WILL NOT BE LESS THAN THE TARGET ANNUAL BONUS EXECUTIVE IS ELIGIBLE
TO RECEIVE AS OF THE EFFECTIVE DATE OR THAT EXECUTIVE MAY HEREAFTER BECOME
ELIGIBLE TO RECEIVE.
(C)
DURING THE EMPLOYMENT PERIOD, EXECUTIVE
SHALL BE, TO THE EXTENT ELIGIBLE, ENTITLED TO PARTICIPATE IN THE EMPLOYEE
BENEFIT PROGRAMS MADE AVAILABLE TO ALL EMPLOYEES OF THE COMPANY ACCORDING TO
THEIR TERMS. IN ADDITION, EXECUTIVE SHALL BE ENTITLED TO OTHER PERQUISITES AND
FRINGE BENEFITS IN SUCH AMOUNTS AS DETERMINED BY THE CHIEF EXECUTIVE OFFICER OR
THE PRESIDENT IN ACCORDANCE WITH COMPANY POLICY AND PRACTICE AND AS APPROVED BY
THE COMPENSATION COMMITTEE. WITHOUT LIMITING THE FOREGOING, EXECUTIVE SHALL BE
ENTITLED TO THE FOLLOWING BENEFITS DURING THE EMPLOYMENT PERIOD:
(I)
PARTICIPATION IN ANY LONG-TERM INCENTIVE
PLAN ADOPTED BY THE COMPANY FOR THE BENEFIT OF SENIOR EXECUTIVES OF THE COMPANY
AS DETERMINED BY THE BOARD (OR A COMMITTEE THEREOF);
(II)
FOUR WEEKS (20 WORKING DAYS) OF PAID
VACATION EACH YEAR (AS PRORATED FOR PARTIAL YEARS), IN ADDITION TO HOLIDAYS, IN
ACCORDANCE WITH THE COMPANY'S POLICY ON ACCRUAL AND USE APPLICABLE TO SENIOR
EXECUTIVES, WHICH VACATION MAY BE TAKEN AT SUCH TIMES AS MUTUALLY AGREED BETWEEN
EXECUTIVE AND THE COMPANY; AND
(III)
REIMBURSEMENT FOR ALL REASONABLE AND
NECESSARY TRAVEL, ENTERTAINMENT AND OTHER BUSINESS EXPENSES INCURRED BY
EXECUTIVE, IN ACCORDANCE WITH COMPANY POLICY (INCLUDING PRESENTMENT OF
APPROPRIATE DOCUMENTATION).
4.
EMPLOYMENT PERIOD. EXECUTIVE'S TERM OF
EMPLOYMENT UNDER THIS AGREEMENT (SUCH TERM OF EMPLOYMENT, AS IT MAY BE EXTENDED
OR TERMINATED, IS HEREIN REFERRED TO AS THE "EMPLOYMENT PERIOD") SHALL BE FOR A
TERM COMMENCING ON THE EFFECTIVE DATE AND, UNLESS TERMINATED EARLIER AS PROVIDED
IN PARAGRAPH 5 HEREOF, ENDING ON THE FIFTH ANNIVERSARY OF THE EFFECTIVE DATE
(THE "ORIGINAL EMPLOYMENT PERIOD"), PROVIDED THAT THE EMPLOYMENT PERIOD SHALL BE
AUTOMATICALLY EXTENDED, SUBJECT TO EARLIER TERMINATION AS PROVIDED IN PARAGRAPH
5 HEREOF, FOR SUCCESSIVE ADDITIONAL TWO (2) YEAR PERIODS (THE "ADDITIONAL
TERMS"), UNLESS, AT LEAST 180 DAYS PRIOR TO THE END OF THE ORIGINAL EMPLOYMENT
TERM OR THE THEN ADDITIONAL TERM, THE COMPANY OR EXECUTIVE HAS NOTIFIED THE
OTHER IN WRITING THAT THE EMPLOYMENT PERIOD SHALL TERMINATE AT THE END OF THE
THEN CURRENT TERM.
5.
TERMINATION. EXECUTIVE'S EMPLOYMENT AND
THE EMPLOYMENT PERIOD SHALL TERMINATE ON THE FIRST OF THE FOLLOWING TO OCCUR:
(A)
AUTOMATICALLY ON THE DATE EXECUTIVE DIES.
2
(B)
UPON 30 DAYS' PRIOR WRITTEN NOTICE BY
EXECUTIVE TO THE COMPANY OF EXECUTIVE'S VOLUNTARY TERMINATION OF EMPLOYMENT
WITHOUT GOOD REASON.
(C)
UPON WRITTEN NOTICE BY EXECUTIVE TO THE
COMPANY OF A TERMINATION FOR GOOD REASON, UNLESS SUCH EVENTS ARE CORRECTED IN
ALL MATERIAL RESPECTS BY THE COMPANY WITHIN 20 DAYS FOLLOWING WRITTEN
NOTIFICATION BY EXECUTIVE TO THE COMPANY THAT EXECUTIVE INTENDS TO TERMINATE
EMPLOYMENT HEREUNDER FOR GOOD REASON. "GOOD REASON" SHALL MEAN THE OCCURRENCE OF
ANY OF THE FOLLOWING EVENTS, WITHOUT EXECUTIVE'S EXPRESS WRITTEN CONSENT:
(I)
A SUBSTANTIAL ADVERSE CHANGE IN DUTIES
THAT RESULTS IN EXECUTIVE PERFORMING DUTIES THAT ARE OF A SIGNIFICANTLY LOWER
LEVEL THAN THOSE CUSTOMARILY PERFORMED BY EXECUTIVE DURING THE YEAR PRECEDING
THE TERMINATION