1, 1997, Officer's compensation will be reviewed by the Board of the Company,
or the Compensation Committee thereof, and after taking into consideration
performance, the Committee may increase Officer's compensation. In the event
the Company establishes a bonus plan for compensating executive or managerial
employees, Officer may participate in such a plan, provided that any bonuses
paid under such plan shall be in addition to the compensation provided for in
this Agreement. All compensation payable hereunder shall be subject to
withholding for federal income taxes, FICA and all other applicable federal,
state and local withholding requirements.
5. EXTENT OF SERVICE. Officer shall devote substantially her
entire time, attention and energies to the business of the Company and shall
not during the term of this Agreement take an active role in any other business
activity without the prior written consent of the Company; but this shall not
prevent Officer from making real estate or other investments of a passive
6. DISABILITY. In the case of illness or incapacity resulting in
Officer being unable to perform her services, the Company shall provide through
insurance or on its own account coverage for Officer that will provide payment
of full salary and benefits for twelve (12) months. For the period beyond
twelve (12) months, the Company shall provide such coverage to Officer as is
then available to Officer in accordance with Company policy. To the extent
that payments are received from Worker's Compensation or other Company paid
plans, the Company's obligations will be reduced by amounts so received.
7. TERMINATION FOR CAUSE. For the purposes of this Agreement,
the Company shall have "cause" upon (i) a felony conviction of Officer or the
failure of Officer to contest prosecution for a felony, (ii) conviction of a
crime involving moral turpitude, or (iii) willful and continued misconduct or
gross negligence by Officer in the performance of her duties as an officer.
For purposes of this Section 7, "willful" shall be determined by the Board of
Directors of the Company. In making such determination, the Board of Directors
of the Company shall not act unreasonably or arbitrarily.
8. TERMINATION WITHOUT CAUSE. Officer's employment under this
Agreement may be terminated (i) by the Company at any time without cause and
(ii) at any time within twelve (12) months following the occurrence of a Change
In Control (as defined in Section 17 herein) by Officer for Good Reason (as
defined in Section 17 herein) provided:
The Company shall pay Officer one year's salary, payable in twelve
monthly installments following the date of termination of employment, based
upon the annual rate payable as of the date of termination, without further
cost of living adjustments, subject to the following:
(a) Officer shall continue to be covered under health and
life insurance plans of the Company for one (1) year.
Officer's benefits shall be reduced, however, by any
such coverage that Officer receives incident to any
employment during said one-year period.