SAVINGS, BONUS, LIFE
INSURANCE, HOSPITALIZATION, DENTAL, DRUG PRESCRIPTION, DISABILITY, ACCIDENTAL
DEATH AND DISMEMBERMENT AND OTHER BENEFIT PLANS AND POLICIES AS MAY FROM TIME TO
TIME BE IN EFFECT WITH RESPECT TO SENIOR MANAGEMENT PERSONNEL OF THE COMPANY
(COLLECTIVELY, THE "BENEFITS"). THE EXECUTIVE SHALL ALSO BE ENTITLED TO VACATION
DAYS, HOLIDAYS AND SICK DAYS IN ACCORDANCE WITH THE
2
POLICIES OF THE COMPANY AS MAY BE IN EFFECT FROM TIME TO TIME; PROVIDED,
HOWEVER, THAT UPON TERMINATION OF EXECUTIVE'S EMPLOYMENT FOR ANY REASON
(INCLUDING RESIGNATION BY THE EXECUTIVE), THE COMPANY SHALL PAY EXECUTIVE FOR
ACCRUED VACATION TIME FROM THE INCEPTION OF HIS EMPLOYMENT THROUGH THE LAST DATE
OF EMPLOYMENT AS SET FORTH ON EXHIBIT A, ON A PRO RATED BASIS CALCULATED ON THE
BASIS OF THE EXECUTIVE'S SALARY IN EFFECT ON THE TERMINATION DATE. THE EXECUTIVE
SHALL ALSO BE ENTITLED TO HAVE HIS EXISTING LEASED CAR (THE "LEASED CAR")
EXTENDED THROUGH THE TERMINATION DATE IN ACCORDANCE WITH THE TERMS SET FORTH ON
EXHIBIT B. IN THE EVENT THAT THE EXECUTIVE CONTINUES TO BE EMPLOYED BY THE
COMPANY THROUGH MARCH 31, 2006 AND EXECUTIVE CHOOSES TO APPLY FOR UNEMPLOYMENT
BENEFITS, THE COMPANY WILL NOT CONTEST THE EXECUTIVE'S APPLICATION. FURTHER, IN
THE EVENT THAT THE EXECUTIVE IS TERMINATED WITHOUT CAUSE OR RESIGNS FOR GOOD
REASON PRIOR TO MARCH 31, 2006, THE COMPANY WILL NOT CONTEST THE EXECUTIVE'S
APPLICATION FOR SUCH BENEFITS.
(C)
STOCK OPTIONS.
THE EXECUTIVE SHALL BE
ELIGIBLE TO RECEIVE GRANTS OF OPTIONS TO PURCHASE EQUITY IN THE COMPANY DURING
THE EMPLOYMENT TERM AS DETERMINED, FROM TIME TO TIME, IN THE SOLE DISCRETION OF
THE BOARD OR THE COMPENSATION COMMITTEE.
ALL OF EXECUTIVE'S OPTIONS SHALL VEST
IMMEDIATELY UPON THE EXPIRATION OF THE EMPLOYMENT TERM AND REMAIN EXERCISABLE
FOR A PERIOD OF TWO YEARS.
(D)
EXPENSES.
THE COMPANY WILL PAY OR PROMPTLY
REIMBURSE THE EXECUTIVE FOR ALL REASONABLE OUT-OF-POCKET BUSINESS, ENTERTAINMENT
AND TRAVEL EXPENSES INCURRED BY THE EXECUTIVE IN THE PERFORMANCE OF HIS DUTIES
HEREUNDER UPON PRESENTATION OF APPROPRIATE SUPPORTING DOCUMENTATION AND
OTHERWISE IN ACCORDANCE WITH THE EXPENSE REIMBURSEMENT POLICIES OF THE COMPANY
IN EFFECT FROM TIME TO TIME.
SUCH EXPENSES SHALL INCLUDE THE COST OF (I) GAS
AND TOLLS INCURRED BY THE EXECUTIVE IN CONNECTION WITH THE EXECUTIVE'S TRAVEL TO
AND FROM HIS RESIDENCE AND THE COMPANY'S HEADQUARTERS LOCATED AT 2 APPLEGATE
DRIVE, ROBBINSVILLE, NEW JERSEY 08691 AND (II) ACCOMMODATIONS IN THE
ROBBINSVILLE, NEW JERSEY VICINITY. THE COMPANY SHALL ALSO PROMPTLY REIMBURSE THE
EXECUTIVE FOR OUT-OF-POCKET EXPENSES INCURRED FOR MOVING AND STORAGE COSTS
ASSOCIATED WITH HIS PREVIOUSLY PLANNED RELOCATION AND HOME SALE PREPARATION.
SUCH COSTS SHALL BE LIMITED TO $1,400.
(E)
TAXES AND WITHHOLDINGS. ALL APPROPRIATE
DEDUCTIONS, INCLUDING FEDERAL, STATE AND LOCAL TAXES AND SOCIAL SECURITY, SHALL
BE DEDUCTED FROM ANY AMOUNT PAID BY THE COMPANY TO THE EXECUTIVE HEREUNDER IN
CONFORMITY WITH APPLICABLE LAWS.
SECTION 6.
CONFIDENTIALITY.
THE EXECUTIVE
ACKNOWLEDGES AND AGREES THAT (A) IN CONNECTION WITH HIS EMPLOYMENT BY THE
COMPANY, THE EXECUTIVE WILL BE INVOLVED IN THE COMPANY'S AND ITS SUBSIDIARIES'
(IF ANY) OPERATIONS; (B) IN ORDER TO