Officer shall be taken with account and the period duty
which Executive serves as Chairman of the Holding Board shall be disregarded.
6.
PERQUISITES AND EXPENSES.
(A)
GENERAL.
DURING THE PORTION OF THE
EMPLOYMENT PERIOD THAT EXECUTIVE SERVES AS PRESIDENT AND CHIEF EXECUTIVE OFFICER
OF EMPLOYER PURSUANT TO SECTION 2(B)(I)
, EXECUTIVE SHALL BE ENTITLED TO
PARTICIPATE IN ALL SPECIAL BENEFIT OR PERQUISITE PROGRAMS GENERALLY AVAILABLE
FROM TIME TO TIME TO SENIOR EXECUTIVE OFFICERS OF EMPLOYER, ON THE TERMS AND
CONDITIONS THEN PREVAILING UNDER EACH SUCH PROGRAM.
(B)
BUSINESS TRAVEL, LODGING, ETC.
EMPLOYER
SHALL REIMBURSE EXECUTIVE FOR REASONABLE TRAVEL, LODGING, MEAL AND OTHER
REASONABLE EXPENSES INCURRED BY HIM IN CONNECTION WITH HIS PERFORMANCE OF
SERVICES HEREUNDER UPON SUBMISSION OF EVIDENCE, SATISFACTORY TO EMPLOYER, OF THE
INCURRENCE AND PURPOSE OF EACH SUCH EXPENSE AND OTHERWISE IN ACCORDANCE WITH
EMPLOYER'S BUSINESS TRAVEL REIMBURSEMENT POLICY APPLICABLE TO SENIOR EXECUTIVES
AS IN EFFECT FROM TIME TO TIME.
(C)
VACATION.
EXECUTIVE SHALL BE ENTITLED TO
SUCH VACATION AS IS AVAILABLE UNDER THE PREVAILING POLICIES OF EMPLOYER BUT NOT
LESS THAN THE GREATER OF FIVE WEEKS OF PAID VACATION OR THE NUMBER OF WEEKS OF
PAID VACATION PER YEAR CALCULATED IN ACCORDANCE WITH EMPLOYER'S VACATION POLICY
APPLICABLE TO SENIOR EXECUTIVES, WITHOUT CARRY-OVER ACCUMULATION.
5
7.
TERMINATION OF EMPLOYMENT.
(A)
TERMINATION DUE TO DEATH OR DISABILITY.
IN
THE EVENT THAT EXECUTIVE'S EMPLOYMENT HEREUNDER TERMINATES DUE TO DEATH OR IS
TERMINATED BY EMPLOYER DUE TO EXECUTIVE'S DISABILITY (AS DEFINED BELOW), NO
TERMINATION BENEFITS SHALL BE PAYABLE TO OR IN RESPECT OF EXECUTIVE EXCEPT AS
PROVIDED IN SECTION 7(F)(II).
FOR PURPOSES OF THIS AGREEMENT, "DISABILITY"
SHALL MEAN A PHYSICAL OR MENTAL DISABILITY THAT PREVENTS THE PERFORMANCE BY
EXECUTIVE OF HIS DUTIES HEREUNDER LASTING FOR A CONTINUOUS PERIOD OF SIX MONTHS
OR LONGER.
THE DETERMINATION OF EXECUTIVE'S DISABILITY SHALL BE MADE BY AN
INDEPENDENT PHYSICIAN WHO IS REASONABLY ACCEPTABLE TO EMPLOYER AND EXECUTIVE AND
SHALL BE FINAL AND BINDING AND SHALL BE BASED ON SUCH COMPETENT MEDICAL EVIDENCE
AS SHALL BE PRESENTED TO IT BY EXECUTIVE OR BY ANY PHYSICIAN OR GROUP OF
PHYSICIANS OR OTHER COMPETENT MEDICAL EXPERTS EMPLOYED BY EXECUTIVE AND/OR
EMPLOYER TO ADVISE SUCH INDEPENDENT PHYSICIAN.
(B)
TERMINATION BY EMPLOYER FOR CAUSE.
DURING
THE PORTION OF THE EMPLOYMENT PERIOD THAT EXECUTIVE SERVES AS PRESIDENT AND
CHIEF EXECUTIVE OFFICER OF EMPLOYER PURSUANT TO SECTION 2(B)(I)
, EXECUTIVE MAY
BE TERMINATED FOR "CAUSE" BY EMPLOYER; PROVIDED, HOWEVER, THAT EXECUTIVE SHALL
BE PERMITTED TO ATTEND A MEETING OF EMPLOYER'S BOARD WITHIN THIRTY DAYS AFTER
DELIVERY TO HIM OF A NOTICE OF TERMINATION PURSUANT TO THIS SECTION 7(B) TO
EXPLAIN WHY HE SHOULD NOT BE TERMINATED FOR CAUSE AND, IF FOLLOWING ANY SUCH
EXPLANATION BY EXECUTIVE, EMPLOYER'S BOARD DETERMINES THAT EMPLOYER DOES NOT
HAVE CAUSE TO TERMINATE EXECUTIVE'S EMPLOYMENT, ANY SUCH PRIOR NOTICE OF
TERMINATION DELIVERED TO EXECUTIVE SHALL THEREUPON BE WITHDRAWN AND OF NO
FURTHER FORCE OR EFFECT.
"CAUSE" SHALL MEAN (I) THE WILLFUL FAILURE OF
EXECUTIVE SUBSTANTIALLY TO PERFORM HIS DUTIES HEREUNDER (OTHER THAN ANY SUCH
FAILURE DUE