UTILIZES THE SERVICES OF A BROKER) MAY NOT
EXCEED SIX (6) PERCENT OF THE SALES PROCEEDS;
(II)
DIFFERENCE BETWEEN THE COST BASIS OF
EXECUTIVE'S CURRENT FORT WORTH, TEXAS HOME (INCLUDING DOCUMENTED IMPROVEMENTS)
AND THE ACTUAL SALES PRICE OF SUCH HOME NOT TO EXCEED $50,000; PROVIDED,
HOWEVER, THAT THIS SUBSECTION (II) SHALL ONLY APPLY WITH RESPECT TO A SALE MADE
WITHIN ONE (1) YEAR OF THE COMMENCEMENT DATE AND SO LONG AS EXECUTIVE HAS USED
HIS REASONABLE BEST EFFORTS TO SELL HIS HOME AT PREVAILING MARKET PRICES;
(III)
REASONABLE EXPENSES INCURRED IN MOVING
FURNITURE, NORMAL HOUSEHOLD GOODS AND PERSONAL BELONGINGS TO THE NEW LOCATION
AND INCIDENTAL EXPENSES RELATED TO THE MOVE;
5
(IV)
REASONABLE EXPENSES (INCLUDING TRAVEL AND
HOTEL) WHILE HOUSE-HUNTING, INCLUDING FOUR TRIPS TO THE NEW LOCATION WITH
EXECUTIVE'S SPOUSE AND CHILDREN;
(V)
REASONABLE AND CUSTOMARY CLOSING COSTS
INCURRED IN BUYING EXECUTIVE'S NEW HOME; AND
(VI)
REASONABLE TEMPORARY LIVING EXPENSES INCURRED
WHILE AWAITING OCCUPANCY IN EXECUTIVE'S NEW DWELLING.
(I)
TENURE CONSIDERATIONS.
FOR PURPOSES OF
DETERMINING EXECUTIVE'S RIGHTS AND ENTITLEMENTS UNDER ANY PROVISION OF THIS
SECTION 4, HIS TENURE WITH AND SERVICE TO MDI OR ITS SUBSIDIARIES DURING ALL
PERIODS PRIOR TO THE COMMENCEMENT DATE SHALL BE GIVEN FULL CONSIDERATION AND
WEIGHT FROM AND TO THE EXTENT GENERALLY PERMITTED BY THE TERMS OF ANY BENEFIT
PLAN AND APPLICABLE LAW; PROVIDED, HOWEVER, THAT NO SUCH TENURE OR SERVICE NEED
BE RECOGNIZED WITH RESPECT TO ANY EMPLOYEE BENEFIT PLAN IF IT WOULD RESULT IN
ANY DISQUALIFICATION OF ANY EMPLOYEE BENEFIT PLAN, RESULT IN ANY DETERMINATION
THAT ANY EMPLOYEE BENEFIT PLAN IS "TOP HEAVY" OR RESULT IN ANY OTHER MATERIAL
ADVERSE EFFECT ON ANY EMPLOYEE BENEFIT PLAN OR THE PARTICIPANTS THEREIN.
(J)
STOCK OPTIONS.
THE COMPANY WILL
RECOMMEND TO THE COMPENSATION COMMITTEE OF PARENT THAT EXECUTIVE BE GRANTED, AS
OF THE COMMENCEMENT DATE, OPTIONS TO ACQUIRE 100,000 SHARES OF THE CLASS A
COMMON STOCK OF PARENT; SUCH OPTIONS TO BE AWARDED PURSUANT TO A STOCK OPTION
AWARD AGREEMENT OF PARENT CONTAINING THE SAME TERMS AS ARE GENERALLY APPLICABLE
TO OTHER EXECUTIVE OFFICERS OF THE COMPANY.
(K)
NO ADDITIONAL COMPENSATION FOR SERVICES IN
MULTIPLE CAPACITIES.
THE REMUNERATION AND BENEFITS SET FORTH IN THIS SECTION 4
SHALL BE THE ONLY COMPENSATION PAYABLE TO EXECUTIVE WITH RESPECT TO HIS
EMPLOYMENT HEREUNDER, AND EXECUTIVE SHALL NOT BE ENTITLED TO RECEIVE ANY
COMPENSATION IN ADDITION TO THAT SET FORTH IN THIS SECTION 4 FOR ANY SERVICES
RENDERED BY HIM IN ANY CAPACITY TO THE COMPANY OR ANY AFFILIATE OF THE COMPANY
UNLESS AGREED TO IN WRITING BY THE COMPANY OR SUCH AFFILIATE OF THE COMPANY.
THE COMPANY MAY CHANGE, OR DISCONTINUE ANY SUCH BENEFITS; PROVIDED, HOWEVER,
THAT SO LONG AS ANY BENEFIT IS MADE AVAILABLE TO CORPORATE OFFICERS OR EMPLOYEES
GENERALLY, SUCH BENEFIT WILL BE EXTENDED TO EXECUTIVE ON SUBSTANTIALLY THE SAME
TERMS SUCH BENEFIT IS MADE AVAILABLE TO OTHER EXECUTIVE OFFICERS OR EMPLOYEES AS
A WHOLE.
5.
INDEMNITY, PROFESSIONAL AND OFFICERS
LIABILITY INSURANCE.
(A)
INDEMNITY.
THE COMPANY AGREES TO INDEMNIFY
AND SAVE HARMLESS EXECUTIVE FROM ALL LIABILITY