EX-10.1 3 planex10-1.txt EMPLOYMENT AGREEMENT EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is entered into as of this lst day of January, 2002, by and between PlanGraphics, Inc. ("Employer"), Integrated Spatial Information Solutions, Inc. ("ISIS") and J. Gary Reed ("Executive"). WHEREAS, Employer is a corporation organized under the laws of the state of Maryland and with its principal place of business in Frankfort, Kentucky; and WHEREAS, ISIS is a corporation organized under the laws of the state of Colorado and with its principal places of business in Frankfort, Kentucky; and WHEREAS, Employer is a wholly-owned subsidiary of ISIS; and WHEREAS, Executive is an individual with knowledge and experience that are valuable to Employer; and WHEREAS, Employer desires to employ Executive and Executive desires to accept such employment subject to the terms and conditions hereinafter set forth. NOW THEREFORE, and in consideration of the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows: 1. EMPLOYMENT Employer hereby employs Executive and Executive hereby accepts employment by Employer, upon all of the terms and conditions as hereinafter set forth. 2. TERM The term of this Agreement shall be for one year commencing on January 1, 2002, and ending on December 31, 2002 ("the Expiration Date"), unless renewed or extended by written agreement executed on or before the Expiration Date by Executive and by Employer with the approval of Management. As a courtesy to Executive, Employer shall indicate in writing its intent to renew or extend this Agreement at least thirty (30) days prior to the Expiration Date. 3. TERMINATION OF AGREEMENT This Agreement shall terminate upon the occurrence of any of the following events: (a) Upon written notice of termination from either party to the other party, which notice may be given at any time, with or without cause, and shall be effective thirty (30) days thereafter unless a different effective date is agreed in writing by the parties; (b) Upon the expiration of this Agreement without renewal or extension as provided in paragraph 2 of this Agreement; or (c) Upon Executive's death. Upon the termination of this Agreement, Executive shall be entitled to payment of compensation that is earned but unpaid for services rendered by Executive as of the date of termination of this Agreement. In addition, Executive shall be entitled to Separation Pay to the extent expressly set forth in Exhibit A to this Agreement, which pay shall become due and owing according to the schedule set forth in Exhibit A. However, Executive shall not be entitled to any compensation for services not yet performed, including services which could have been performed but for the termination of this Agreement. At the discretion of Employer, Employer may (a) require that Executive continue to perform his duties during the period between notice pursuant to Section 3(a) of this Agreement and the resulting termination of this Agreement, or (b) relieve Executive of his duties during such period (while continuing to provide compensation and benefits in accordance with this Agreement). 4. DUTIES Executive is employed by Employer as its Senior Vice President / Chief Operating Officer. The precise nature of Executive's duties shall be as defined by the Board of Directors of Employer and may be broadened, curtailed or otherwise modified by the Board of Directors from time to time in its sole discretion. Executive agrees to devote his full working time, energy and professional talent to the performance of the duties of his position with Employer. Notwithstanding the foregoing, Executive may serve as a director or trustee of another organization upon the prior written consent of Management. Executive's primary place of employment shall be Frankfort, Kentucky. 5. COMPENSATION Executive's compensation under this Agreement shall be as set forth in Exhibit A, which is attached hereto and incorporated herein. Such compensation shall be paid in accordance with the payroll policies and procedures of Employer, as they may be modified from time to time at Employer's sole discretion. Upon the termination of this Agreement, Executive shall have no further rights to compensation under this Agreement except for Separation Pay as provided in Exhibit A. 6. TRADE SECRETS, INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION a. Definitions. For purposes of this Agreement, the following terms shall have the following definitions: (i) "The ISIS Companies" shall mean ISIS and all subsidiaries of ISIS, both individually and collectively, throughout their history. (For example, "employment with the ISIS Companies" shall include all employment with