PENSION AND OTHER BENEFITS PROVIDED TO OTHER SIMILARLY
SITUATED EMPLOYEES OF THE COMPANY; PROVIDED, THAT THE EXECUTIVE SHALL BE
ENTITLED TO COMPANY PAID HEALTH INSURANCE COVERAGE FOR THE EXECUTIVE AND HIS
DEPENDENTS.
THE EXECUTIVE SHALL ALSO BE ENTITLED TO THREE (3) WEEKS OF VACATION
PER ANNUM AND SHALL BE ENTITLED TO THE SAME NUMBER OF HOLIDAYS, SICK DAYS AND
OTHER BENEFITS AS ARE GENERALLY ALLOWED TO OTHER SIMILARLY SITUATED EMPLOYEES OF
THE COMPANY IN ACCORDANCE WITH THE COMPANY POLICY IN EFFECT FROM TIME TO TIME.
(e)
Relocation Expenses.
The Company shall reimburse the Executive a
maximum of $7,000 for relocation expenses.
SECTION 4.
EXCLUSIVITY.
DURING THE EMPLOYMENT TERM, THE EXECUTIVE
SHALL DEVOTE HIS FULL WORKING TIME TO THE BUSINESS OF THE COMPANY, SHALL
FAITHFULLY SERVE THE COMPANY, SHALL IN ALL RESPECTS CONFORM TO AND COMPLY WITH
THE LAWFUL AND REASONABLE DIRECTIONS AND INSTRUCTIONS GIVEN TO HIM IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT, SHALL USE HIS BEST EFFORTS TO PROMOTE AND
SERVE THE INTERESTS OF THE COMPANY, AND SHALL NOT ENGAGE IN ANY OTHER BUSINESS
ACTIVITY, WHETHER OR NOT SUCH ACTIVITY SHALL BE ENGAGED IN FOR PECUNIARY PROFIT,
EXCEPT THAT THE EXECUTIVE MAY (I) PARTICIPATE IN THE ACTIVITIES OF PROFESSIONAL
TRADE ORGANIZATIONS RELATED TO THE BUSINESS OF THE COMPANY, (II) ENGAGE IN
PERSONAL INVESTING ACTIVITIES AND/OR CHARITABLE ACTIVITIES CONSISTENT WITH THE
COMPANY'S POLICY REGARDING INVESTMENTS (WHICH MAY CHANGE FROM TIME TO TIME) OR
(III) WITH THE CONSENT OF THE BOARD, SERVE AS A MEMBER OF THE BOARD OF DIRECTORS
OR ADVISORY BOARDS (OR THEIR EQUIVALENTS IN THE CASE OF A NON-CORPORATE ENTITY)
OF NON-COMPETING BUSINESSES AND CHARITABLE ORGANIZATIONS, PROVIDED THAT
ACTIVITIES SET FORTH IN THESE CLAUSES (I), (II), AND (III) EITHER SINGLY OR IN
THE AGGREGATE, DO NOT INTERFERE IN ANY MATERIAL RESPECT WITH THE SERVICES TO BE
PROVIDED BY THE EXECUTIVE HEREUNDER.
SECTION 5.
REIMBURSEMENT FOR EXPENSES.
THE EXECUTIVE IS
AUTHORIZED TO INCUR REASONABLE EXPENSES IN THE DISCHARGE OF THE SERVICES TO BE
PERFORMED HEREUNDER, INCLUDING EXPENSES FOR TRAVEL, ENTERTAINMENT, LODGING AND
SIMILAR ITEMS IN ACCORDANCE WITH THE COMPANY'S EXPENSE REIMBURSEMENT POLICY, AS
THE SAME MAY BE MODIFIED BY THE BOARD FROM TIME TO TIME.
THE COMPANY SHALL
REIMBURSE THE EXECUTIVE FOR ALL SUCH PROPER EXPENSES UPON PRESENTATION BY THE
EXECUTIVE OF ITEMIZED ACCOUNTS OF SUCH EXPENDITURES IN ACCORDANCE WITH THE
FINANCIAL POLICY OF THE COMPANY, AS IN EFFECT FROM TIME TO TIME.
SECTION 6.
TERMINATION AND DEFAULT.
(A)
EARLY TERMINATION OF THE EMPLOYMENT TERM.
NOTWITHSTANDING SECTION
2 HEREOF, THE EMPLOYMENT TERM SHALL END UPON THE EARLIEST TO OCCUR OF (I) A
TERMINATION OF EXECUTIVE'S EMPLOYMENT DUE TO THE EXECUTIVE'S DEATH, (II) A
TERMINATION BY REASON OF A DISABILITY, WHERE "DISABILITY" SHALL MEAN ANY
PHYSICAL OR MENTAL DISABILITY OR INFIRMITY THAT PREVENTS THE PERFORMANCE OF
EXECUTIVE'S DUTIES HEREUNDER FOR A PERIOD OF 90 CONSECUTIVE DAYS OR 120 DAYS
DURING ANY 12-MONTH PERIOD, (III) A TERMINATION BY THE COMPANY WITH OR WITHOUT
CAUSE
2
(AS DEFINED BELOW), AND (IV) A TERMINATION BY EXECUTIVE WITH OR WITHOUT GOOD
REASON