AS IT SEES FIT FROM TIME TO TIME IN THE
NORMAL COURSE OF BUSINESS SO LONG AS IT DOES SO FOR ALL SENIOR EXECUTIVES OF THE
EMPLOYER.
(G)
VACATIONS.
EXECUTIVE SHALL BE ENTITLED TO PAID VACATIONS IN
ACCORDANCE WITH THE THEN REGULAR PROCEDURES OF THE EMPLOYER GOVERNING SENIOR
EXECUTIVE OFFICERS.
(H)
OTHER BENEFITS.
DURING THE EMPLOYMENT PERIOD, THE EMPLOYER SHALL
PROVIDE TO EXECUTIVE SUCH OTHER BENEFITS, AS GENERALLY MADE AVAILABLE TO OTHER
SENIOR EXECUTIVES OF THE EMPLOYER (OTHER THAN LIFE INSURANCE AND OTHER DEATH
BENEFITS AND OTHER THAN LONG-TERM DISABILITY COVERAGE).
4.
INDEMNIFICATION AND LIABILITY INSURANCE.
THE EMPLOYER AGREES TO
INDEMNIFY EXECUTIVE TO THE EXTENT PERMITTED BY APPLICABLE LAW, AS THE SAME
EXISTS AND MAY HEREAFTER BE AMENDED, FROM AND AGAINST ANY AND ALL LOSSES,
DAMAGES, CLAIMS, LIABILITIES AND EXPENSES ASSERTED AGAINST, OR INCURRED OR
SUFFERED BY, EXECUTIVE (INCLUDING THE COSTS AND EXPENSES OF LEGAL COUNSEL
RETAINED BY THE EMPLOYER TO DEFEND EXECUTIVE AND JUDGMENTS, FINES AND AMOUNTS
PAID IN SETTLEMENT ACTUALLY AND REASONABLY INCURRED BY OR IMPOSED ON SUCH
INDEMNIFIED PARTY) WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING, WHETHER
CIVIL, CRIMINAL ADMINISTRATIVE OR INVESTIGATIVE (A "PROCEEDING") IN WHICH
EXECUTIVE IS MADE A PARTY OR THREATENED TO BE MADE A PARTY, EITHER WITH REGARD
TO HIS ENTERING INTO THIS AGREEMENT WITH THE EMPLOYER OR IN HIS CAPACITY AS AN
OFFICER OR DIRECTOR, OR FORMER OFFICER OR DIRECTOR, OF THE EMPLOYER OR ANY
AFFILIATE THEREOF FOR WHICH HE MAY SERVE IN SUCH CAPACITY.
THE EMPLOYER ALSO
AGREES TO SECURE AND MAINTAIN OFFICERS AND DIRECTORS LIABILITY INSURANCE
PROVIDING COVERAGE FOR EXECUTIVE. THE PROVISIONS OF THIS SECTION 4 SHALL REMAIN
IN EFFECT AFTER THIS AGREEMENT IS TERMINATED IRRESPECTIVE OF THE REASONS FOR
TERMINATION.
5.
EMPLOYER'S POLICIES.
EXECUTIVE AGREES TO OBSERVE AND COMPLY WITH
THE REASONABLE RULES AND REGULATIONS OF THE EMPLOYER AS ADOPTED BY THE BOARD
FROM TIME TO TIME REGARDING THE PERFORMANCE OF HIS DUTIES AND TO CARRY OUT AND
PERFORM ORDERS, DIRECTIONS AND POLICIES COMMUNICATED TO HIM FROM TIME TO TIME BY
THE BOARD, SO LONG AS SAME ARE OTHERWISE CONSISTENT WITH THIS AGREEMENT.
6.
TERMINATION.
EXECUTIVE'S EMPLOYMENT HEREUNDER MAY BE TERMINATED
UNDER THE FOLLOWING CIRCUMSTANCES:
3
(A)
TERMINATION BY THE EMPLOYER.
(I)
DEATH.
EXECUTIVE'S EMPLOYMENT HEREUNDER SHALL TERMINATE UPON HIS
DEATH.
(II)
DISABILITY.
IF, AS A RESULT OF EXECUTIVE'S INCAPACITY DUE TO
PHYSICAL OR MENTAL ILLNESS OR DISABILITY, EXECUTIVE SHALL HAVE BEEN INCAPABLE OF
PERFORMING HIS DUTIES HEREUNDER EVEN WITH A REASONABLE ACCOMMODATION ON A
FULL-TIME BASIS FOR THE ENTIRE PERIOD OF FOUR CONSECUTIVE MONTHS OR ANY 120 DAYS
IN A 180-DAY PERIOD, AND WITHIN 30 DAYS AFTER WRITTEN NOTICE OF TERMINATION (AS
DEFINED IN SECTION 6(D)) IS GIVEN HE SHALL NOT HAVE RETURNED TO THE PERFORMANCE
OF HIS DUTIES HEREUNDER ON A FULL-TIME BASIS, THE EMPLOYER MAY TERMINATE
EXECUTIVE'S EMPLOYMENT HEREUNDER.
(III)
CAUSE.
THE EMPLOYER MAY TERMINATE EXECUTIVE'S EMPLOYMENT
HEREUNDER FOR CAUSE.
FOR PURPOSES OF THIS AGREEMENT, "CAUSE" SHALL MEAN:
(I)
EXECUTIVE'S ENGAGING IN CONDUCT WHICH IS A FELONY; (II) EXECUTIVE'S ENGAGING IN
CONDUCT CONSTITUTING A MATERIAL