THE COMPANY.
4.
INCENTIVE COMPENSATION.
DURING THE
EMPLOYMENT TERM, THE EXECUTIVE SHALL BE ELIGIBLE TO RECEIVE AN ANNUAL
DISCRETIONARY BONUS BASED ON THE ATTAINMENT OF PERFORMANCE GOALS ESTABLISHED BY
THE BOARD (OR THE COMPENSATION COMMITTEE THEREOF), IN ITS SOLE DISCRETION.
5.
EMPLOYEE BENEFITS AND VACATION.
(A)
DURING THE EMPLOYMENT TERM, THE EXECUTIVE SHALL BE ENTITLED TO PARTICIPATE IN
ALL EMPLOYEE BENEFIT PLANS, FRINGE BENEFITS AND PERQUISITES GENERALLY PROVIDED
TO EXECUTIVES OF THE COMPANY AT A LEVEL COMMENSURATE WITH HIS POSITION.
(B)
DURING THE EMPLOYMENT TERM, THE EXECUTIVE
SHALL BE ENTITLED TO VACATION EACH YEAR IN ACCORDANCE WITH THE COMPANY'S
POLICIES IN EFFECT FROM TIME TO TIME, BUT IN NO EVENT MORE THAN 20 DAYS PAID
VACATION PER CALENDAR YEAR.
SUCH VACATION DAYS SHALL BE USED AT TIMES AND DATES
REASONABLY ACCEPTABLE TO THE COMPANY AND THE EXECUTIVE.
6.
BUSINESS EXPENSES.
THE COMPANY SHALL
REIMBURSE EXECUTIVE FOR THE REASONABLE TRAVEL, ENTERTAINMENT AND OTHER BUSINESS
EXPENSES INCURRED BY EXECUTIVE IN THE PERFORMANCE OF HIS DUTIES HEREUNDER,
SUBJECT TO APPROVAL BY THE COMPANY, IN ACCORDANCE WITH THE COMPANY'S NORMAL
EXPENSE REIMBURSEMENT POLICIES APPLICABLE TO ITS EMPLOYEES IN GENERAL AND TO
EXECUTIVES OF THE SAME OR EQUIVALENT RANK.
7.
EXCISE TAX PROVISIONS.
THE PROVISIONS
OF EXHIBIT A SHALL APPLY.
8.
TERMINATION.
(A)
THE EMPLOYMENT OF
THE EXECUTIVE UNDER THIS AGREEMENT SHALL TERMINATE UPON THE EARLIEST TO OCCUR OF
ANY OF THE FOLLOWING EVENTS:
(I)
THE DEATH OF THE EXECUTIVE;
(II)
THE TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT BY THE COMPANY DUE TO THE EXECUTIVE'S DISABILITY PURSUANT TO SECTION
8(B) HEREOF;
(III)
THE TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT BY THE COMPANY WITHOUT CAUSE PURSUANT TO SECTION 8(F) HEREOF;
(IV)
THE TERMINATION OF EMPLOYMENT BY THE EXECUTIVE
FOR GOOD REASON WITHIN ONE (1) YEAR AFTER A CHANGE IN CONTROL PURSUANT TO
SECTION 8(C) HEREOF;
(V)
THE VOLUNTARY RESIGNATION BY THE EXECUTIVE
FOR ANY REASON PURSUANT TO SECTION 8(D) HEREOF;
2
(VI)
THE TERMINATION OF THE EXECUTIVE'S EMPLOYMENT
BY THE COMPANY FOR CAUSE PURSUANT TO SECTION 8(E) HEREOF; OR
(VII)
NON-RENEWAL OF THE EMPLOYMENT TERM IN ACCORDANCE
WITH SECTION 1.
(B)
DISABILITY.
IF BY REASON OF PHYSICAL OR
MENTAL ILLNESS OR INCAPACITY THE EXECUTIVE IS UNABLE TO CARRY OUT HIS MATERIAL
DUTIES PURSUANT TO THIS AGREEMENT FOR MORE THAN 90 DAYS DURING ANY ROLLING
12-MONTH PERIOD, THE COMPANY MAY TERMINATE EXECUTIVE'S EMPLOYMENT FOR
"DISABILITY."
SUCH TERMINATION SHALL BE UPON 30 DAYS WRITTEN NOTICE BY A NOTICE
OF DISABILITY TERMINATION, AT ANY TIME WHILE THE EXECUTIVE IS UNABLE TO CARRY
OUT HIS DUTIES AS A RESULT OF SUCH DISABILITY.
(C)
(I)
TERMINATION FOR GOOD REASON.
A TERMINATION FOR GOOD REASON MEANS A TERMINATION
BY THE EXECUTIVE BY WRITTEN NOTICE IN ACCORDANCE WITH SUBSECTION (II) BELOW
GIVEN WITHIN 45 DAYS AFTER THE OCCURRENCE OF THE GOOD REASON EVENT, UNLESS SUCH
CIRCUMSTANCES ARE FULLY CORRECTED BY THE COMPANY AS PROVIDED IN SUBSECTION (II)
BELOW.
FOR PURPOSES OF THIS AGREEMENT, "GOOD REASON" SHALL MEAN THE OCCURRENCE
OF ANY OF THE FOLLOWING CIRCUMSTANCES WITHOUT THE EXECUTIVE'S EXPRESS WRITTEN
CONSENT, WHICH OCCURS WITHIN