EXHIBIT 10.53
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of April 1, 1998 (this "Agreement"), between
HEALTHSOUTH Corporation, a Delaware corporation (the "Company"), and XXXXXXX X.
XXXXXX, a resident of Birmingham, Alabama (the "Executive").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company provides comprehensive rehabilitative, clinical,
diagnostic and surgical healthcare services;
WHEREAS, the Executive is a founder of the Company and serves as Executive
Vice President-Administration and Secretary of the Company and as a member of
its Board of Directors; and
WHEREAS, the Company wishes to assure itself of the continued services of
the Executive so that it will have the continued benefit of his ability,
experience and services, and the Executive is willing to enter into an agreement
to that end, upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
covenant and agree as follows:
1. EMPLOYMENT
The Company hereby agrees to continue to employ the Executive, and the
Executive hereby agrees to remain in the employ of the Company, on and subject
to the terms and conditions of this Agreement.
2. TERM
(a) The period of this Agreement (the "Agreement Term") shall commence as
of the date hereof (the "Effective Date") and shall expire on the third
anniversary of the Effective Date. The Agreement Term shall be automatically
extended for an additional year on each anniversary of the Effective Date,
unless written notice of non-extension is provided by either party to the other
party at least 90 days prior to such anniversary.
(b) The period of the Executive's employment under this Agreement (the
"Employment Period") shall commence as of the Effective Date and shall expire at
the end of the Agreement Term, unless sooner terminated in accordance with the
terms and conditions of this Agreement.
3. POSITION, DUTIES AND RESPONSIBILITIES
(a) The Executive shall serve as, and with the title, office and authority
of, the Executive Vice President-Administration and Secretary of the Company and
as a member of the Board of Directors of the Company (the "Board") and shall
report directly to the Chairman of the Company. The Company shall use its best
efforts to cause the Executive to be nominated and
elected (or renominated and reelected, as the case may be) during the Employment
Period as a director of the Company.
(b) The Executive shall have all of the powers, authority, duties and
responsibilities usually incident to the positions and offices of Executive Vice
President-Administration and Secretary of the Company.
(c) The Executive agrees to devote substantially all of his business time,
efforts and skills to the performance of his duties and responsibilities under
this Agreement; provided, however, that nothing in this Agreement shall preclude
the Executive from devoting reasonable periods required for (i) participating in
professional, educational, philanthropic, public interest, charitable, social or
community activities, (ii) serving as a director or member of an advisory
committee of any corporation or other entity that the Executive is serving on as
of the Effective Date or any other corporation or entity that is not in direct
competition with the Company or (iii) managing his personal investments,
provided that such activities do not materially interfere with the Executive's
regular performance of his duties and responsibilities hereunder.
4. PLACE OF PERFORMANCE
The Executive shall perform his duties at the principal offices of the
Company located at Xxx XxxxxxXxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxx, but from time
to time the Executive may be required to travel to other locations in the proper
conduct of his responsibilities under this Agreement.
5. COMPENSATION AND BENEFITS
In consideration of the services rendered by the Executive during the
Employment Period, the Company shall pay or provide to the Executive the amounts
and benefits set forth below.
(a) Salary. The Company shall pay the Executive an annual base salary (the
"Base Salary") of at least $375,000. The Executive's Base Salary shall be paid
in arrears in substantially equal installments at monthly or more frequent
intervals, in accordance with the normal payroll practices of the Company. The
Executive's Base Salary shall be reviewed at least annually by the Compensation
Committee of the Board (the "Compensation Committee") for consideration of
appropriate merit increases and, once established, the Base Salary shall not be
decreased during the Employment Period.
(b) Incentive Plans. The Executive shall participate in all annual and
long-term bonus or incentive plans or arrangements in which other senior
executives of the Company of a comparable level are eligible to participate from
time to time, including, without limitation, any management bonus pool
arrangement. The Executive's incentive compensation opportunities under such
plans and arrangements shall be determined from time to time by the Compensation
Committee.
(c) Equity Incentives. The Executive shall be given consideration, at least
annually, by the Compensation Committee for the grant of options to purchase
shares of the common stock of the Company. In addition, the Executive shall be
entitled to receive awards under any stock option, stock purchase or
equity-based incentive compensation plan or arrangement adopted by the Company
from time to time for which senior executives of the Company of a comparable
level are eligible to participate. The Executive's awards under such plans and
arrangements shall be determined from time to time by the Compensation
Committee.