any of the ISIS Companies, both before and after they became ISIS Companies, and "property of the ISIS Companies" shall include all property of any of the ISIS Companies, both before and after they became ISIS Companies, etc.) (ii) "Trade Secrets" shall have the meaning ascribed to it in the Kentucky Uniform Trade Secrets Act, KRS ss.365.880, as such provision may be amended from time to time. The term "Trade Secrets" shall include all documents containing Trade Secrets. (iii) "Intellectual Property" shall mean all products of human intelligence which have been protected or could be protected from appropriation or use by others through application of laws governing patent, trademark, copyright, or other similar protections, including but not limited to ideas, processes, trademarks, service marks, inventions, discoveries, and improvements to any of the foregoing, provided that such material relates to the services, methodologies or technologies used by or developed for the ISIS Companies during the course of Executive's employment with the ISIS Companies. The term "Intellectual Property" shall include all documents containing Intellectual Property. (iv) "Confidential Information" shall mean all non-public information concerning the business or the operation of the business of the ISIS Companies, including but not limited to information concerning: operations, organization or management; finances; business plans and strategies; clients; relationships with contractors and vendors; proprietary or specialized computer software; employees; products and services; equipment and systems; and prospective and executed contracts and other business arrangements. Confidential Information does not include information in the public domain or information that is properly known to Executive through sources other than the ISIS Companies. The term "Confidential Information" shall include all documents containing Confidential Information. (v) "Protected Information" shall mean all Trade Secrets of the ISIS Companies, all Intellectual Property of the ISIS Companies, and all Confidential Information of the ISIS Companies. (vi) The term "documents" shall mean all recordations of information, in any form, whether printed or written, produced by hand or otherwise, and whether stored electronically, magnetically, or in tangible form, and shall include but not be limited to: agreements; audio tapes; brochures; charts; circulars; communications; compact disks; computer disks; computer printouts; correspondence; diaries; digital recordings; drafts; drawings; electronic mail or other electronic communications; graphs; journals; ledgers; letters; maps; memoranda; motion pictures; notes; notebooks; opinion statements; pamphlets; photographs; press releases; reports; sketches; telegrams; transcripts; videotapes; written statements; summaries or records of conferences, interviews, investigations, meetings, negotiations, and personal or telephonic conversations; any marginal comments appearing on any documents; and all other writings. b. Non-Disclosure of Protected Information. During the term of this Agreement, and for a period of ten (10) years following the termination of this Agreement, Executive shall not, without the prior written consent of Management, directly or indirectly, use, disclose, transfer or otherwise communicate any Protected Information to any person or entity except where such use, disclosure, transfer or communication is (a) in connection with and in furtherance of Executive's work on behalf of the ISIS Companies, and (b) not otherwise contrary to applicable laws regarding Trade Secrets, Confidential Information or Intellectual Property. c. Documents and Other Property of the ISIS Companies. All documents containing Protected Information which are prepared by Executive or otherwise come into Executive's possession are and shall remain the property of the ISIS Companies. Upon the termination of this Agreement, or upon the request of Employer, Executive shall immediately deliver to Employer all documents containing Protected Information and all other property belonging to the ISIS Companies. d. Response to Subpoena or Court Order. In response to any subpoena, court order or other legal process purporting to require disclosure of Protected Information, Executive shall: (a) immediately notify Management, and (b) take all lawful steps to resist the subpoena, court order or other process unless instructed to the contrary by Management. e. Confidential Information from Third Parties. Executive acknowledges that the ISIS Companies have received and will continue to receive confidential or proprietary information from third parties and that the