MADE GENERALLY AVAILABLE
BY THE COMPANY TO ITS EXECUTIVES, INCLUDING PLANS PROVIDING RETIREMENT,
401(K) BENEFITS, HEALTH CARE, LIFE INSURANCE, DISABILITY AND SIMILAR BENEFITS.
(E)
EXECUTIVE IS ELIGIBLE FOR VACATION IN ACCORDANCE
WITH THE COMPANY'S STANDARD VACATION POLICY.
EXECUTIVE WILL BE PROVIDED A
VEHICLE IN ACCORDANCE WITH THE COMPANY'S AUTOMOBILE POLICY.
EXECUTIVE WILL BE
PROVIDED AN ANNUAL PHYSICAL EXAMINATION. EXECUTIVE WILL BE PROMPTLY REIMBURSED
BY THE COMPANY FOR ALL REASONABLE BUSINESS EXPENSES EXECUTIVE INCURS AND
PROPERLY REPORTS IN CARRYING OUT EXECUTIVE'S DUTIES AND RESPONSIBILITIES UNDER
THIS AGREEMENT.
3.
TERMINATION.
3.1
BY COMPANY.
THE COMPANY SHALL HAVE THE
RIGHT TO TERMINATE EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT AT ANY TIME
DURING THE TERM BY NOTICE OF TERMINATION (AS
DESCRIBED IN SECTION 6).
IF THE COMPANY TERMINATES EXECUTIVE'S EMPLOYMENT UNDER
THIS AGREEMENT (I) FOR CAUSE, AS DEFINED IN SECTION 5.2, (II) IF EXECUTIVE
BECOMES DISABLED, OR (III) UPON EXECUTIVE'S DEATH, THE COMPANY'S OBLIGATIONS
UNDER THIS AGREEMENT SHALL CEASE AS OF THE DATE OF TERMINATION; PROVIDED,
HOWEVER, THAT EXECUTIVE WILL BE ENTITLED TO WHATEVER BENEFITS ARE PAYABLE TO
EXECUTIVE PURSUANT TO THE TERMS OF ANY HEALTH, LIFE INSURANCE, DISABILITY,
WELFARE, RETIREMENT OR OTHER PLAN OR PROGRAM MAINTAINED BY THE COMPANY IN WHICH
EXECUTIVE PARTICIPATES. IF THE COMPANY TERMINATES EXECUTIVE DURING THE TERM OF
THIS AGREEMENT OTHER THAN PURSUANT TO CLAUSES (I) THROUGH (III) OF THIS
SECTION 3.1, EXECUTIVE SHALL BE ENTITLED TO RECEIVE THE COMPENSATION AND
BENEFITS PROVIDED IN SUBSECTIONS (A) THROUGH (C) BELOW.
UNLESS SPECIFIED
OTHERWISE, THE TIME PERIODS IN SUBSECTIONS (A) THROUGH (C) BELOW SHALL BE THE
12-MONTH PERIOD COMMENCING ON THE DATE OF EXECUTIVE'S TERMINATION OF EMPLOYMENT
("SEVERANCE PERIOD"). EXCEPT AS OTHERWISE PROVIDED HEREIN, THE COMPANY AGREES
THAT IF EXECUTIVE TERMINATES EMPLOYMENT AND IS ENTITLED TO COMPENSATION AND
BENEFITS UNDER THIS SECTION 3.1, HE SHALL NOT BE REQUIRED TO MITIGATE DAMAGES BY
SEEKING OTHER EMPLOYMENT, NOR SHALL ANY AMOUNT HE EARNS REDUCE THE AMOUNT
PAYABLE BY THE COMPANY HEREUNDER.
EXECUTIVE AGREES THAT THE COMPENSATION AND
BENEFITS PROVIDED PURSUANT TO SECTIONS 3.1 AND 3.2 SHALL BE THE ONLY SEVERANCE
BENEFITS PAYABLE TO EXECUTIVE BY THE COMPANY AND ITS AFFILIATES AS A RESULT OF
EXECUTIVE'S TERMINATION OF EMPLOYMENT AND EXECUTIVE HEREBY WAIVES HIS RIGHTS (IF
ANY) TO ANY SEVERANCE BENEFITS UNDER ANY OTHER PLAN OR PROGRAM OF THE COMPANY
AND ITS AFFILIATES.
THE COMPENSATION AND BENEFITS PAYABLE OR TO BE PROVIDED
UNDER SUBSECTIONS (A) THROUGH (C) BELOW SHALL CEASE IN THE EVENT OF EXECUTIVE'S
DEATH AFTER TERMINATION OF EMPLOYMENT.
(A)
BASE SALARY - EXECUTIVE WILL CONTINUE TO RECEIVE
HIS BASE SALARY AS THEN IN EFFECT (SUBJECT TO WITHHOLDING OF ALL APPLICABLE
TAXES) FOR THE SEVERANCE PERIOD IN THE SAME MANNER AS IT WAS BEING PAID AS OF
THE DATE OF TERMINATION.
(B)
BONUSES AND INCENTIVES - EXECUTIVE SHALL RECEIVE
BONUS PAYMENTS FROM THE COMPANY FOR EACH MONTH OF THE SEVERANCE PERIOD IN AN
AMOUNT FOR EACH SUCH MONTH EQUAL TO ONE-TWELFTH OF THE AVERAGE OF THE BONUSES
EARNED BY HIM FOR THE TWO FISCAL YEARS IN WHICH BONUSES WERE PAID IMMEDIATELY
PRECEDING