(d) Employee Benefits. The Executive shall be entitled to participate in
all employee benefit plans, programs, practices or arrangements of the Company
in which other senior executives of the Company of a comparable level are
eligible to participate from time to time, including, without limitation, any
qualified or non-qualified pension, profit sharing and savings plans, any death
benefit and disability benefit plans, and any medical, dental, health and
welfare plans. Without limiting the generality of the foregoing, the Company
shall provide the Executive with the following:
(i) long-term disability insurance coverage paying benefits equal to
at least 60% of the Executive's Base Salary for the duration of any
permanent and total disability of the Executive;
(ii) continued provision of split-dollar life insurance coverage; and
(iii) provision of the pension benefits provided under a non-qualified
retirement plan for the Executive, a summary of the terms of which is
attached hereto as Exhibit A.
(e) Fringe Benefits and Perquisites. The Executive shall be entitled to
continuation of all fringe benefits and perquisites provided to the Executive on
the Effective Date, and to all fringe benefits and perquisites which are
generally made available to senior executives of the Company of a comparable
level from time to time. Without limiting the generality of the foregoing, the
Company shall provide the Executive with the following:
(i) provision of executive offices and secretarial staff;
(ii) vacation in accordance with the Company's policy for other senior
executives of a comparable level;
(iii) provision of a non-accountable automobile allowance in an amount
to be determined from time to time by the Board of Directors; and
(iv) reimbursement of all reasonable travel and other business
expenses and disbursements incurred by the Executive in the performance of
his duties under this Agreement, upon proper accounting in accordance with
the Company's normal practices and procedures for reimbursement of business
expenses.
6. TERMINATION OF EMPLOYMENT
The Employment Period will be terminated upon the happening of any of the
following events:
(a) Resignation. The Executive may voluntarily terminate his employment
hereunder for any reason at any time.
(b) Termination for Cause. The Company may terminate the Executive's
employment hereunder for Cause. For purposes of this Agreement, the Executive
shall be considered to be terminated for "Cause" only if (i) the Executive is
found, by a non-appealable order of a court or competent jurisdiction, to be
guilty of a felony under the laws of the United States or any state thereof or
(ii) the Executive is found, by a non-appealable order of a court of competent
jurisdiction, to have committed a fraud, which has a material adverse effect on
the Company. However, in no event shall the Executive's employment be considered
to have been terminated for
"Cause" unless and until the Executive receives a copy of a resolution duly
adopted by the affirmative vote of a majority of the Board at a meeting called
and held for such purpose (after reasonable written notice is provided to the
Executive setting forth in reasonable detail the facts and circumstances claimed
to provide a basis of termination for Cause and the Executive is given an
opportunity, together with counsel, to be heard before the Board) finding that
the Executive is guilty of acts or omissions constituting Cause.
(c) Termination other than for Cause. The Board shall have the right to
terminate the Executive's employment hereunder for any reason at any time,
including for any reason that does not constitute Cause, subject to the
consequences of such termination as set forth in this Agreement.
(d) Disability. The Executive's employment hereunder shall terminate upon
his Disability. For purposes of this Agreement, "Disability" shall mean the
inability of the Executive to perform his duties to the Company on account of
physical or mental illness for a period of six consecutive full months, or for a
period of eight full months during any 12-month period. The Executive's
employment shall terminate in such a case on the last day of the applicable
period; provided, however, in no event shall the Executive be terminated by
reason of Disability unless (i) the Executive is eligible for the long-term
disability benefits set forth in Section 5(d)(i) hereof and (ii) the Executive
receives written notice from the Company, at least 30 days in advance of such
termination, stating its intention to terminate the Executive for reason of
Disability and setting forth in reasonable detail the facts and circumstances
claimed to provide a basis for such termination.
(f) Death. The Executive's employment hereunder shall terminate upon his
death.
7. COMPENSATION UPON TERMINATION OF EMPLOYMENT
In the event the Executive's employment by the Company is terminated during
the Agreement Term, the Executive shall be entitled to the severance benefits
set forth below:
(a) Resignation. In the event the Executive voluntarily terminates his
employment hereunder for any reason, the Company shall pay and provide the
Executive any Accrued Rights (as defined in paragraph (c) below).
