TO EMPLOYEE'S ESTATE
OR LEGAL REPRESENTATIVE OR OTHERWISE, OTHER THAN THE PAYMENT OF BENEFITS, IF
ANY, PURSUANT TO SECTION 2(C).
(II)
DISABILITY.
IF THE EMPLOYMENT PERIOD IS
TERMINATED PURSUANT TO THE PROVISIONS OF SECTION 3(A) ABOVE DUE TO EMPLOYEE'S
TOTAL DISABILITY AS DETERMINED THEREUNDER, THIS AGREEMENT SHALL TERMINATE, AND
(I) EMPLOYERS WILL CONTINUE THE PAYMENT OF EMPLOYEE'S BASIC COMPENSATION AT THE
THEN CURRENT RATE UNTIL THE EARLIER OF (A) THE BENEFITS UNDER ANY LONG-TERM
DISABILITY
4
INSURANCE PROVIDED BY EMPLOYERS COMMENCES OR (B) 180 DAYS FROM THE DATE OF SUCH
TOTAL DISABILITY, (II) EMPLOYERS SHALL PAY A PRO RATA PORTION (BASED ON A
FRACTION THE NUMERATOR OF WHICH IS THE NUMBER OF DAYS EMPLOYEE WORKED IN THE
YEAR EMPLOYEE BECAME TOTALLY DISABLED AND THE DENOMINATOR OF WHICH IS 365) OF
THE BONUS AS SET FORTH IN SECTION 2(B) WHICH EMPLOYEE WOULD HAVE BEEN ENTITLED
TO RECEIVE FOR THE YEAR IN WHICH TERMINATION OCCURS IF THE PERFORMANCE
OBJECTIVES ESTABLISHED IN EMPLOYERS' MANAGEMENT INCENTIVE PLAN ARE ACHIEVED, AND
(III) EMPLOYERS SHALL PAY ANY UN-REIMBURSED EXPENSES PURSUANT TO SECTION 5
BELOW.
THEREAFTER, EMPLOYERS SHALL HAVE NO OBLIGATION FOR BASIC COMPENSATION OR
OTHER COMPENSATION PAYMENTS TO EMPLOYEE DURING THE CONTINUANCE OF SUCH TOTAL
DISABILITY.
(III)
TERMINATION FOR CAUSE OR VOLUNTARY
TERMINATION.
IF THE EMPLOYMENT PERIOD IS TERMINATED FOR CAUSE OR VOLUNTARILY BY
THE EMPLOYEE FOR REASONS OTHER THAN THOSE DESCRIBED IN SECTION 3(A) OR 3(D)
ABOVE, NO FURTHER COMPENSATION OR BENEFITS SHALL BE PAID TO EMPLOYEE AFTER THE
DATE OF TERMINATION, BUT EMPLOYEE SHALL BE ENTITLED TO RECEIVE BENEFITS TO WHICH
HE IS OR MAY BECOME ENTITLED PURSUANT TO ANY BENEFIT PLAN WHICH BY ITS TERMS
SURVIVE TERMINATION.
(IV)
TERMINATION WITHOUT CAUSE; CONSTRUCTIVE
TERMINATION.
IF THE EMPLOYMENT PERIOD IS TERMINATED PURSUANT TO SECTION 3(C) OR
3(D) ABOVE, EMPLOYEE SHALL BE ENTITLED (I) TO CONTINUE TO RECEIVE FROM EMPLOYERS
HIS THEN CURRENT BASIC COMPENSATION, SUCH AMOUNT TO CONTINUE TO BE PAID IN
ACCORDANCE WITH THE PAYROLL PRACTICES OF EMPLOYERS FOR A PERIOD EQUAL TO 18
MONTHS, (II) TO RECEIVE HIS BONUS PURSUANT TO SECTION 2(B) FOR THE YEAR IN WHICH
EMPLOYEE IS TERMINATED, (III) DURING SUCH 18-MONTH PERIOD, TO CONTINUE TO
RECEIVE THE BENEFITS TO WHICH HE WOULD OTHERWISE BE ENTITLED DURING THE
EMPLOYMENT PERIOD PURSUANT TO SECTION 2(C) ABOVE; PROVIDED THAT EMPLOYEE SHALL
CONTINUE TO MAKE THE SAME CONTRIBUTIONS TOWARD SUCH COVERAGE AS EMPLOYEE WAS
MAKING ON THE DATE OF TERMINATION, WITH SUCH ADJUSTMENTS TO CONTRIBUTIONS AS ARE
MADE GENERALLY FOR ALL EMPLOYERS' EMPLOYEES, AND (IV) DURING SUCH 18-MONTH
PERIOD, TO A CAR ALLOWANCE AS CONTEMPLATED BY SECTION 5 BELOW; PROVIDED,
HOWEVER, THAT EMPLOYEE SHALL NO LONGER BE ENTITLED TO PARTICIPATE IN ANY OF
EMPLOYERS' 401K PLANS, EXCESS SAVINGS PLANS, TAX QUALIFIED PROFIT SHARING PLANS
OR ANY OTHER RETIREMENT PLANS.
EMPLOYEE SHALL HAVE THE OPTION TO RECEIVE THE
PRESENT VALUE OF THE COMPENSATION, BONUS AND BENEFITS (AT A 12% DISCOUNT)
DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE IN A LUMP SUM PAYMENT, WITH SUCH
OPTION TO BE EXERCISED BY EMPLOYEE IN WRITING WITHIN TEN