ISIS Companies must maintain the confidentiality of such information and use such information only for proper purposes. Executive shall not, without the prior written consent of Management, directly or indirectly, use, disclose, transfer or otherwise communicate any such information to any person or entity except where such use, disclosure, transfer or communication is: (a) in connection with and in furtherance of Executive's work on behalf of the ISIS Companies, (b) not otherwise contrary to applicable laws regarding Trade Secrets, Confidential Information or Intellectual Property; and (c) not contrary to any agreement between the ISIS Companies and the third party. f. Disclosure and Assignment of Intellectual Property. Upon the request of Employer, Executive shall promptly disclose to Employer, in a manner specified by Management, all Intellectual Property that Executive learns of, conceives, develops or creates alone or with others during the term of this Agreement (whether or not learned of, conceived, developed or created during regular working hours). In consideration of the mutual covenants of this Agreement, Executive shall assign to Employer, without further consideration, Executive's entire right to all Intellectual Property, which shall be the sole and exclusive property of Employer whether or not subject to patent, copyright, trademark or trade secret protection under applicable law. Executive also acknowledges that all original works of authorship which are made by Executive (solely or jointly with others), within the scope of Executive's employment pursuant to this Agreement, and which are protectable by copyright, are "works made for hire," as that term is defined in the United States Copyright Act (17 U.S. C. ss. 101). To the extent that any such works, by operation of law, cannot be "works made for hire," Executive hereby assigns to Employer all right, title, and interest in and to such works and to any related copyrights. Executive shall promptly execute, acknowledge and deliver to Employer all additional instruments or documents deemed at any time by Employer in its sole discretion to be necessary to carry out the intentions of this Section 6. 7. DUTY OF LOYALTY, NO SOLICITATION, NO COMPETITION a. Duty of Loyalty During the term of this Agreement, Executive shall owe a duty of loyalty to Employer. As part of this duty, Executive shall not, without the prior written consent of Management, directly or indirectly: (i) pursue or accept any employment or business opportunity with any Client or Competitor; (ii) provide any aid or assistance to any Competitor; (iii) engage in any act or omission which is contrary to the interests of the ISIS Companies. b. No Solicitation. During the term of this Agreement, and for a period of one (1) year following the termination of this Agreement, Executive shall not, without the prior written consent of Management, directly or indirectly: (i) cause or attempt to cause any employee, agent or contractor of the ISIS Companies to terminate his or her employment, agency or contractor relationship with the ISIS Companies; or (ii) interfere or attempt to interfere with the relationship between the ISIS Companies and any employee, contractor or agent of the ISIS Companies. For a period of one (1) year following the termination of this Agreement, Executive shall not, without the prior written consent of Management, directly or indirectly, hire or attempt to hire any director, officer or employee of the ISIS Companies. c. No Competition For a period of one (1) year following the termination of this Agreement, Executive shall not, without the prior written consent of Management perform any services for any Client or for any Competitor. For purposes of this Section 7, "Client" shall mean any person or entity who is then a client of the ISIS Companies or who was a client of the ISIS Companies at any time during the last one (1) year of Executive's employment pursuant to this Agreement, unless during the last one (1) year of Executive's employment pursuant to this Agreement: (i) Executive had no contact, directly or indirectly, with that person or entity in Executive's capacity as an employee pursuant to this Agreement; and (ii) Executive had no role, directly or indirectly, in the provision of services by the ISIS Companies to that person or entity, including but not limited to any role in providing the services, supervising or managing those who provided the services, or determining pricing or staffing for the services provided For purposes of this Section 7, "Competitor" shall mean any person or entity who provides services of the same or substantially similar kind as the services provided by the ISIS Companies. For purposes of this Section 7, the phrase "perform any services" includes all services of any kind, whether provided as an owner, director, officer, employee, agent, contractor, consultant, joint venturer, partner, member or otherwise. 