(b) Termination for Cause. In the event the Executive's employment
hereunder is terminated by the Company for Cause, the Company shall pay and
provide to the Executive any Accrued Rights (as defined in paragraph (c) below).
(c) Termination other than for Cause, Disability or Death. In the event the
Executive's employment hereunder is terminated by the Company for any reason
other than for Cause, Disability or death, the Company shall pay the Executive
and provide him with the following:
(i) Accrued Rights. The Company shall pay the Executive a lump-sum
amount equal to the sum of (A) his earned but unpaid Base Salary through
the date of termination, (B) any earned but unpaid bonus for any completed
calendar year, (C) pro-rata payment of any bonus (based on the bonus paid
or payable to Executive for the most recently completed calendar year) for
any partial year or period of service through the date of termination and
(D) any unreimbursed business expenses or other amounts due to the
Executive from the Company as of the date of termination. In addition, the
Company shall provide to the Executive all payments, rights and benefits
due as of the date of termination under the terms of the Company's employee
and fringe benefit plans, practices, programs and arrangements referred to
in Sections
5(d) and 5(e) hereof (including, but not limited to, the retirement
benefits set forth on Exhibit A hereto) (together with the lump-sum
payment, the "Accrued Rights").
(ii) Severance Payment. The Company shall provide the Executive with
continued payment of the Executive's Base Salary, as in effect on the date
of termination, for a period of two years following the Executive's
termination, payable at the times and in the manner such Base Salary would
have been paid if the Executive had continued in the employment of the
Company.
(iii) Equity Rights. All stock options and other equity-based rights
held by the Executive at the date of termination shall become immediately
and fully vested and exercisable, and the Executive shall retain the right
to exercise all outstanding stock options for the duration of their
original full term (without regard to termination of employment) in
accordance with the Founder Retirement Benefit Program attached hereto as
Exhibit B (the "Founders' Program"). The Company shall forthwith take all
necessary steps to amend any relevant stock option plans of the Company and
stock option agreements to the extent necessary to allow for the foregoing
vesting and term of exercise.
(d) Disability. In the event the Executive's employment hereunder is
terminated by reason of the Executive's Disability, the Company shall pay and
provide to the Executive any Accrued Rights, including all disability insurance
coverage.
(e) Death. In the event the Executive's employment hereunder is terminated
by reason of the Executive's death, the Company shall pay and provide to the
Executive's representatives or estate any Accrued Rights, including all life
insurance coverage.
8. FOUNDERS' BENEFITS
Upon the Executive's termination of employment hereunder for any reason,
and in addition to any severance benefits payable to him under Section 7 hereof,
the Company shall treat such termination as a "retirement" for purposes of the
Founder's Program, and shall provide the Executive with the benefits outlined in
the Founders' Program in recognition of his status as a founder of the Company.
9. CHANGE IN CONTROL
(a) Supplemental termination Rights. In the event Executive's termination
other than for Cause, Disability or death or in the event of a voluntary
termination of employment by the Executive pursuant to Section 6(a) hereof, in
either case occurring within one year following a Change in Control, the Company
shall pay to the Executive and provide him with the benefits and rights
described in Section 7(c) hereof.
(b) Definition. For purposes of this Agreement, a "Change in Control" shall
be deemed to have occurred by reason of:
(i) the acquisition (other than from the Company) by any person,
entity or "group" (within the meaning of Sections 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, but excluding, for this purpose, the
Company or its subsidiaries, or any employee benefit plan of the Company or
its subsidiaries which acquires beneficial ownership of voting securities
of the Company) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Securities
Exchange Act of 1934) of 25% or more of either the then-outstanding shares
of the common stock of the Company or the combined voting power of the
Company's then-outstanding voting securities entitled to vote generally in
the election of directors; or
(ii) individuals who, as of the date hereof, constitute the Board (as
of such date, the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board; provided, however, that any person becoming
a director subsequent to such date whose election, or nomination for
election, was approved by a vote of at least a majority of the directors
then constituting the Incumbent Board (other than an election or nomination
of an individual whose initial assumption of office is in connection with
an actual or threatened election contest relating to the election of
directors of the Company) shall be, for purposes of this Section 9(b)(ii),
considered as though such person were a member of the Incumbent Board; or
(iii) approval by the stockholders of the Company of a reorganization,
merger, consolidation or share exchange, in each case with respect to which
persons who were the stockholders of the Company immediately prior to such
reorganization, merger, consolidation or share exchange do not, immediately
thereafter, own more than 75% of the combined voting power entitled to vote
generally in the election of directors of the reorganized, merged,
consolidated or other surviving entity's then-outstanding voting
securities, or a liquidation or dissolution of the Company or the sale of
all or substantially all of the assets of the Company.
