EMPLOYER AND THEIR FAMILIES, ON THE TERMS AND SUBJECT TO THE CONDITIONS SET
FORTH IN SUCH PLAN.
NOTHING IN THIS SECTION SHALL LIMIT THE EMPLOYER'S RIGHT TO
CHANGE OR MODIFY OR TERMINATE ANY BENEFIT PLAN OR PROGRAM AS IT SEES FIT FROM
TIME TO TIME IN THE NORMAL COURSE OF BUSINESS SO LONG AS IT DOES SO FOR ALL
SENIOR EXECUTIVES OF THE EMPLOYER.
(G)
VACATIONS.
EXECUTIVE SHALL BE ENTITLED TO
PAID VACATIONS IN ACCORDANCE WITH THE THEN REGULAR PROCEDURES OF THE EMPLOYER
GOVERNING SENIOR EXECUTIVE OFFICERS.
(H)
OTHER BENEFITS.
DURING THE EMPLOYMENT
PERIOD, THE EMPLOYER SHALL PROVIDE TO EXECUTIVE SUCH OTHER BENEFITS, AS
GENERALLY MADE AVAILABLE TO OTHER SENIOR EXECUTIVES OF THE EMPLOYER (OTHER THAN
LIFE INSURANCE AND OTHER DEATH BENEFITS AND OTHER THAN LONG-TERM DISABILITY
COVERAGE).
4.
INDEMNIFICATION AND LIABILITY
INSURANCE.
THE EMPLOYER AGREES TO INDEMNIFY EXECUTIVE TO THE EXTENT PERMITTED
BY APPLICABLE LAW, AS THE SAME EXISTS AND MAY HEREAFTER BE AMENDED, FROM AND
AGAINST ANY AND ALL LOSSES, DAMAGES, CLAIMS, LIABILITIES AND EXPENSES ASSERTED
AGAINST, OR INCURRED OR SUFFERED BY, EXECUTIVE (INCLUDING THE COSTS AND EXPENSES
OF LEGAL COUNSEL RETAINED BY THE EMPLOYER TO DEFEND EXECUTIVE AND JUDGMENTS,
FINES AND AMOUNTS PAID IN SETTLEMENT ACTUALLY AND REASONABLY INCURRED BY OR
IMPOSED ON SUCH INDEMNIFIED PARTY) WITH RESPECT TO ANY ACTION, SUIT OR
PROCEEDING, WHETHER CIVIL, CRIMINAL ADMINISTRATIVE OR INVESTIGATIVE (A
"PROCEEDING") IN WHICH EXECUTIVE IS MADE A PARTY OR THREATENED TO BE MADE A
PARTY, EITHER WITH REGARD TO HIS ENTERING INTO THIS AGREEMENT WITH THE EMPLOYER
OR IN HIS
3
CAPACITY AS AN OFFICER (INCLUDING, FOR THE AVOIDANCE OF DOUBT, AS THE CIO) OR
DIRECTOR, OR FORMER OFFICER OR DIRECTOR, OF THE EMPLOYER OR ANY AFFILIATE
THEREOF FOR WHICH HE MAY SERVE IN SUCH CAPACITY.
THE EMPLOYER ALSO AGREES TO
SECURE AND MAINTAIN OFFICERS AND DIRECTORS LIABILITY INSURANCE PROVIDING
COVERAGE FOR EXECUTIVE.
THE PROVISIONS OF THIS SECTION 4 SHALL REMAIN IN EFFECT
AFTER THIS AGREEMENT IS TERMINATED IRRESPECTIVE OF THE REASONS FOR TERMINATION.
5.
EMPLOYER'S POLICIES.
EXECUTIVE AGREES
TO OBSERVE AND COMPLY WITH THE REASONABLE RULES AND REGULATIONS OF THE EMPLOYER
AS ADOPTED BY THE BOARD FROM TIME TO TIME REGARDING THE PERFORMANCE OF HIS
DUTIES AND TO CARRY OUT AND PERFORM ORDERS, DIRECTIONS AND POLICIES COMMUNICATED
TO HIM FROM TIME TO TIME BY THE BOARD, SO LONG AS SAME ARE OTHERWISE CONSISTENT
WITH THIS AGREEMENT.
6.
TERMINATION.
EXECUTIVE'S EMPLOYMENT
HEREUNDER MAY BE TERMINATED UNDER THE FOLLOWING CIRCUMSTANCES:
(A)
TERMINATION BY THE EMPLOYER.
(I)
DEATH.
EXECUTIVE'S EMPLOYMENT HEREUNDER
SHALL TERMINATE UPON HIS DEATH.
(II)
DISABILITY.
IF, AS A RESULT OF
EXECUTIVE'S INCAPACITY DUE TO PHYSICAL OR MENTAL ILLNESS OR DISABILITY,
EXECUTIVE SHALL HAVE BEEN INCAPABLE OF PERFORMING HIS DUTIES HEREUNDER EVEN WITH
A REASONABLE ACCOMMODATION ON A FULL-TIME BASIS FOR THE ENTIRE PERIOD OF FOUR
CONSECUTIVE MONTHS OR ANY 120 DAYS IN A 180-DAY PERIOD, AND WITHIN 30 DAYS AFTER
WRITTEN NOTICE OF TERMINATION (AS DEFINED IN SECTION 6(D)) IS GIVEN HE SHALL NOT
HAVE RETURNED TO THE PERFORMANCE OF HIS DUTIES HEREUNDER ON