8. INJUNCTIVE RELIEF In the event of any violation of the provisions of Section 6 or Section 7 of this Agreement ("the Covenants"), Executive acknowledges and agrees and hereby stipulates: (a) that the Covenants are fully enforceable; (b) that any breach of any of the Covenants will result in real, immediate and irreparable harm to Employer which cannot be adequately remedied by monetary damages; (c) that Employer will be entitled to an injunction restraining Executive from violating the Covenants pending mediation of the dispute between the parties; and (d) that Executive waives any right that he or she might have to challenge the enforceability of the Covenants, to contend that monetary damages provide an adequate remedy for violation of the Covenants, or that injunctive relief is not proper to restrain violations of the Covenants pending mediation. 9. DEFINITION OF MANAGEMENT; CONSENT IS DISCRETIONARY For purposes of this Agreement, "Management" shall mean: (a) the President of Employer if Executive is employed in a position below that of President, (b) the Chairman of the Board of Directors of Employer if Executive is employed as President, and (c) a majority of the Board of Directors of Employer if Executive is employed in a position above that of President. In all cases in which Executive must obtain the consent of Employer or Management, such consent may be granted or withheld at the sole discretion of Employer or Management as the case may be. 10. INDEMNIFICATION To the extent permitted by law and by the Articles of Incorporation and the Bylaws of Employer, Employer agrees to indemnify and hold harmless Executive from and against any and all personal liability which Executive may incur as a result of his actions or inactions within the course and scope of his employment pursuant to this Agreement; provided, however, that this Section 10 shall not apply to liability arising out of Executive's intentional misconduct or gross misconduct. During the term of this Agreement and for a period of three (3) years thereafter, Employer shall maintain Directors & Officers insurance coverage for Executive, with respect to his service pursuant to this Agreement, in the amount of not less than Dollars ($ ------- ). 11. SEVERABILITY In the event that any provision of this Agreement is held to be invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby, and all other provisions of this Agreement shall be valid and enforceable to the fullest extent permitted by the law. 12. AGREEMENT NOT ASSIGNABLE This Agreement shall be binding upon Employer and its successors and upon the heirs, representatives, executors, and administrators of Executive. This Agreement is not assignable by either party, except that the rights and obligations of this Agreement shall be assumed by any successor of Employer. For purposes of this Section 12, the term "successor" shall include any individual or entity which acquires all or substantially all of the assets of Employer by merger, purchase or otherwise. 13. WAIVER OF BREACH The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach hereof 14. NOTICES Any written notice to be given to Employer under the terms of this Agreement shall be addressed to Employer as follows, unless Executive is notified in writing of a change of address: PlanGraphics, Inc. 112 East Main Street Frankfurt, Kentucky 40601-2314 Any written notice to be given to Executive under the terms of this Agreement shall be addressed to Executive as follows, unless Management is notified in writing of a change of address: J. Gary Reed 3388 Lyon Drive Lexington, KY 40513 Such notice shall be deemed to have been duly given when enclosed and properly sealed in an addressed envelope registered or certified mail return receipt requested and deposited, postage and registered or certification fee prepaid, in a post office or branch post office regularly maintained by the United States Postal Service. 15. TITLE AND HEADINGS Titles and headings to paragraphs in this Agreement are for the purpose of reference only and in no way shall limit, define or otherwise affect the provisions of this Agreement. 