10. NO MITIGATION OR OFFSET
The Executive shall not be required to seek other employment or to reduce
any severance benefit payable to him under Section 7, 8 or 9 hereof, and no such
severance benefit shall be reduced on account of any compensation received by
the Executive from other employment. The Company's obligation to pay severance
benefits under this Agreement shall not be reduced by any amount owed by the
Executive to the Company.
11. TAX WITHHOLDING; METHOD OF PAYMENT
All compensation payable pursuant to this Agreement, shall be subject to
reduction by all applicable withholding, social security and other federal,
state and local taxes and deductions. Any lump-sum payments provided for in
Sections 7 or 9 hereof shall be made in a cash payment, net of any required tax
withholding, no later than the fifth business day following the Executive's date
of termination. Any payment required to be made to the Executive under this
Agreement that is not made in a timely manner shall bear interest at a rate
equal to 100% of the monthly compounded applicable federal rate, as in effect
under Section 1274(d) of the Internal Revenue Code of 1986, as amended, for the
month in which payment was required to be made.
12. RESTRICTIVE COVENANTS
(a) Confidential Information. During the Employment Period and at all times
thereafter, the Executive agrees that he will not divulge to anyone (other than
the Company or any persons employed or designated by the Company) any knowledge
or information of a confidential nature relating to the business of the Company
or any of its subsidiaries or affiliates, including, without limitation, all
types of trade secrets (unless readily ascertainable from public or published
information or trade sources) and confidential commercial information, and the
Executive further
agrees not to disclose, publish or make use of any such knowledge or information
without the consent of the Company.
(b) Noncompetition. During the Employment Period and for any applicable
period the Executive is entitled to severance benefits under Section 7(c) hereof
following the termination of his employment, the Executive shall not, without
the prior written consent of the Company, engage in the comprehensive
rehabilitative and related healthcare services business on behalf of any person,
firm or corporation within any geographical area in which the Company transacts
such business, and the Executive shall not acquire any financial interest
(except for an equity interest in publicly-held companies that do not exceed 5%
of any outstanding class of equity of that company), in any business that
engages in the comprehensive rehabilitative and related healthcare services
business within any geographical area in which the Company transacts such
business. Notwithstanding the foregoing, upon the occurrence of a Change in
Control (whether before or after the termination of the Employment Period), the
restrictions of this Section 12(b) shall cease to apply to the Executive for any
period following his termination of employment hereunder.
(c) Enforcement. The Company shall be entitled to seek a restraining order
or injunction in any court of competent jurisdiction to prevent any continuation
of any violation of the provisions of this Section 12.
13. SUCCESSORS
(a) This Agreement shall be binding upon and shall inure to the benefit of
the Company, its successors and assigns and any person, firm, corporation or
other entity which succeeds to all or substantially all of the business, assets
or property of the Company. The Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation, or otherwise) to all or
substantially all of the business, assets or property of the Company, to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place. As used in this Agreement, the "Company" shall mean
the Company as hereinbefore defined and any successor to its business, assets or
property as aforesaid which executes and delivers an agreement provided for in
this Section 13 or which otherwise becomes bound by all the terms and provisions
of this Agreement by operation of law.
(b) This Agreement and all rights of the Executive hereunder shall inure to
the benefit of and be enforceable by the Executive's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If the Executive should die while any amounts are due and
payable to him hereunder, all such amounts, unless otherwise provided herein,
shall be paid to the Executive's designated beneficiary or, if there be no such
designated beneficiary, to the legal representatives of the Executive's estate.
