BONUS.
DURING THE EMPLOYMENT TERM, THE
EXECUTIVE SHALL BE ELIGIBLE FOR AN ANNUAL DISCRETIONARY INCENTIVE PAYMENT UNDER
THE COMPANY'S EXECUTIVE 162(M) BONUS PLAN, AS AMENDED OR AS MAY BE AMENDED FROM
TIME TO TIME, OR ANY SUCCESSOR ANNUAL BONUS PLAN (THE "BONUS PLAN"), WITH A
TARGET OF 90% OF THE EXECUTIVE'S THEN-CURRENT BASE SALARY (THE "TARGET BONUS")
(AS PRORATED FOR PARTIAL YEARS).
ANY ANNUAL BONUS SHALL BE PAID IN ACCORDANCE
THE TERMS AND CONDITIONS OF THE PLAN.
5.
EMPLOYEE BENEFITS.
(A)
BENEFIT PLANS.
THE EXECUTIVE SHALL BE
ENTITLED TO PARTICIPATE IN ANY EMPLOYEE BENEFIT PLAN THAT THE COMPANY HAS
ADOPTED OR MAY ADOPT, MAINTAIN OR CONTRIBUTE TO FOR THE BENEFIT GENERALLY OF ITS
SENIOR EXECUTIVES AT A LEVEL COMMENSURATE WITH HIS POSITION, SUBJECT TO
SATISFYING THE APPLICABLE ELIGIBILITY REQUIREMENTS.
NOTWITHSTANDING THE
FOREGOING, THE COMPANY MAY MODIFY OR TERMINATE ANY EMPLOYEE BENEFIT PLAN AT ANY
TIME.
(B)
MAKE-UP PAYMENTS.
THROUGH THE EARLIER OF
(I) DECEMBER 31, 2016, (II) THE EXECUTIVE'S DEATH, OR (III) THE EXECUTIVE'S
TERMINATION FOR CAUSE (AS HEREINAFTER DEFINED) OR RESIGNATION WITHOUT GOOD
REASON (AS HEREINAFTER DEFINED), THE COMPANY WILL PAY THE EXECUTIVE $45,064.37
(EACH A "MAKE UP PAYMENT") ON OR BEFORE MARCH 15 OF EACH CALENDAR YEAR TO COVER
PREMIUMS ON A LIFE INSURANCE POLICY (REFLECTING THE PRIOR CHANGE IN THE SPLIT
DOLLAR ARRANGEMENT).
THIS PROVISION SHALL SURVIVE ANY EXPIRATION OF THE
EMPLOYMENT TERM AND ANY TERMINATION OF THE EXECUTIVE'S EMPLOYMENT (OTHER THAN
DUE TO THE EXECUTIVE'S DEATH OR A TERMINATION OF THE EXECUTIVE'S EMPLOYMENT
PRIOR TO THE EXPIRATION OF THE EMPLOYMENT TERM BY THE COMPANY FOR CAUSE OR BY
THE EXECUTIVE WITHOUT GOOD REASON).
(C)
VACATIONS.
THE EXECUTIVE SHALL BE ENTITLED
TO AN ANNUAL PAID VACATION OF SIX WEEKS PER CALENDAR YEAR (AS PRORATED FOR
PARTIAL YEARS) IN ACCORDANCE WITH THE COMPANY'S POLICY ON ACCRUAL AND USE
APPLICABLE TO SENIOR EXECUTIVES.
(D)
BUSINESS AND ENTERTAINMENT EXPENSES.
UPON
PRESENTATION OF APPROPRIATE DOCUMENTATION, THE EXECUTIVE SHALL BE REIMBURSED IN
ACCORDANCE WITH THE COMPANY'S EXPENSE REIMBURSEMENT POLICY FOR ALL REASONABLE
AND NECESSARY BUSINESS AND ENTERTAINMENT EXPENSES INCURRED IN CONNECTION WITH
THE PERFORMANCE OF HIS DUTIES HEREUNDER.
(E)
AUTOMOBILE.
DURING THE EMPLOYMENT TERM,
THE COMPANY WILL PROVIDE THE EXECUTIVE, AT THE COMPANY'S EXPENSE, WITH A CURRENT
MODEL AUTOMOBILE SIMILAR TO THE AUTOMOBILE CURRENTLY FURNISHED TO THE
EXECUTIVE.
IN ADDITION, UPON SUBMISSION OF APPROPRIATE DOCUMENTATION, THE
COMPANY SHALL PAY OR REIMBURSE THE EXECUTIVE FOR THE COST OF INSURANCE,
MAINTENANCE AND GAS INCURRED FOR BUSINESS PURPOSES AND OTHER BUSINESS RELATED
OPERATING EXPENSES INCURRED FOR SUCH AUTOMOBILE DURING THE EMPLOYMENT TERM.
THE
EXECUTIVE SHALL BE ENTITLED TO REQUEST A NEW AUTOMOBILE AT THE END OF EACH THREE
(3) YEAR PERIOD COMMENCING ON THE EFFECTIVE DATE.
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6.
TERMINATION.
THE EXECUTIVE'S
EMPLOYMENT AND THE EMPLOYMENT TERM SHALL TERMINATE ON THE FIRST OF THE FOLLOWING
TO OCCUR:
(A)
DISABILITY.
UPON 30 DAYS' PRIOR WRITTEN
NOTICE BY THE COMPANY TO THE EXECUTIVE OF TERMINATION DUE TO DISABILITY IF THE
EXECUTIVE DOES NOT RETURN TO FULL-TIME CONTINUOUS EMPLOYMENT WITH THE COMPANY
WITHIN SUCH 30 DAYS.
FOR PURPOSES