16. GOVERNING LAW This Agreement, all interpretation and enforcement of this Agreement, and all disputes arising out of this Agreement shall be governed solely and exclusively by the laws of the State of Kentucky, regardless of the forum in which such interpretation or enforcement of this Agreement occurs or such disputes are resolved, and without regard to any principles of conflicts of laws. 17. MEDIATION; VENUE; COSTS AND FEES a. Mediation as a Prerequisite to Litigation. Unless otherwise agreed in writing by the parties, all disputes relating to this Agreement, the interpretation or application of this Agreement, or Executive's employment pursuant to this Agreement (hereinafter "Covered Disputes"), shall be submitted first to non-binding mediation before any proceeding may be filed in a court of law or equity. Participation in such mediation shall be an indispensable prerequisite to the filing of any proceeding in a court of law or equity relating to any Covered Dispute, except that no party shall be required to mediate a Covered Dispute if the other party has failed or refused to honor a written request to mediate such dispute in accordance with this Section 17; Unless otherwise agreed in writing by the parties: (i) the mediation will be conducted before a single mediator of the American Arbitration Association ("AAA"), in accordance with the rules of the AAA then in effect regarding mediation of employment disputes; and (ii) such mediation shall be conducted in Frankfort, Kentucky, and Kentucky law shall govern. b. Venue and Personal Jurisdiction in Frankfort, Kentucky. Any proceeding in a court of law or equity relating to a Covered Dispute shall be brought only in the Circuit Court of Franklin County, Kentucky, or the United States District Court for the Eastern District of Kentucky, and Executive and Employer hereby waive any right that they might have to challenge the selection of those forums, including but not limited to challenges to personal jurisdiction, venue, or the convenience of the forum. Specifically, by executing this Agreement, Executive and Employer agree, consent, and stipulate that, in any action relating to a Covered Dispute: (i) the aforesaid courts have personal jurisdiction over Executive and Employer, (ii) venue is proper in those courts, and (iii) those courts provide a convenient forum for that action. To the maximum extent permitted by the law, the parties stipulate and agree that this provision supercedes any analysis of choice of laws. To the extent that a choice-of-laws analysis is required, the parties stipulate and agree that Kentucky law shall govern such analysis. c. Costs and Fees In any mediation between the parties, the parties shall divide the costs and fees of the mediator evenly between them, and each party shall bear its own costs and fees, including attorney fees. 18. NO RULE OF CONSTRUCTION The parties acknowledge that each of them has had ample opportunity for their own counsel to participate in negotiating and drafting this Agreement. Therefore, no rule of construction shall apply to this Agreement which construes ambiguous or unclear language in favor of or against any party. 19. ENTIRE AGREEMENT (a) This Agreement, including Exhibit A, represents the entire employment agreement between Employer and Executive pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by Executive and by Employer with the approval of Management. (b) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 20. GUARANTEE OF PAYMENT OBLIGATIONS BY ISIS The payment obligations of Employer set forth in this Agreement, including those set forth in Exhibit A to this Agreement, shall be and are hereby guaranteed by ISIS in consideration for the indirect benefit that Executive's service to Employer will provide to ISIS. EXECUTED at Frankfort, Kentucky, on the date aforesaid. EXECUTIVE: PLANGRAPHICS, INC. /s/ J. Gary Reed By: /s/ John C. Antenucci ------------------------------- -------------------------------- J. Gary Reed, Sr. VP I COO John C. Antenucci, President INTEGRATED SPATIAL INFORMATION SOLUTIONS, INC. By: /s/ Gary Murray ------------------------------- Gary Murray, Chairman EXHIBIT A to EXECUTIVE EMPLOYMENT AGREEMENT between PLANGRAPHICS, INC. ("Employer") and J. GARY REED ("Executive") dated January 1, 2002 During the term of the Agreement, Executive's compensation shall be as follows: A-1 SALARY Employer shall pay to Executive an annual salary of One Hundred Twenty-Five Thousand Dollars ($125,000.00) per year, subject to applicable withholdings for taxes, to be paid in the manner specified in paragraph 5 of the Agreement. However, Executive's salary may be increased or reduced from time to time at the sole discretion of the Board of Directors of Employer, provided that Executive's salary may not be reduced by more than ten percent (10%) below the figure stated above. A-2 INCENTIVE BONUS At the conclusion of each fiscal year ("Year") of Employer during the term of this