REASONABLY
REQUIRED IN THE PERFORMANCE OF HIS DUTIES HEREUNDER.
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2.
TERM.
THIS AGREEMENT SHALL BE IN
EFFECT FOR A TERM COMMENCING ON THE EFFECTIVE DATE AND EXPIRING ON OCTOBER 31,
2009 ("EXPIRATION DATE"), AND SUCH PERIOD SHALL BE REFERRED TO HEREIN AS THE
"TERM" OF THIS AGREEMENT, AND SUCH TERM SHALL NOT BE AFFECTED BY A TERMINATION
OF EMPLOYMENT AS ELSEWHERE PROVIDED HEREIN.
3.
SALARY.
THE EXECUTIVE SHALL BE PAID
THE SUM OF $700,400 PER YEAR, SUBJECT TO SUCH INCREASES AS THE BOARD MAY FROM
TIME TO TIME DETERMINE ("BASE SALARY").
4.
DISCRETIONARY BONUSES.
DURING THE TERM
OF THIS AGREEMENT, THE EXECUTIVE SHALL BE ELIGIBLE FOR SUCH DISCRETIONARY
BONUSES AS MAY BE AUTHORIZED, DECLARED, AND PAID BY THE BOARD IN ITS SOLE
DISCRETION AND SHALL BE ELIGIBLE FOR SUCH BONUSES UNDER THE COMPANY'S EXECUTIVE
OFFICER BONUS PLAN, AS MAY BE AWARDED BY THE BOARD PURSUANT TO THE TERMS OF SUCH
PLAN.
5.
PARTICIPATION IN RETIREMENT AND
EXECUTIVE BENEFIT PLANS.
DURING HIS EMPLOYMENT HEREUNDER, THE EXECUTIVE SHALL
BE ELIGIBLE TO PARTICIPATE IN ANY PLAN OF THE COMPANY RELATING TO STOCK OPTIONS,
STOCK PURCHASES, RESTRICTED STOCK, PENSION, THRIFT, PROFIT SHARING, LIFE
INSURANCE, MEDICAL COVERAGE, DISABILITY INSURANCE, EDUCATION, AND OTHER
RETIREMENT OR EMPLOYEE BENEFITS THAT THE COMPANY HAS ADOPTED OR MAY ADOPT FOR
THE BENEFIT OF ITS EXECUTIVE EMPLOYEES GENERALLY, AND THE COMPANY SHALL PROVIDE
THE EXECUTIVE WITH SUCH INSURANCE OR OTHER PROVISIONS FOR INDEMNIFICATION,
DEFENSE OR HOLD-HARMLESS OF OFFICERS THAT ARE GENERALLY IN EFFECT FOR OTHER
SENIOR EXECUTIVE OFFICERS OF THE COMPANY.
NOTWITHSTANDING THE FOREGOING,
NOTHING CONTAINED IN THIS AGREEMENT SHALL PROHIBIT OR LIMIT THE RIGHT OF THE
COMPANY TO DISCONTINUE, MODIFY OR AMEND ANY PLAN OR BENEFIT IN ITS ABSOLUTE
DISCRETION AT ANY TIME; PROVIDED, HOWEVER, THAT ANY SUCH DISCONTINUANCE,
MODIFICATION OR AMENDMENT SHALL
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APPLY TO EMPLOYEES OF THE COMPANY GENERALLY, OR TO A DEFINED GROUP OF SUCH
EMPLOYEES AND SHALL NOT APPLY SOLELY TO THE EXECUTIVE.
6.
FRINGE BENEFITS; AUTOMOBILE.
IN
ADDITION TO THE BENEFIT PLANS REFERRED TO IN SECTION 5 HEREOF, THE EXECUTIVE
SHALL BE ELIGIBLE TO PARTICIPATE IN ANY OTHER FRINGE BENEFITS THAT ARE NOW OR
MAY BE OR BECOME APPLICABLE TO THE COMPANY'S EXECUTIVE EMPLOYEES, INCLUDING THE
PAYMENT OF REASONABLE EXPENSES FOR ATTENDING ANNUAL AND PERIODIC MEETINGS OF
TRADE ASSOCIATIONS, AND ANY OTHER BENEFITS THAT ARE COMMENSURATE WITH THE DUTIES
AND RESPONSIBILITIES TO BE PERFORMED BY THE EXECUTIVE UNDER THIS AGREEMENT AND
REIMBURSEMENT FOR REASONABLE EXPENSES INCURRED IN THE COURSE OF HIS DUTIES
HEREUNDER IN ACCORDANCE WITH THE COMPANY'S POLICY WITH RESPECT THERETO.
IN
ADDITION, THE COMPANY SHALL PROVIDE THE EXECUTIVE WITH A MONTHLY CAR ALLOWANCE
IN THE AMOUNT OF $1,300.
THE BENEFITS PROVIDED UNDER THIS SECTION 6 SHALL CEASE
UPON THE EXECUTIVE'S DATE OF TERMINATION (AS DEFINED BELOW).
7.
VACATION; MEMBERSHIPS.
DURING HIS
EMPLOYMENT HEREUNDER, THE EXECUTIVE SHALL BE ENTITLED TO AN ANNUAL PAID VACATION
IN ACCORDANCE WITH THE COMPANY'S STANDARD EMPLOYMENT PRACTICES; PROVIDED,
HOWEVER, THE EXECUTIVE SHALL BE TREATED FOR PURPOSES OF VACATION AS AN EMPLOYEE
WITH MORE THAN 120 MONTHS