14. NO ASSIGNMENT
Except as to withholding of any tax under the laws of the United States or
any other country, state or locality, neither this Agreement nor any right or
interest hereunder nor any amount payable at any time hereunder shall be subject
in any manner to alienation, sale, transfer, assignment, pledge, attachment, or
other legal process, or encumbrance of any kind by the Executive or the
beneficiaries of the Executive or by his legal representatives without the
Company's prior written consent, nor shall there be any right of set-off or
counterclaim in respect of any debts or liabilities of the Executive, his
beneficiaries or legal representatives; provided, however, that nothing in this
Section shall preclude the Executive from designating a beneficiary to receive
any benefit payable on his death, or the legal representatives of the Executive
from assigning any rights hereunder to the
person or persons entitled thereto under his will or, in case of intestacy, to
the person or persons entitled thereto under the laws of intestacy applicable to
his estate.
15. ENTIRE AGREEMENT
This Agreement contains the entire understanding of the parties with
respect to the subject matter hereof and, except as specifically provided
herein, cancels and supersedes any and all other agreements between the parties
with respect to the subject matter hereof. Any amendment or modification of this
Agreement shall not be binding unless in writing and signed by the Company and
the Executive.
16. SEVERABILITY
In the event that any provision of this Agreement is determined to be
invalid or unenforceable, the remaining terms and conditions of this Agreement
shall be unaffected and shall remain in full force and effect, and any such
determination of invalidity or unenforceability shall not affect the validity or
enforceability of any other provision of this Agreement.
17. NOTICES
All notices which may be necessary or proper for either the Company or the
Executive to give to the other shall be in writing and shall be delivered by
hand or sent by registered or certified mail, return receipt requested, or by
air courier, to the Executive at:
Xx. Xxxxxxx X. Xxxxxx
0000 Xxxx Xxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
and shall be sent in the manner described above to the Chief Executive Officer
of the Company at the Company's principal executives offices at Xxx XxxxxxXxxxx
Xxxxxxx, Xxxxxxxxxx, Xxxxxxx 00000, with a copy to the Legal Services Department
at the same address or delivered by hand to the Secretary and the Legal Services
Department of the Company, and shall be deemed given when sent, provided that
any notice required under Section 6 hereof or notice given pursuant to Section 2
hereof shall be deemed given only when received. Any party may by like notice to
the other party change the address at which he or they are to receive notices
hereunder.
18. GOVERNING LAW
This Agreement shall be governed by and enforceable in accordance with the
laws of the State of Alabama, without giving effect to the principles of
conflict of laws thereof.
19. LEGAL FEES AND EXPENSES
To induce the Executive to execute this Agreement and to provide the
Executive with reasonable assurance that the purposes of this Agreement will not
be frustrated by the cost of its enforcement should the Company fail to perform
its obligations under this Agreement or should the Company or any subsidiary,
affiliate or stockholder of the Company contest the validity or enforceability
of this Agreement, the Company shall pay and be solely responsible for any
attorneys' fees and expenses and courts costs incurred by the Executive as a
result of a claim that the Company has breached or otherwise failed to perform
this Agreement or any provision hereof to be performed by the Company or as a
result of the Company or any subsidiary, affiliate or stockholder of the Company
contesting the validity or enforceability of this Agreement or any provision
hereof to be performed by the Company, in each case regardless of which party,
if any, prevails in the contest.
IN WITNESS WHEREOF, the Company and the Executive have executed this
Agreement as of the date first above written.
EXECUTIVE
/s/ XXXXXXX X. XXXXXX
------------------------------
Xxxxxxx X. Xxxxxx
HEALTHSOUTH Corporation
By /s/ XXXXXXX X. XXXXXXX
---------------------------
Xxxxxxx X. Xxxxxxx
Chairman of the Board and
Chief Executive Officer
EXHIBIT A
HEALTHSOUTH CORPORATION
EXECUTIVE RETIREMENT PLAN
FOR XXXXXXX X. XXXXXX
Summary of Terms(2)
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Retirement Benefits: In consideration of Executive's role as a founder,
his service to HEALTHSOUTH since its formation and
in lieu of the benefits and compensation offered
through full-time employment as Executive Vice
President, Administration and Secretary, Executive
shall be entitled to the benefits described below
upon his retirement from active employment with
HEALTHSOUTH and continuing until he reaches the
age of 72 (as more specifically set forth below).
