(THE "EMPLOYEE BENEFITS").
THE COMPANY'S CURRENT EMPLOYEE
BENEFITS ARE DESCRIBED IN EXHIBIT B TO THIS AGREEMENT.
EXECUTIVE'S
PARTICIPATION IN THE COMPANY'S EMPLOYEE BENEFIT PLANS SHALL BE SUBJECT TO THE
TERMS, CONDITIONS AND ELIGIBILITY REQUIREMENTS OF EACH PLAN, PROVIDED THAT THE
COMPANY MAY ALTER, MODIFY, ADD TO, REPLACE OR DELETE ANY OR ALL OF ITS EMPLOYEE
BENEFIT PLANS AT ANY TIME AS THE COMPANY IN ITS SOLE DISCRETION DEEMS
APPROPRIATE.
(F)
EXECUTIVE SHALL BE ELIGIBLE TO EARN AND USE THREE (3) WEEKS OF
PAID VACATION PER CALENDAR YEAR, ACCRUING AT THE RATE OF 1.25 DAYS PER MONTH.
THE USE, ACCRUAL AND CARRY OVER OF VACATION TIME SHALL BE GOVERNED BY THE
COMPANY'S VACATION POLICIES IN EFFECT FROM TIME TO TIME.
(G)
THE COMPANY SHALL REIMBURSE EXECUTIVE FOR ALL REASONABLE EXPENSES
HE INCURS IN THE COURSE OF PERFORMING HIS DUTIES UNDER THIS AGREEMENT, TO THE
EXTENT CONSISTENT WITH THE POLICIES ESTABLISHED BY THE COMPANY FROM TIME TO TIME
WITH RESPECT TO TRAVEL AND OTHER BUSINESS EXPENSES AND SUBJECT TO THE COMPANY'S
REQUIREMENTS WITH RESPECT TO REPORTING AND DOCUMENTATION OF SUCH EXPENSES.
4.
TERM.
(A)
THE TERM OF EXECUTIVE'S EMPLOYMENT PURSUANT TO THIS AGREEMENT (THE
"EMPLOYMENT PERIOD") SHALL COMMENCE ON THE GRANT DATE HEREOF AND CONTINUE UNTIL
SUCH TIME AS IS SPECIFIED BY EITHER PARTY IN ITS WRITTEN NOTICE TO THE OTHER
GIVEN NO LESS THAN THIRTY (30) DAYS' IN ADVANCE THEREOF, OR UNTIL THE EMPLOYMENT
PERIOD OTHERWISE TERMINATES AS DESCRIBED IN THIS SECTION 4.
(B)
THE EMPLOYMENT PERIOD SHALL TERMINATE UPON EXECUTIVE'S DEATH OR
UPON THE EXPIRATION OF A CONTINUOUS PERIOD OF NINETY (90) DAYS DURING WHICH
EXECUTIVE IS UNABLE TO PERFORM HIS ASSIGNED DUTIES DUE TO PHYSICAL OR MENTAL
INCAPACITY ("PERMANENT DISABILITY").
(C)
IN THE EVENT THE EMPLOYMENT PERIOD IS TERMINATED EITHER BY
EXECUTIVE FOR OTHER THAN A GOOD REASON (AS DEFINED BELOW) OR BY THE COMPANY FOR
CAUSE (AS DEFINED BELOW) OR AS A RESULT OF EXECUTIVE'S DEATH OR PERMANENT
DISABILITY, THEN THE COMPANY SHALL HAVE NO FURTHER OBLIGATION TO EXECUTIVE
HEREUNDER OTHER THAN AS SET FORTH IN SUBSECTION (D) BELOW.
(D)
IN THE EVENT OF A TERMINATION OF THE EMPLOYMENT PERIOD FOR ANY
REASON, AND IN ADDITION TO ANY OTHER PAYMENTS THAT MAY BE REQUIRED PURSUANT TO
THIS AGREEMENT, THE COMPANY WILL PAY EXECUTIVE OR HIS DESIGNATED BENEFICIARY, OR
IF NO BENEFICIARY HAS BEEN DESIGNATED IN WRITING, TO HIS ESTATE:
(I) ANY BASE
SALARY EARNED BUT NOT PAID DURING THE FINAL PAYROLL PERIOD OF HIS EMPLOYMENT
THROUGH THE DATE OF TERMINATION, (II) PAY FOR ANY VACATION TIME ACCRUED BUT NOT
USED THROUGH THE DATE OF TERMINATION, AND (III) REIMBURSEMENT FOR ANY
3
UNREIMBURSED EXPENSES THAT HAVE BEEN PROPERLY INCURRED OR THAT THE COMPANY HAS
BECOME OBLIGATED TO PAY PRIOR TO TERMINATION.
(E)
IF THE EMPLOYMENT PERIOD IS TERMINATED BY THE COMPANY WITHOUT
CAUSE, BY EXECUTIVE FOR GOOD REASON OR BY THE COMPANY FOR ANY REASON WITHIN ONE
HUNDRED EIGHTY (180) DAYS OF A CHANGE OF CONTROL (AS DEFINED BELOW) EXECUTIVE
SHALL BE ENTITLED TO RECEIVE AS SEVERANCE:
(I)