DRIV » Topics » 6. TERMINATION UPON RETIREMENT, DEATH, AND DISABILITY.

This excerpt taken from the DRIV 10-Q filed Aug 9, 2005.

6.         TERMINATION UPON RETIREMENT, DEATH, AND DISABILITY.

 

(a)        Termination by the Company of the Executive based on “Retirement” shall mean termination in accordance with the Company’s retirement policy or in accordance with any retirement arrangement established with Executive’s consent with respect to him.  Upon termination of Executive upon Retirement, Executive shall be entitled to all benefits under any retirement plan of the Company and other plans to which Executive is a party.

 

(b)       This Agreement shall automatically terminate upon the death of the Executive.  If terminated because of death, the rights granted in section 4(e) will be immediately available for Executive’s beneficiaries.  In addition, Executive shall be awarded a pro-rated bonus, in an amount equal to the Board’s good faith estimate of the bonus Executive would have been awarded for the current year, pro-rated by the number of completed calendar months of such year (such that, for example, a termination on October 5 in a calendar year would result in payment of the 9/12 of Executive’s bonus); provided that in no event will such bonus amount be less than such pro-rated portion of the average of Executive’s bonuses for the three most recent years.

 

(c)        If the Executive is Disabled (as defined below) for a continuous period of six (6) months, the Company may terminate this Agreement upon written notice to the Executive.  If the Company terminates the Executive due to the Disability of the Executive, the Company shall, for a period of one (1) year from the date of termination, provide the Executive with the term life insurance and medical insurance and, to the extent permitted by law and the terms and conditions of the Company’s benefit plans, other employee benefits generally available to the Company’s employees, that are in effect at the time of termination.  The Executive, for purposes thereof, shall be deemed to be “Disabled” when, as a result of bodily injury or disease or mental disorder he is so disabled that he is prevented from performing the principal duties of his employment and is under the regular care of a currently licensed physician or surgeon for such bodily injury, disease or mental disorder.  In addition, Executive shall be awarded (i) a cash amount equal to twelve (12) months of the Executive’s Base Salary at the time of termination due to Disability, and (ii) a pro-rated bonus, in an amount equal to the Board’s good faith estimate of the bonus Executive would have been awarded following the end of the current year, pro-rated by the number of completed calendar months of such year (such that, for example, a termination on October 5 in a calendar year would result in payment of the 9/12 of Executive’s bonus); provided that in no event will such bonus amount be less than such pro-rated portion of the average of Executive’s bonuses for the three most recent years.

 

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