CHOICE, INCLUDING PAYMENT
OF UP TO A 6% REAL ESTATE BROKER
COMMISSION FEE ("HAWAIIAN BROKER FEE") PAID BY THE EXECUTIVE ON THE SALE OF HIS
HAWAIIAN RESIDENCE, PLUS AN ADDITIONAL PAYMENT IN AN AMOUNT SUCH THAT, AFTER
PAYMENT BY THE EXECUTIVE OF ALL THE INCOME TAXES IMPOSED ON THE RELOCATION
REIMBURSEMENT AND THE ADDITIONAL PAYMENT, THE EXECUTIVE WOULD RETAIN AN AMOUNT
EQUAL TO RELOCATION REIMBURSEMENT; AND
(2)
Reimbursement for any lease termination
penalties ("Lease Reimbursement") incurred by Executive pursuant to
Section 3(i) of the Employment Agreement (but subject to the limitations
contained therein) plus an additional payment in an amount such that, after
payment by the Executive of all the income taxes imposed on the Lease
Reimbursement and the additional payment, the Executive would retain an amount
equal to Lease Reimbursement.
3.
CONTINUED MEDICAL BENEFITS. FOLLOWING
THE TERMINATION DATE, EMPLOYER SHALL CONTINUE COVERAGE (AT THE COMPANY'S
EXPENSE) FOR EXECUTIVE AND HIS DEPENDENTS UNDER ALL COMPANY GROUP HEALTH BENEFIT
PLANS IN WHICH EXECUTIVE AND ANY DEPENDENTS WERE ENTITLED TO PARTICIPATE
IMMEDIATELY PRIOR TO THE TERMINATION DATE (UNDER THE SAME TERMS AS DURING
EMPLOYMENT), INCLUDING HMSA MEDICAL PLAN, HDS DENTAL PLAN, HMSA VISION PLAN, AND
EXEC U CARE SUPPLEMENTAL PLAN, FOR TWELVE MONTHS FROM THE TERMINATION DATE,
WHICH PERIOD SHALL BE CO-EXTENSIVE WITH THE PERIOD OF COVERAGE WITH RESPECT TO
EXECUTIVE UNDER COBRA. . THEREAFTER, EXECUTIVE SHALL BE ELIGIBLE FOR SUCH
CONTINUED COVERAGE AT HIS OWN EXPENSE FOR THE REMAINDER OF THE APPLICABLE COBRA
COVERAGE PERIOD. EXCEPT AS PROVIDED IN SECTIONS 1, 2, 3, 5 AND 7 HEREOF OR BY
APPLICABLE LAW OR PLAN DOCUMENTS, ALL OTHER COMPENSATION, BENEFITS OR
PERQUISITES SHALL CEASE UPON THE TERMINATION DATE.
2
4.
CONTINUED EFFECT OF EMPLOYMENT
AGREEMENT. THE TERMS AND CONDITIONS OF SECTIONS 6 THROUGH 10 OF THE EMPLOYMENT
AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT FOR THE APPLICABLE PERIODS OF
TIME INDICATED.
5.
EQUITY IN EMPLOYER. EXECUTIVE SHALL BE
ENTITLED TO EXERCISE ALL OF HIS VESTED STOCK OPTIONS THROUGH THE THIRTIETH DAY
FOLLOWING THE TERMINATION DATE IN ACCORDANCE WITH THE TERMS OF THE STOCK OPTION
AGREEMENT AND STOCK OPTION PLAN.
6.
RESIDUAL DUTIES. THE PARTIES AGREE AND
INTEND THAT ANY AND ALL DUTIES OF LOYALTY, FIDELITY, AND CONFIDENTIALITY RUNNING
FROM EXECUTIVE TO EMPLOYER AND ARISING OUT OF THE COMMON LAW AS A CONSEQUENCE OF
THE PARTIES' EMPLOYMENT RELATIONSHIP SHALL CONTINUE IN FULL FORCE AND EFFECT
BETWEEN THE PARTIES UNTIL THE TERMINATION DATE; PROVIDED, HOWEVER, THAT NEITHER
THIS PARAGRAPH NOR ANY OTHER PORTION OF THIS AGREEMENT SHALL BE INTERPRETED TO
DIMINISH ANY RESIDUAL DUTIES OR OBLIGATIONS OF EXECUTIVE TO EMPLOYER THAT MAY
ARISE OR CONTINUE IN EFFECT UNDER THE COMMON LAW AFTER THE TERMINATION DATE.
7.
ATTORNEYS' FEES. EXECUTIVE SHALL BE
REIMBURSED FOR REASONABLE ATTORNEYS' FEES AND COSTS INCURRED IN CONNECTION WITH
THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT IN AN AMOUNT NOT TO EXCEED
$4,500.
8.
NO OTHER PAYMENTS. EXECUTIVE
UNDERSTANDS AND AGREES THAT EMPLOYER SHALL MAKE NO OTHER PAYMENTS TO EXECUTIVE,
AND SHALL HAVE NO OTHER OBLIGATIONS TO EXECUTIVE EXCEPT AS