REDUCED BY ANY AMOUNTS PAID TO MASKAL UNDER ANY
DISABILITY BENEFITS PLAN OR INSURANCE POLICY. FOR PURPOSES OF THIS AGREEMENT,
THE TERM "TOTAL DISABILITY" SHALL MEAN DEATH OR ANY PHYSICAL OR MENTAL CONDITION
WHICH PREVENTS MASKAL FROM PERFORMING HER DUTIES UNDER THIS CONTRACT FOR AT
LEAST FOUR (4) CONSECUTIVE MONTHS. THE DETERMINATION OF WHETHER OR NOT A
PHYSICAL OR MENTAL CONDITION WOULD PREVENT MASKAL FROM THE PERFORMANCE OF HER
DUTIES SHALL BE MADE BY THE BOARD OF DIRECTORS IN ITS DISCRETION. IF REQUESTED
BY THE BOARD OF DIRECTORS, MASKAL SHALL SUBMIT TO A MENTAL OR PHYSICAL
EXAMINATION BY AN INDEPENDENT PHYSICIAN SELECTED BY THE CORPORATION AND
REASONABLY ACCEPTABLE TO HER TO ASSIST THE BOARD OF DIRECTORS IN ITS
DETERMINATION, AND HER ACCEPTANCE OF SUCH PHYSICIAN SHALL NOT BE UNREASONABLY
WITHHELD OR DELAYED.
FAILURE TO COMPLY WITH THIS REQUEST SHALL PREVENT HER FROM
CHALLENGING THE BOARD'S DETERMINATION.
5
(F)
RETIREMENT. THE CORPORATION, IN ITS SOLE DISCRETION, MAY
ESTABLISH A RETIREMENT POLICY FOR ITS EXECUTIVE EMPLOYEES, INCLUDING MASKAL,
WHICH INCLUDES THE AGE FOR MANDATORY RETIREMENT FROM EMPLOYMENT WITH THE
CORPORATION. UPON THE TERMINATION OF EMPLOYMENT PURSUANT TO SUCH RETIREMENT
POLICY, ALL RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT SHALL CEASE, EXCEPT THAT
MASKAL SHALL BE ENTITLED TO ANY AND ALL ACCRUED AND VESTED BENEFITS UNDER THE
CORPORATION'S EXISTING EMPLOYMENT AND BENEFITS POLICIES, INCLUDING BUT NOT
LIMITED TO UNPAID INCENTIVE COMPENSATION AWARDS EARNED UNDER THE INCENTIVE
COMPENSATION PLAN FOR ANY COMPLETED PERFORMANCE PERIODS.
(G)
OTHER PAYMENTS.
IF MASKAL IS LIABLE FOR THE PAYMENT OF ANY EXCISE
TAX (THE "EXCISE TAX") PURSUANT TO SECTION 4999 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR ANY SUCCESSOR OR LIKE PROVISION, WITH RESPECT
TO ANY PAYMENT OR PROPERTY TRANSFERS RECEIVED OR TO BE RECEIVED UNDER THIS
AGREEMENT OR OTHERWISE, THE CORPORATION SHALL PAY MASKAL AN AMOUNT (THE "SPECIAL
REIMBURSEMENT") WHICH, AFTER PAYMENT OF ANY FEDERAL, STATE AND LOCAL TAXES,
INCLUDING ANY FURTHER EXCISE TAX UNDER CODE SECTION 4999, WITH RESPECT TO OR
RESULTING FROM THE SPECIAL REIMBURSEMENT, WOULD PLACE MASKAL IN THE SAME
ECONOMIC POSITION THAT SHE WOULD HAVE ENJOYED IF THE EXCISE TAX HAD NOT APPLIED
TO SUCH PAYMENTS.
8.
TERMINATION FOR CAUSE. MASKAL'S EMPLOYMENT UNDER THIS AGREEMENT
MAY BE TERMINATED BY THE CORPORATION, IMMEDIATELY UPON WRITTEN NOTICE IN THE
EVENT AND ONLY IN THE EVENT OF THE FOLLOWING CONDUCT:
CONVICTION OF A FELONY OR
ANY OTHER CRIME INVOLVING MORAL TURPITUDE, WHETHER OR NOT RELATING TO MASKAL'S
EMPLOYMENT; HABITUAL UNEXCUSED ABSENCE FROM THE FACILITIES OF THE CORPORATION;
HABITUAL SUBSTANCE ABUSE; WILLFUL DISCLOSURE OF MATERIAL CONFIDENTIAL
INFORMATION OF THE CORPORATION AND/OR ITS SUBSIDIARIES OR OTHER AFFILIATES;
INTENTIONAL VIOLATION OF CONFLICTS OF INTEREST POLICIES ESTABLISHED BY THE BOARD
OF DIRECTORS; WANTON OR WILLFUL FAILURE TO COMPLY WITH THE LAWFUL WRITTEN
DIRECTIONS OF THE BOARD OR OTHER SUPERIORS; AND WILLFUL MISCONDUCT OR GROSS
NEGLIGENCE THAT RESULTS IN DAMAGE TO THE INTERESTS OF THE CORPORATION AND ITS
SUBSIDIARIES OR OTHER AFFILIATES. SHOULD ANY OF THESE SITUATIONS OCCUR, THE
BOARD OF DIRECTORS AND/OR THE CHIEF EXECUTIVE OFFICER