Agreement, Executive shall be eligible for an incentive bonus which shall be earned as described herein and which shall not exceed eighty percent (80%) of the Salary paid to Executive during that Year ("Yearly Salary"). Executive's incentive bonus shall be comprised of three elements, as follows: (a) Sales Incentive (up to 25% of Salary): If each Work Group of Employer achieves at least 75% of its goals for the Year as established by Employer, and if Employer's actual sales for the Year ("Actual Sales") exceed by at least $1,000,000 the annual sales objective for the Year as defined in the Employer's business plan ("Sales Objective"), Executive shall be paid an amount equal to 2.5% of his Yearly Salary for each full increment of $1,000,000 by which Actual Sales exceed Sales Objective, provided that the total Sales Incentive bonus for a Year shall not exceed 25% of Executive's Yearly Salary. Stated as a formula, Executive's Sale Incentive Bonus shall be: A x B, where: A = .025 x Annual Salary; and B = ((Actual Sales - Sales Objective) / 1,000,000), with the result rounded down to the nearest whole number; and A x B does not exceed .25 x Annual Salary (b) EBITDA Incentive (up to 40% of Salary): If the actual consolidated earnings before interest, taxes, depreciation and amortization of Employer's consulting groups for the Year ("Actual EBITDA") exceed by at least $150,000 the EBITDA objective for Employer's consulting groups for the Year as defined in the Employer's business plan ("EBITDA Objective"), Executive shall be paid an amount equal to 5% of his Yearly Salary for each full increment of $150,000 by which Actual EBITDA exceeds EBITDA Objective, provided that the total EBITDA Incentive bonus for a Year shall not exceed 40% of Executive's Yearly Salary. Stated as a formula, Executive's EBITDA Incentive Bonus shall be: C x D, where: C = .05 x Annual Salary; and D = ((Actual EBITDA- EBITDA Objective) / 150,000), with the result rounded down to the nearest whole number; and C x D does not exceed .40 x Annual Salary (c) Other Incentive (up to 15% Of Salary): (i) Growth in head count. If the number of professional and billable employees of Employer who report to Frankfort (i.e. are assigned code 023) ("the Frankfort PBE Head Count") for Fiscal Year 2002 exceeds the Frankfort PBE Head Count for 2001 by least five (5), and if FFT consolidated consulting utilization remains at or above 62% for Fiscal Year 2002 (inclusive of executive consultants), then Executive shall be paid an amount equal to one percent (1%) of his Salary for each of the fifth, sixth and seventh persons by which the Frankfort PBE Head Count for 2002 exceeds the Frankfort PBE Head Count for 2001; plus one point five percent (1.5%) of his Salary for each of the eighth, ninth and tenth persons by which the Frankfort PBE Head Count for 2002 exceeds the Frankfort PBE Head Count for 2001; provided that the total incentive bonus for growth in head count shall not exceed 7.5% of Executive's Salary. (ii) Bifurcation of East Coast Practice. If Executive successfully as determined by Management in its discretion) bifurcates the East Coast practice of Employer into a Northeast Region and a Mid-Atlantic and Southeast Region, then Executive shall be paid an amount equal to four percent (4%) of his Salary or such lesser amount as Management may determine in its discretion. (iii) Overall Performance Assessment. Based upon an overall assessment of Executive's performance by Management, Executive may receive an additional bonus in an amount not to exceed three point five percent (3.5%) of Executive's Salary. A-3 COMMITMENT COMPENSATION As compensation for Executive's surrender of all anti-dilution rights, Executive shall receive a stock option grant of 1,320,000 shares of the common stock of ISIS fully vested and priced at the market price as of January 1, 2002. Under no circumstances shall Executive be granted any anti-dilution rights with respect to the stock of the ISIS Companies. A-4 VACATION Executive shall be eligible for Thirty-Three (33) days of personal time off per year, as provided by and governed by the Personal Time Off Plan ("PTOP"). Upon termination of this Agreement, Executive shall be paid for earned but unused PTOP days as provided in the PTOP plan, based upon the Salary in effect at the time of termination. A-5 GROUP HEALTH COVERAGE Executive shall be permitted to participate in such group health insurance plan as Employer may elect to provide for its other employees, subject to the eligibility and participation requirements of such plan, which plan may be altered or abolished from time to time at the sole discretion of Employer. A-6 PENSION/PROFIT-SHARING