THE FIRST THREE ANNIVERSARIES OF THE GRANT
DATE.
THE BOARD, IN ITS SOLE DISCRETION, MAY GRANT FURTHER INCENTIVE
COMPENSATION AWARDS TO THE EXECUTIVE FROM TIME TO TIME.
THE COMPANY REPRESENTS
AND WARRANTS TO EXECUTIVE THAT THE COMPANY HAS FULL POWER AND AUTHORITY, SUBJECT
TO COMPENSATION COMMITTEE APPROVAL, AND SHARES AVAILABLE UNDER THE STOCK PLAN TO
MAKE THE INITIAL GRANT.
3.4
BENEFITS.
THE EXECUTIVE SHALL BE ENTITLED
TO PARTICIPATE IN ALL BONUS AND BENEFIT PROGRAMS THAT THE COMPANY ESTABLISHES
AND MAKES AVAILABLE TO ITS EMPLOYEES, TO THE EXTENT THAT THE EXECUTIVE IS
ELIGIBLE UNDER (AND SUBJECT TO THE PROVISIONS OF) THE PLAN DOCUMENTS GOVERNING
THOSE PROGRAMS.
THE EXECUTIVE SHALL BE ENTITLED TO FOUR (4) WEEKS PAID VACATION
PER YEAR, ACCRUING AT A RATE OF 1.67 DAYS PER MONTH DURING THE EMPLOYMENT PERIOD
AND TO BE TAKEN AT SUCH TIMES AS MAY BE REASONABLY DETERMINED BY EXECUTIVE
CONSISTENT WITH HIS DUTIES.
3.5
REIMBURSEMENT OF EXPENSES.
THE COMPANY
SHALL REIMBURSE THE EXECUTIVE FOR ALL REASONABLE TRAVEL (WHICH SHALL BE DEEMED
TO INCLUDE FIRST CLASS AIRFARE OR REIMBURSEMENT OR EQUIVALENT TO A FIRST CLASS
AIRFARE TICKET IN THE EVENT EXECUTIVE USES HIS
4
PERSONAL TIME-SHARE AIRCRAFT), ENTERTAINMENT AND OTHER EXPENSES INCURRED OR PAID
BY THE EXECUTIVE IN CONNECTION WITH, OR RELATED TO, THE PERFORMANCE OF HIS
DUTIES, RESPONSIBILITIES OR SERVICES UNDER THIS AGREEMENT OR IN CONNECTION WITH
EXECUTIVE'S COMMUTING TO AND FROM HIS PERSONAL RESIDENCE IN THE PHILADELPHIA
AREA AND THE COMPANY'S OFFICES, UPON PRESENTATION BY THE EXECUTIVE OF
DOCUMENTATION, EXPENSE STATEMENTS, VOUCHERS AND/OR SUCH OTHER SUPPORTING
INFORMATION AS THE COMPANY MAY REQUEST.
3.6
HOUSING EXPENSES.
THE COMPANY UNDERSTANDS
THAT THE EXECUTIVE INTENDS TO MAINTAIN HIS PRIMARY RESIDENCE OUTSIDE THE
MASSACHUSETTS AREA.
THE COMPANY AGREES TO PROVIDE THE EXECUTIVE WITH A HOUSING
ALLOWANCE FOR REASONABLE HOUSING AND LIVING EXPENSES OF $5,600 PER MONTH,
RELATED TO THE RENTAL OR PURCHASE OF A HOME, WITHIN SUITABLE DISTANCE TO THE
COMPANY'S HEADQUARTERS, WHICH PAYMENT SHALL BE MADE ON A FULLY TAX GROSSED-UP
BASIS.
THE COMPANY ALSO WILL REIMBURSE THE EXECUTIVE FOR (I) REASONABLE TRAVEL,
MEALS AND LODGING EXPENSES INCURRED BY HIM FOR UP TO TWO TRIPS FOR THE PURPOSE
OF SECURING SUCH HOUSE OR APARTMENT WITHIN A SUITABLE DISTANCE TO THE COMPANY'S
HEADQUARTERS AND (II) REASONABLE MOVING EXPENSES IN RELOCATING HIS BELONGINGS
FROM HIS RESIDENCE IN FLORIDA TO SUCH HOUSE OR APARTMENT.
3.7
EXECUTIVE'S LEGAL FEES.
THE COMPANY AGREES
TO PAY THE EXECUTIVE'S REASONABLE LEGAL COSTS AND EXPENSES IN CONNECTION WITH
NEGOTIATING AND DRAFTING THIS AGREEMENT UP TO A MAXIMUM OF $15,000.
3.8
AUTOMOBILE.
THE COMPANY AGREES TO PROVIDE
THE EXECUTIVE WITH AN AUTOMOBILE ALLOWANCE OR A LEASED AUTOMOBILE WITH A RETAIL
VALUE OF UP TO $75,000, WHICH PAYMENTS SHALL BE MADE ON A FULLY TAX GROSSED-UP
BASIS.
IN ADDITION, THE COMPANY
5
AGREES TO PAY ALL INSURANCE, MAINTENANCE, FUEL AND OTHER CUSTOMARY COSTS
ASSOCIATED WITH OPERATING THE AUTOMOBILE.
3.9
WITHHOLDING.
ALL SALARY, BONUS AND OTHER
COMPENSATION PAYABLE TO THE EXECUTIVE SHALL BE SUBJECT TO APPLICABLE WITHHOLDING
TAXES.
4.
EMPLOYMENT TERMINATION.
THIS AGREEMENT
AND THE