HOUSING EXPENSES
FOR EXECUTIVE AND HIS FAMILY;
(VII)
NORMAL COSTS FOR MOVING EXECUTIVE'S HOUSEHOLD GOODS AND UP TO TWO
(2) AUTOMOBILES TO THE SAN FRANCISCO, CALIFORNIA BAY AREA FROM HIS CURRENT
PRIMARY RESIDENCE (EXCLUDING THE COSTS OF MOVING ANY UNUSUAL ITEMS SUCH AS
PIANOS, HOME GYMNASIUM EQUIPMENT, ETC.); AND
(VIII)
UP TO $6,000 FOR ANCILLARY COSTS ASSOCIATED WITH SUCH RELOCATION.
In addition to the reimbursement of the relocation expenses described above,
Executive shall be entitled to receive from the Company an additional payment in
an amount sufficient to indemnify him on a net after-tax basis for any income
tax associated with such reimbursements.
All sums paid pursuant to this
Section 4(i) must be repaid to the Company in the event the Executive terminates
his employment other than for Good Reason (as defined in Section 5 below) within
twelve (12) months of the Effective Date.
5.
TERMINATION OF EMPLOYMENT AND SEVERANCE BENEFITS. THIS AGREEMENT
AND THE EXECUTIVE'S EMPLOYMENT HEREUNDER SHALL TERMINATE UNDER THE FOLLOWING
CIRCUMSTANCES:
5
(A)
DEATH. IN THE EVENT OF THE EXECUTIVE'S DEATH DURING THE TERM
HEREOF, THE EXECUTIVE'S EMPLOYMENT HEREUNDER SHALL IMMEDIATELY AND AUTOMATICALLY
TERMINATE. IN SUCH EVENT, THE COMPANY SHALL PAY TO THE EXECUTIVE'S DESIGNATED
BENEFICIARY OR, IF NO BENEFICIARY HAS BEEN DESIGNATED BY THE EXECUTIVE, TO HIS
ESTATE, (I) THE BASE SALARY EARNED BUT NOT PAID THROUGH THE DATE OF TERMINATION,
(II) PAY FOR ANY VACATION TIME EARNED BUT NOT USED THROUGH THE DATE OF
TERMINATION, (III) ANY ANNUAL BONUS AWARDED FOR THE YEAR PRECEDING THAT IN WHICH
TERMINATION OCCURS BUT UNPAID ON THE DATE OF TERMINATION; (IV) A PRO-RATED
ANNUAL BONUS FOR YEAR IN WHICH THE TERMINATION OCCURS; AND (V) ANY BUSINESS
EXPENSES INCURRED BY THE EXECUTIVE BUT UN-REIMBURSED ON THE DATE OF TERMINATION,
PROVIDED THAT SUCH EXPENSES AND REQUIRED SUBSTANTIATION AND DOCUMENTATION ARE
SUBMITTED WITHIN NINETY (90) DAYS OF TERMINATION AND THAT SUCH EXPENSES ARE
REIMBURSABLE UNDER COMPANY POLICY (ALL OF THE FOREGOING, "FINAL COMPENSATION").
IN ADDITION, THE COMPANY SHALL PAY TO THE EXECUTIVE ANY SIGNING BONUS OWED UNDER
THE TERMS OF THE SIGNING BONUS AGREEMENT.
(B)
DISABILITY.
(I)
THE COMPANY MAY TERMINATE THE EXECUTIVE'S EMPLOYMENT HEREUNDER,
UPON NOTICE TO THE EXECUTIVE, IN THE EVENT THAT THE EXECUTIVE BECOMES DISABLED
DURING HIS EMPLOYMENT HEREUNDER THROUGH ANY ILLNESS, INJURY, ACCIDENT OR
CONDITION OF EITHER A PHYSICAL OR PSYCHOLOGICAL NATURE AND, AS A RESULT, IS
UNABLE TO PERFORM SUBSTANTIALLY ALL OF HIS DUTIES AND RESPONSIBILITIES HEREUNDER
FOR ONE HUNDRED AND EIGHTY (180) DAYS DURING ANY PERIOD OF THREE HUNDRED AND
SIXTY-FIVE (365) CONSECUTIVE CALENDAR DAYS. IN THE EVENT OF SUCH TERMINATION,
THE COMPANY SHALL HAVE NO FURTHER OBLIGATION TO THE EXECUTIVE, OTHER THAN FOR
PAYMENT OF FINAL COMPENSATION AND SEVERANCE PAY AND MEDICAL BENEFITS, AS DEFINED
BELOW, AND ANY OBLIGATIONS UNDER THE SIGNING BONUS AGREEMENT.
(II)
THE BOARD MAY DESIGNATE ANOTHER EMPLOYEE TO ACT IN THE
EXECUTIVE'S PLACE DURING ANY PERIOD OF THE EXECUTIVE'S DISABILITY. REGARDLESS OF
WHETHER THE BOARD MAKES ANY SUCH DESIGNATION, THE EXECUTIVE SHALL CONTINUE TO
RECEIVE ALL COMPENSATION SET FORTH IN