In addition, in recognition of the Executive's
founder status, HEALTHSOUTH shall provide the
Executive with suitable office and secretarial
support within the corporate headquarters for a
period of up to 10 years following his retirement.
Benefit Formula: Annual retirement benefit equal to 60% of Base
Compensation (defined below) at Normal Retirement
Age
Base Compensation: Average Base Salary and bonus of Executive for the
highest four of the five most recently completed
calendar years of service with HEALTHSOUTH
Vesting: Fully vested at all times, such that all benefits
payable as set forth in this Exhibit A will be
payable upon Executive's termination for any
reason from and after January 23, 1999 (the date
on which Executive will have completed fifteen
consecutive years of service with HEALTHSOUTH).
There can be no breach of this retirement plan by
the Executive except for violation of Section
12(b) of the Employment Agreement. This
consideration is fully earned by the Executive and
HEALTHSOUTH has no right under any circumstances
to discontinue any payments or other benefits
under this plan.
Payment of Benefits: The annual retirement benefits payable hereunder
will be adjusted annually for inflation (based on
the Consumer Price Index) and will be paid until
Executive reaches the age of 65. From and after
the date on which Executive reaches the age of 65
and continuing until he reaches the age of 72,
Executive will be entitled to 40% of Base
Compensation (as adjusted for inflation). If
HEALTHSOUTH fails to provide payment in accordance
with the selected schedule and remains delinquent
for a period of 10 business days following receipt
of written notice from the Executive (made in
accordance with Section 17 of the Employment
Agreement), HEALTHSOUTH shall pay a penalty equal
to three times the amount owed.
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(2) All defined terms shall have the meanings given to them in the
Employment Agreement to which this Exhibit A is a part, and all determinations
shall be made in accordance with the terms and provisions hereof.
Alternative Forms of Payment: Unless Executive chooses one of the alternative
forms of payment listed below, payment of this
retirement benefit will be in accordance with the
normal payroll practices. Executive may choose one
of the following alternative forms of payment:
o Single Life Annuity
o Single Life Annuity with10 year guarantee
o Joint and Survivor Annuity (50% or 100%)
o Lump Sum
o Payment of present value of retirement
benefits in 5 equal annual installments
Death Benefit: For death prior to reaching age 72, Executive's
estate will continue to receive the annual
retirement benefits payable to Executive hereunder
(as if Executive had not died) for a period of 5
years.
Unfunded Status: Plan is an unfunded, unsecured obligation of
HEALTHSOUTH, but HEALTHSOUTH may elect to fund on
a tax-neutral basis to Executive
EXHIBIT B
FOUNDER RETIREMENT BENEFITS PROGRAM
In recognition of the significant contributions of the management founders
of HEALTHSOUTH Corporation, upon their retirement from the Corporation, the
Corporation shall provide the following benefits to each of them for the
remainder of their natural life or until their written election to cease
receiving them:
o Health Benefits. The Corporation will extend its regular Employee Health
Benefit Program, as it may exist from time to time, to cover the retired
founder, and his spouse, for the remainder of their natural lives, with the
founder continuing to bear the cost of dependent coverage. When the
individuals become eligible for the Medicare program, or any other such
government-funded health benefit, the HEALTHSOUTH benefit program will
become the individual's secondary coverage.
o Insurance. The Corporation will allow the retired founder to continue to
participate in any of the Company's voluntary insurance programs, as they
may exist from time to time, until age 72.
o Split-Dollar Policy. The Corporation will continue to pay the premiums on
the retired founder's existing split-dollar life insurance policies (or any
policies issued in substitution therefor) until such founder reaches age 65
or until the policies are fully paid, whichever comes first.
o Stock Options. The Corporation will waive the normal option termination
period for the retired founder, so that all vested option grants will
continue for the term of the original grant period.
o Travel. The Corporation will allow the retired founder to utilize the
Corporation's travel department to make personal travel arrangements. In
addition, the retired founder will also be able to use the Corporation's
aircraft, at no cost, if the aircraft is already scheduled for the trip and
there are seats available. Otherwise, the retired founder will be allowed
to use the Corporation's aircraft at the standard use rate, including
direct and indirect expenses.
