HAVE UNDER EMPLOYEE BENEFIT PLANS
AND PROGRAMS OF THE COMPANY GENERALLY IN THE EVENT OF THE EXECUTIVE'S DISABILITY
SHALL BE DETERMINED IN ACCORDANCE WITH THE TERMS OF SUCH PLANS AND PROGRAMS.
IN
THE EVENT OF EXECUTIVE'S DEATH, ANY RIGHTS AND BENEFITS THAT THE EXECUTIVE'S
ESTATE OR ANY OTHER PERSON MAY HAVE UNDER EMPLOYEE BENEFIT PLANS AND PROGRAMS OF
THE COMPANY GENERALLY IN THE EVENT OF THE EXECUTIVE'S DEATH SHALL BE DETERMINED
IN ACCORDANCE WITH THE TERMS OF SUCH PLANS AND PROGRAMS.
(D)
SALARY AND OTHER PAYMENTS THROUGH TERMINATION.
IF THE EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY IS TERMINATED DURING THE TERM (I) BY THE COMPANY FOR
CAUSE OR (II) BY THE EXECUTIVE OTHER THAN FOR GOOD REASON, THE EXECUTIVE WILL BE
ENTITLED TO RECEIVE HER BASE SALARY THROUGH THE TERMINATION DATE, BUT WILL NOT
BE ENTITLED TO RECEIVE ANY SEVERANCE PAYMENTS OR BENEFITS AFTER THE TERMINATION
DATE.
THE EXECUTIVE SHALL BE ENTITLED TO RECEIVE PAYMENT FOR ALL REIMBURSABLE
EXPENSES OR OTHER ENTITLEMENTS THEN DUE AND OWING TO THE EXECUTIVE AS OF THE
TERMINATION DATE.
4
(E)
OTHER RIGHTS.
EXCEPT AS SET FORTH IN SECTION 1.4(B), ALL OF THE
EXECUTIVE'S RIGHTS TO BASE SALARY, BENEFITS AND ANNUAL CASH BONUSES HEREUNDER
(IF ANY) WHICH ACCRUE OR BECOME PAYABLE AFTER THE TERMINATION OF THE EMPLOYMENT
PERIOD SHALL CEASE UPON SUCH TERMINATION.
1.5
KEY EXECUTIVE LIFE INSURANCE.
THE COMPANY SHALL HAVE THE RIGHT TO
PURCHASE IN THE EXECUTIVE'S NAME A "KEY EXECUTIVE" LIFE INSURANCE POLICY NAMING
THE COMPANY OR ANY OF ITS SUBSIDIARIES AS THE SOLE BENEFICIARY THEREUNDER.
THE
EXECUTIVE AGREES TO TAKE ALL REASONABLE MEASURES NECESSARY TO EFFECT THE
FOREGOING, INCLUDING WITHOUT LIMITATION SUBMITTING TO A PHYSICAL EXAMINATION FOR
THE PURPOSE OF DETERMINING ELIGIBILITY THEREFORE AND COOPERATING WITH ANY
MATTERS RELATED TO THE APPLICATION FOR, AND IF OBTAINED, THE MAINTENANCE OF,
SUCH INSURANCE POLICY.
IF EXECUTIVE IS FOUND INELIGIBLE FOR SOME REASON FOR
SUCH "KEY EXECUTIVE" LIFE INSURANCE EITHER AT THE INCEPTION OF HER EMPLOYMENT OR
AT ANYTIME THEREAFTER, THIS INELIGIBILITY WILL NOT, IN AND OF ITSELF, AFFECT
EXECUTIVE'S EMPLOYABILITY UNDER THIS AGREEMENT OR CONSTITUTE CAUSE FOR
TERMINATION OF EXECUTIVE'S EMPLOYMENT.
1.6
CONFIDENTIAL INFORMATION.
(A)
THE EXECUTIVE SHALL NOT DISCLOSE OR, DIRECTLY OR INDIRECTLY, USE
AT ANY TIME, DURING THE EMPLOYMENT PERIOD OR THEREAFTER, ANY CONFIDENTIAL
INFORMATION (AS DEFINED BELOW) OF WHICH THE EXECUTIVE IS OR BECOMES AWARE,
WHETHER OR NOT SUCH INFORMATION IS DEVELOPED BY HER, EXCEPT TO THE EXTENT THAT
(I) SUCH DISCLOSURE OR USE IS REQUIRED BY THE EXECUTIVE'S PERFORMANCE OF THE
DUTIES ASSIGNED TO THE EXECUTIVE BY THE BOARD, (II) THE EXECUTIVE IS REQUIRED BY
SUBPOENA OR SIMILAR PROCESS TO DISCLOSE OR DISCUSS ANY CONFIDENTIAL INFORMATION,
PROVIDED, THAT IN SUCH CASE, THE EXECUTIVE SHALL PROMPTLY INFORM THE COMPANY OF
SUCH EVENT AND SHALL COOPERATE WITH THE COMPANY IN ATTEMPTING TO OBTAIN A
PROTECTIVE ORDER OR TO OTHERWISE RESTRICT SUCH DISCLOSURE OR (III) SUCH
CONFIDENTIAL INFORMATION BECOMES GENERALLY KNOWN TO AND AVAILABLE FOR USE BY THE
PUBLIC, OTHER THAN AS A RESULT OF ANY ACTION OR INACTION BY THE EXECUTIVE.