OF THE EMPLOYER GOVERNING SENIOR EXECUTIVE
OFFICERS.
(H)
CERTAIN 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.
IN ADDITION, THE EMPLOYER SHALL MAINTAIN
LIFE INSURANCE FOR THE BENEFIT OF EXECUTIVE'S BENEFICIARIES IN A FACE AMOUNT
EQUAL TO $10,000,000; PROVIDED, HOWEVER, THAT SUCH COVERAGE SHALL ONLY BE
REQUIRED IF AVAILABLE TO THE EMPLOYER AT REASONABLE RATES; AND PROVIDED,
FURTHER, THAT EXECUTIVE COOPERATES AS REASONABLY REQUESTED BY THE EMPLOYER IN
THE EMPLOYER'S EFFORTS TO OBTAIN SUCH INSURANCE.
IF SUCH INSURANCE IS NOT
AVAILABLE AT REASONABLE RATES, THEN THE EMPLOYER SHALL PROVIDE SUCH COVERAGE ON
A SELF-INSURED BASIS, AT A COST TO THE EMPLOYER NOT TO EXCEED THE AMOUNT
EXECUTIVE WOULD RECEIVE UPON A TERMINATION BY THE EMPLOYER WITHOUT CAUSE (AS
DEFINED IN SECTION 6(A)(III) BELOW) UNDER SECTION 7(A)(II); PROVIDED THAT, FOR
PURPOSES OF THIS SENTENCE, THE MULTIPLIER IN CLAUSE (Y) OF SUCH SECTION SHALL BE
THE LESSER OF (I) THREE OR (II) THE NUMBER OF YEARS (INCLUDING PARTIAL YEARS)
REMAINING IN THE THEN CURRENT EMPLOYMENT PERIOD.
(I)
LOANS.
ANY LOAN EXPRESSLY PROVIDED FOR UNDER THE PREDECESSOR TO THIS
AGREEMENT SHALL CONTINUE IN EFFECT IN ACCORDANCE WITH THE TERMS OF SUCH
PREDECESSOR APPLICABLE TO SUCH LOAN (INCLUDING WITHOUT LIMITATION WITH RESPECT
TO THE CONTINUATION OF ALL PROVISIONS REGARDING LOAN FORGIVENESS AS PROVIDED IN
THAT CERTAIN PREDECESSOR EMPLOYMENT AGREEMENT BETWEEN EXECUTIVE AND THE EMPLOYER
DATED AS OF JANUARY 1, 2001).
3
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.