AGREEMENT, ON A TIMELY BASIS UPON SUBMISSION BY EXECUTIVE OF VOUCHERS THEREFORE
IN ACCORDANCE WITH THE COMPANY'S STANDARD PROCEDURES.
(B)
EXECUTIVE SHALL BE ENTITLED TO PARTICIPATE, WITHOUT DISCRIMINATION
OR DUPLICATION, IN ANY AND ALL MEDICAL INSURANCE, GROUP HEALTH, DISABILITY,
LIFE, ACCIDENTAL DEATH, DISMEMBERMENT INSURANCE, 401(K) OR OTHER RETIREMENT,
DEFERRED COMPENSATION, PROFIT SHARING, STOCK OWNERSHIP AND SUCH OTHER PLANS AND
PROGRAMS WHICH ARE MADE GENERALLY AVAILABLE BY THE COMPANY TO ITS OTHER SENIOR
EXECUTIVES IN ACCORDANCE WITH THE TERMS OF SUCH PLANS AND PROGRAMS AND SUBJECT
TO THE COMPANY'S RIGHT TO AT ANY TIME AMEND OR TERMINATE ANY SUCH PLAN OR
PROGRAM. EXECUTIVE SHALL BE ENTITLED TO PAID VACATION, HOLIDAYS, AND ANY OTHER
TIME OFF IN ACCORDANCE WITH THE COMPANY'S POLICIES IN EFFECT FROM TIME TO TIME.
(C)
IN ADDITION, EXECUTIVE SHALL BE ENTITLED DURING THE TERM TO THE
BENEFITS AND PERQUISITES IDENTIFIED IN EXHIBIT D TO THIS AGREEMENT.
5.
TERMINATION.
EXECUTIVE'S EMPLOYMENT HEREUNDER MAY BE TERMINATED
PRIOR TO THE END OF THE TERM UNDER THE FOLLOWING CIRCUMSTANCES:
(A)
DEATH; TOTAL DISABILITY.
EXECUTIVE'S EMPLOYMENT HEREUNDER SHALL
TERMINATE UPON EXECUTIVE'S DEATH, AND THE COMPANY MAY TERMINATE EXECUTIVE'S
EMPLOYMENT HEREUNDER IN THE EVENT OF EXECUTIVE'S "TOTAL DISABILITY." FOR
PURPOSES OF THIS AGREEMENT, "TOTAL DISABILITY" SHALL MEAN EXECUTIVE'S
(A) BECOMING ELIGIBLE TO RECEIVE BENEFITS UNDER ANY LONG-TERM DISABILITY
INSURANCE PROGRAM OR (B) FAILURE TO PERFORM THE DUTIES AND RESPONSIBILITIES
CONTEMPLATED UNDER THIS AGREEMENT FOR A PERIOD OF MORE THAN 180 DAYS DURING ANY
CONSECUTIVE 12-MONTH PERIOD DUE TO PHYSICAL OR MENTAL INCAPACITY OR IMPAIRMENT.
(B)
TERMINATION BY THE COMPANY FOR CAUSE.
THE COMPANY MAY TERMINATE
EXECUTIVE'S EMPLOYMENT HEREUNDER FOR CAUSE UPON WRITTEN NOTICE (AS DESCRIBED
BELOW) TO EXECUTIVE REFERRING TO THIS SECTION 5(B). FOR PURPOSES OF THIS
AGREEMENT, THE TERM "CAUSE" SHALL MEAN (I) GROSS NEGLECT BY THE EXECUTIVE OF THE
EXECUTIVE'S DUTIES HEREUNDER; (II) CONVICTION (INCLUDING CONVICTION ON A NOLO
CONTENDERE PLEA) OF THE EXECUTIVE OF ANY FELONY; (III) CONVICTION (INCLUDING
CONVICTION ON A NOLO CONTENDERE PLEA) OF THE EXECUTIVE OF ANY NON-FELONY CRIME
OR OFFENSE INVOLVING THE PROPERTY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR
AFFILIATES OR EVIDENCING MORAL TURPITUDE; (IV) WILLFUL MISCONDUCT BY THE
EXECUTIVE IN CONNECTION WITH THE PERFORMANCE OF THE EXECUTIVE'S DUTIES
HEREUNDER; (V) INTENTIONAL BREACH BY THE EXECUTIVE OF ANY MATERIAL PROVISION OF
THIS AGREEMENT; OR (VI) ANY OTHER WILLFUL OR GROSSLY NEGLIGENT CONDUCT ON THE
PART OF THE EXECUTIVE WHICH WOULD MAKE THE EXECUTIVE'S CONTINUED EMPLOYMENT BY
THE COMPANY MATERIALLY PREJUDICIAL TO THE BEST INTERESTS OF THE COMPANY.
NOTWITHSTANDING THE FOREGOING, EXECUTIVE SHALL NOT BE DEEMED TO HAVE BEEN
TERMINATED FOR CAUSE UNLESS AND
3
UNTIL THERE SHALL HAVE BEEN DELIVERED TO EXECUTIVE WRITTEN NOTICE SETTING FORTH
IN REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED AS THE BASIS FOR
TERMINATION OF EXECUTIVE'S EMPLOYMENT AND, WITH RESPECT TO CLAUSES (I), (IV),
(V), AND (VI) HEREOF, EXECUTIVE SHALL HAVE FAILED TO CURE SUCH CAUSE WITHIN
THIRTY DAYS AFTER RECEIVING SUCH NOTICE.
(C)
TERMINATION BY THE COMPANY WITHOUT CAUSE.
THE COMPANY MAY
TERMINATE EXECUTIVE'S EMPLOYMENT HEREUNDER AT