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DISABILITY PLAN.
IN THE EVENT OF A TERMINATION OF EMPLOYMENT PURSUANT TO THIS
SECTION 11(B), EMPLOYEE SHALL ALSO BE ENTITLED, UNTIL HIS DEATH, TO THE LIFE
INSURANCE BENEFITS ENUMERATED IN SECTION 8(B) HEREOF, AND TO THE RIGHTS,
INCLUDING THE RIGHTS TO MEDICAL AND DENTAL BENEFITS, ENUMERATED UNDER
SECTION 8(C), SUBJECT TO THE CONDITIONS OF SECTION 8(F).
(C)
TERMINATION BY COMPANY.
THE BOARD SHALL HAVE THE RIGHT, AT ITS
ELECTION TO BE MADE IN WRITING AND DELIVERED TO EMPLOYEE NOT LESS THAN SIXTY
(60) DAYS PRIOR TO THE EFFECTIVE DATE THEREOF, TO TERMINATE EMPLOYEE'S
EMPLOYMENT UNDER THIS AGREEMENT FOR ANY REASON. IN THE EVENT OF A TERMINATION OF
EMPLOYMENT PURSUANT TO THIS SECTION 11(C), EMPLOYEE SHALL BE ENTITLED TO THREE
(3) TIMES EMPLOYEE'S HIGHEST ANNUAL SALARY AND BONUS PAID TO EMPLOYEE AT ANY
TIME IN RESPECT OF A SINGLE CALENDAR YEAR COMMENCING WITH THE CALENDAR YEAR
JANUARY 1, 2000, AND SUCH AMOUNT SHALL BE PAYABLE IN AN UNDISCOUNTED LUMP SUM
NOT LATER THAN THE FIFTEENTH DAY OF THE THIRD MONTH FOLLOWING THE END OF THE
CALENDAR YEAR IN WHICH THE TERMINATION OF EMPLOYMENT OCCURS.
EMPLOYEE shall also be entitled to the following:
(I)
MEDICAL, DENTAL AND WELFARE BENEFITS INCLUDED WITHIN THE EMPLOYEE
BENEFITS WHERE PERMISSIBLE UNDER APPLICABLE PLANS, AND, AS PROVIDED IN SECTION 7
HEREOF, THE PROVISION OF SUBSTANTIALLY EQUIVALENT BENEFITS WHERE CONTINUATION OF
SUCH BENEFITS IS IMPERMISSIBLE UNDER THE APPLICABLE PLANS, SUBJECT TO THE
CONDITIONS OF SECTION 8(F);
(II)
THE LIFE INSURANCE BENEFITS PROVIDED IN SECTION 8(B) HEREOF;
(III)
EXISTING PERQUISITES AND OTHER RIGHTS SPECIFIED UNDER CLAUSE
8(C), SUBJECT TO THE CONDITIONS OF SECTION 8(F); AND
(IV)
FULL AND IMMEDIATE VESTING OF EMPLOYEE'S RESTRICTED STOCK, STOCK
OPTIONS, STOCK APPRECIATION RIGHTS AND, TO THE EXTENT PROVIDED FOR IN THE
APPLICABLE PLANS AND/OR AWARD AGREEMENTS, ADDITIONAL VESTING OF ANY OTHER THEN
PROVIDED LONG-TERM INCENTIVE BENEFITS.
FOR PURPOSES OF DETERMINING THE PERIOD
IN WHICH EMPLOYEE MUST EXERCISE ANY OUTSTANDING OPTIONS OR STOCK APPRECIATION
RIGHTS FOLLOWING HIS TERMINATION OF EMPLOYMENT, EMPLOYEE SHALL BE TREATED AS IF
HE HAD RETIRED ON THE DATE OF SUCH TERMINATION.
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In the event of a termination of employment pursuant to this Section 11(c),
EMPLOYEE shall have no duty to mitigate COMPANY'S obligations by seeking other
employment or by becoming self-employed, and COMPANY shall have no right to
offset against its obligations any consideration received by EMPLOYEE from any
subsequent employment or subsequent self-employment.
(D)
CONSTRUCTIVE TERMINATION.
EMPLOYEE SHALL HAVE THE RIGHT, AT HIS
ELECTION TO BE MADE IN WRITING AND DELIVERED TO COMPANY WITHIN SIXTY (60) DAYS
AFTER SUCH EVENT, TO TERMINATE HIS EMPLOYMENT UNDER THIS AGREEMENT IF A MATERIAL
BREACH OF THIS AGREEMENT BY COMPANY OCCURS WHICH COMPANY FAILS TO CURE WITHIN
THIRTY (30) DAYS AFTER RECEIPT OF NOTICE OF SUCH BREACH.
IN THE EVENT OF A
TERMINATION UNDER THIS SECTION 11(D), EMPLOYEE SHALL BE ENTITLED TO TREAT SUCH
TERMINATION AS THOUGH IT WERE A TERMINATION PURSUANT TO SECTION 11(C) HEREOF.
NOTWITHSTANDING THE FOREGOING, COMPANY SHALL NOT BE IN MATERIAL BREACH IF
EMPLOYEE'S