WITH THE SERVICES TO BE
PERFORMED BY HIM PURSUANT TO THE TERMS OF THIS AGREEMENT, WILL BE REQUIRED TO
MAKE PAYMENTS FOR TRAVEL, ENTERTAINMENT AND SIMILAR EXPENSES.
THE COMPANY SHALL
REIMBURSE THE EMPLOYEE FOR ALL REASONABLE EXPENSES INCURRED BY THE EMPLOYEE IN
CONNECTION WITH THE PERFORMANCE OF HIS DUTIES HEREUNDER OR OTHERWISE ON BEHALF
OF THE COMPANY.
SECTION 6.
TERMINATION.
THE EMPLOYEE'S EMPLOYMENT MAY TERMINATE PRIOR TO THE
END OF THE EMPLOYMENT TERM AS PROVIDED IN THIS SECTION 6.
(A) DEATH OR DISABILITY.
THE EMPLOYEE'S EMPLOYMENT WILL TERMINATE (X)
IMMEDIATELY UPON THE DEATH OF THE EMPLOYEE DURING THE TERM OF HIS EMPLOYMENT
HEREUNDER OR (Y) AT THE OPTION OF THE COMPANY, UPON THIRTY (30) DAYS' PRIOR
WRITTEN NOTICE TO THE EMPLOYEE, IN THE EVENT OF THE EMPLOYEE'S DISABILITY.
THE
EMPLOYEE SHALL NOT BE DEEMED DISABLED UNLESS, AS A RESULT OF THE EMPLOYEE'S
INCAPACITY DUE TO PHYSICAL OR MENTAL ILLNESS (AS DETERMINED BY A PHYSICIAN
SELECTED BY THE EMPLOYER OR ITS INSURERS AND REASONABLY ACCEPTABLE TO THE
EMPLOYEE OR HIS REPRESENTATIVE), THE EMPLOYEE SHALL HAVE BEEN ABSENT FROM AND
UNABLE TO PERFORM HIS DUTIES WITH THE COMPANY ON A FULL-TIME BASES FOR ONE
HUNDRED TWENTY (120) CONSECUTIVE BUSINESS DAYS.
IN THE EVENT OF TERMINATION OF
THE EMPLOYEE'S EMPLOYMENT PURSUANT TO THIS SECTION 6(A):
(1) THE COMPANY SHALL IMMEDIATELY PAY THE EMPLOYEE ANY PORTION OF THE EMPLOYEE'S
BASE SALARY ACCRUED BUT UNPAID THROUGH THE DATE OF SUCH TERMINATION AND ALL
PAYMENTS AND REIMBURSEMENTS UNDER SECTION 5 HEREOF FOR EXPENSES INCURRED PRIOR
TO SUCH TERMINATION.
SIX (6) MONTHS AFTER THE DATE OF TERMINATION, THE COMPANY
WILL MAKE A LUMP SUM CASH PAYMENT EQUAL TO THE EMPLOYEE'S BASE SALARY AND A
PRORATED ANNUAL BONUS FOR THE YEAR OF TERMINATION EQUAL TO THIRTY-FIVE PERCENT
(35%) OF THE AMOUNT CALCULATED BY DIVIDING THE EMPLOYEE'S ANNUAL BASE SALARY AT
THE DATE OF SUCH TERMINATION BY TWELVE (12) AND MULTIPLYING THE RESULT BY THE
NUMBER OF MONTHS IN THE YEAR OF SUCH TERMINATION THAT BEGAN OR ENDED PRIOR TO
THE DATE OF SUCH TERMINATION.
IF THE COMPANY ACHIEVES TARGET PERFORMANCE
OBJECTIVES FOR THE ENTIRE YEAR IN WHICH SUCH TERMINATION OCCURS THAT, UNDER THE
EXECUTIVE BONUS PLAN OR ANY OTHER THEN EFFECTIVE BONUS PLAN, WOULD HAVE ENTITLED
THE EMPLOYEE TO RECEIVE AN ANNUAL BONUS FOR SUCH YEAR CALCULATED AT A PERCENT
GREATER THAN THIRTY-FIVE PERCENT (35%) OF BASE SALARY, THE EMPLOYEE OR HIS
ESTATE SHALL BE ENTITLED TO RECEIVE, AT THE TIME SUCH BONUS WOULD HAVE NORMALLY
BEEN PAYABLE OR SIX (6) MONTHS AFTER THE TERMINATION OF EMPLOYMENT (WHICHEVER
LATER OCCURS), AN ADDITIONAL AMOUNT EQUAL TO (X) SUCH LARGER BONUS AMOUNT
DIVIDED BY TWELVE (12) AND MULTIPLIED BY THE NUMBER OF MONTHS IN THE YEAR OF
SUCH TERMINATION THAT BEGAN OR ENDED PRIOR TO THE DATE OF SUCH TERMINATION MINUS
(Y) THE AMOUNT PREVIOUSLY PAID PURSUANT TO THE PRECEDING SENTENCE.
(2) THE EMPLOYEE SHALL BE ENTITLED TO RECEIVE ALL VESTED BENEFITS UNDER THE
COMPANY'S OTHERWISE APPLICABLE PLANS AND PROGRAMS.
(B) FOR CAUSE.
THE COMPANY MAY TERMINATE THE EMPLOYEE'S