AND ENTERTAINMENT) WHICH HE INCURS IN PERFORMING HIS CONSULTING
SERVICES.
EXECUTIVE'S TITLE DURING THE CONSULTING PERIOD WILL BE MUTUALLY AGREED UPON
BETWEEN EXECUTIVE AND THE CORPORATION.
EXECUTIVE WILL CONTINUE TO SERVE AS A
MEMBER OF THE BOARD AND AS CHAIRMAN OF THE BOARD (AS NON-EXECUTIVE CHAIRMAN
COMMENCING JANUARY 4, 2010) UNTIL THE CORPORATION'S ANNUAL MEETING OF
STOCKHOLDERS IN 2010.
EXECUTIVE'S SERVICE ON THE BOARD THEREAFTER WILL BE
SUBJECT TO HIS NOMINATION TO SUCH POSITION IN THE DISCRETION OF THE BOARD AND
ELECTION TO SUCH POSITION.
EXECUTIVE WILL BE AVAILABLE TO PERFORM SERVICES UP TO TEN (10) DAYS PER MONTH.
THE CEO AND EXECUTIVE WILL AGREE ON THE DAYS EXECUTIVE WILL BE PERFORMING
SERVICES UNDER THE CONSULTING AGREEMENT.
IN ADDITION TO THE CONSULTING FEE
PROVIDED FOR IN SECTION 3(A), THE CORPORATION MAY REQUEST EXECUTIVE TO PERFORM
SERVICES FOR ADDITIONAL DAYS PER MONTH AT THE RATE OF $1,600 PER DAY.
THE
CORPORATION AND THE EXECUTIVE REASONABLY ANTICIPATE THAT FOLLOWING THE EFFECTIVE
DATE, EXECUTIVE'S LEVEL OF SERVICES PROVIDED TO THE CORPORATION WILL BE REDUCED
PERMANENTLY TO A LEVEL LESS THAN OR EQUAL TO TWENTY (20%) PERCENT OF THE LEVEL
OF SERVICES PROVIDED PRIOR TO THE EFFECTIVE DATE.
3.
CONSULTING FEES; BENEFITS; OFFICE SPACE AND ASSISTANT.
(A)
EXECUTIVE WILL BE PAID A CONSULTING FEE FOR HIS SERVICES OF
$200,000 PER YEAR.
EXECUTIVE WILL BE PAID HIS CONSULTING FEES MONTHLY.
EXECUTIVE WILL BE ENTITLED TO A BONUS OF $50,000 PER YEAR FOR EACH CORPORATION
FISCAL YEAR WHICH ENDS COINCIDENT WITH, OR PRIOR TO, THE TERMINATION OF THE
CONSULTING AGREEMENT, IF THE CORPORATION MEETS ITS FINANCIAL TARGETS AND PAYS
BONUSES TO EXECUTIVE OFFICERS FOR SUCH FISCAL YEAR (SUCH DETERMINATION WILL BE
MADE BY THE BOARD).
(B)
EXECUTIVE WILL BE PROVIDED DURING THE CONSULTING PERIOD WITH
HEALTH AND LIFE INSURANCE COVERAGES (INCLUDING EXECUTIVE MEDICAL) UNDER THE
CORPORATION'S EXISTING BENEFIT PROGRAMS, BUT IF SUCH COVERAGES CANNOT BE
CONTINUED UNDER THE EXISTING BENEFIT PROGRAMS OR IF THE HEALTHCARE COVERAGE
CANNOT BE PROVIDED IN A MANNER SUCH THAT BENEFIT PAYMENTS WILL CONTINUE TO BE
TAX-FREE TO EXECUTIVE AND HIS DEPENDENTS, THE CORPORATION WILL ARRANGE FOR
OTHER, COMPARABLE COVERAGES AT ITS EXPENSE.
EXECUTIVE WILL CONTINUE TO BE
RESPONSIBLE FOR PAYING THE COSTS OF ANY DEPENDENT COVERAGE IN THE SAME MANNER AS
IF HE WERE AN ACTIVE EMPLOYEE.
(C)
TO ASSIST IN PERFORMING THE CONSULTING SERVICES, EXECUTIVE WILL BE
PROVIDED DURING THE CONSULTING PERIOD, AT THE CORPORATION'S EXPENSE, WITH AN
EQUIPPED OFFICE AND HIS CURRENT SECRETARY/ADMINISTRATIVE ASSISTANT (OR A
SUBSTITUTE ACCEPTABLE TO EXECUTIVE).
THE SECRETARY/ADMINISTRATIVE ASSISTANT
SHALL RECEIVE A LEVEL OF COMPENSATION AND BENEFITS COMPARABLE TO THAT BEING
RECEIVED BY SUCH ASSISTANT AT THE END OF THE TERM OF THE EMPLOYMENT AGREEMENT.
EXECUTIVE'S OFFICE WILL BE AT A LOCATION ACCEPTABLE TO EXECUTIVE, BUT WILL NOT
BE IN THE PORTLAND HEADQUARTERS BUILDING.
(D)
EXECUTIVE WILL ALSO BE PROVIDED WITH AN AUTOMOBILE (AND RELATED
COSTS) UNDER TERMS SIMILAR TO THOSE THE CORPORATION USES FOR SENIOR EXECUTIVES,
WITH
2
REIMBURSEMENT FOR MEMBERSHIP DUES AND ASSESSMENTS AT A COUNTRY CLUB, AND PAYMENT
FOR A FINANCIAL/TAX