PARTICIPATION Executive shall be permitted to participate in such pension or profit-sharing plan as Employer may elect to provide for its other employees, subject to the eligibility and participation requirements of such plan, which plan may be altered or abolished from time to time at the sole discretion of Employer. A-7 LIFE INSURANCE Executive shall be provided with a life insurance policy in the amount of Two Hundred Fifty Thousand Dollars ($250,000.00), payable to such beneficiary as Executive may designate, with an additional One Hundred Thousand Dollars ($100,000.00) of coverage for accidental death, provided that Executive satisfies the medical requirements for these and keyman coverages. A-8 AUTOMOBILE ALLOWANCE Executive shall receive an automobile allowance of Two Hundred Fifty Dollars ($250.00) per month. However, Executive's automobile allowance may be increased or reduced from time to time at the sole discretion of the Board of Directors of Employer, provided that Executive's automobile allowance may not be reduced by more than ten percent (10%) below the figure stated above. A-9 OTHER EMPLOYMENT BENEFITS Executive shall be permitted to participate in such other benefits of employment as Employer may elect to provide for its other employees, subject to the terms and conditions established by Employer for those benefits, which benefits may be altered or abolished from time to time at the sole discretion of Employer. A-10 EXPENSE REIMBURSEMENT Executive shall receive reimbursement from Employer for all reasonable expenses incurred for the benefit of Employer by Executive in the performance of his duties under the Agreement. Such expenses may include but are not limited to reasonable out-of-pocket expenses for travel, lodging, meals, entertainment, and professional dues. Employer shall have the right to establish guidelines for reimbursement of expenses, including but not limited to guidelines regarding when prior approval for an expense is required and what documentation must be provided in order to obtain reimbursement. A-11 SEPARATION PAY Upon termination of this Agreement, Executive shall be entitled to Separation Pay in accordance with the following provisions: (a) Termination by Employer for Convenience: Executive shall receive twelve (12) months of Base Compensation. (b) Termination by Employer for Cause: Executive shall receive three (3) months of Base Compensation . (c) Termination by Employer due to disability of Executive: Executive shall receive three (3) months of Base Compensation. Should Executive satisfy the requirements for keyman disability insurance, Executive shall receive an additional three (3) months of Base Compensation. (d) Resignation of Executive: Executive shall receive six (6) months of Base Compensation. (e) Termination upon Expiration of Agreement Without Renewal or Extension: Executive shall receive six (6) months of Base Compensation (f) Death of Executive: Executive's estate shall receive three(3) months of Salary, and Executive's dependents who are covered by Group Health Coverage at the time of Executive's death shall receive continued Group Health Coverage for three (3) months following Executive's death. Should Executive satisfy the requirements for keyman insurance, Executive's estate shall receive an additional three (3) months of Salary, and Executive's dependents who are covered by Group Health Coverage at the time of Executive's death shall receive an additional three (3) months of continued Group Health Coverage. Except in the event of death of Executive, Separation Pay shall not be considered earned at the time of the termination, shall not be paid in a lump sum, and shall not be paid at the time of termination. Instead, Separation Pay shall be paid after termination, at Employer's regular pay intervals, as though Executive were still employed by Employer. For example, three (3) months of Base Compensation would be paid over a period of three (3) months following termination. If the Agreement is terminated by the death of Executive, the Separation Pay specified in subsection (f) above shall be paid in a lump sum to Executive's designated beneficiaries within 120 days after Executive's death. In the event of Executive's death during one of the periods of Separation Pay specified in subsections (a) through (e) above, any owed but unpaid balance of such Separation Pay shall be accelerated and shall be paid in a lump sum to Executive's designated beneficiaries within 120 days after Executive's death. "Base Compensation" shall consist of: (1) salary at the rate in effect at the time of termination; and (2) continued participation in Employer's group health insurance plan.