EMPLOYMENT IN CONNECTION WITH CARRYING OUT THE EXECUTIVE'S DUTIES FOR THE
CORPORATION, SUBJECT TO THE CORPORATION'S EXPENSE REIMBURSEMENT POLICIES IN
EFFECT FROM TIME TO TIME.
IN ADDITION, THE CORPORATION SHALL REIMBURSE THE
EXECUTIVE FOR UP TO SEVENTY FIVE THOUSAND DOLLARS ($75,000) (IN THE AGGREGATE)
OF THE EXECUTIVE'S LEGAL FEES AND OTHER EXPENSES RELATING TO HIS EMPLOYMENT AND
THE NEGOTIATION AND PREPARATION OF THIS AGREEMENT AND RELATED AGREEMENTS.
4.3
VACATION AND OTHER LEAVE.
DURING THE PERIOD
OF EMPLOYMENT, THE EXECUTIVE SHALL ACCRUE AND BE ENTITLED TO TAKE PAID VACATION,
SUCH VACATION OTHERWISE TO ACCRUE AND BE TAKEN AT A RATE OF AT LEAST FOUR (4)
WEEKS PER YEAR IN ACCORDANCE WITH THE CORPORATION'S VACATION POLICIES IN EFFECT
FROM TIME TO TIME, INCLUDING THE CORPORATION'S POLICIES REGARDING VACATION
ACCRUALS (INCLUDING, WITHOUT LIMITATION, LIMITS ON THE AMOUNT OF
5
VACATION THAT MAY BE ACCRUED AND UNTAKEN BEFORE FUTURE ACCRUALS CEASE).
THE
EXECUTIVE SHALL ALSO BE ENTITLED TO ALL OTHER HOLIDAY AND LEAVE PAY GENERALLY
AVAILABLE TO OTHER EXECUTIVES OF THE CORPORATION.
4.4
HOUSING ALLOWANCE.
DURING THE PERIOD OF
EMPLOYMENT, THE CORPORATION SHALL PROVIDE THE EXECUTIVE WITH AN APPROPRIATE
APARTMENT OR SIMILAR TEMPORARY HOUSING LOCATED REASONABLY CONVENIENT TO THE
CORPORATION'S HEADQUARTERS IN ORANGE COUNTY, CALIFORNIA, WHICH THE EXECUTIVE
ACKNOWLEDGES MAY ALSO BE OCCUPIED BY OTHER SENIOR EXECUTIVES OF THE CORPORATION
FROM TIME TO TIME.
(IF THE EXECUTIVE'S OFFICE SHALL MOVE TO A DIFFERENT
LOCATION, AS PROVIDED IN SECTION 1.5, THE CORPORATION SHALL PROVIDE SIMILAR
TEMPORARY HOUSING TO THE EXECUTIVE AT A LOCATION REASONABLY CONVENIENT TO SUCH
NEW LOCATION.)
4.5
CLUB DUES.
THE CORPORATION SHALL REIMBURSE
THE EXECUTIVE FOR BUSINESS OR SOCIAL CLUB DUES INCURRED BY THE EXECUTIVE DURING
THE PERIOD OF EMPLOYMENT, UP TO A MAXIMUM AMOUNT OF TWELVE THOUSAND DOLLARS
($12,000) INCURRED DURING THE PERIOD OF EMPLOYMENT IN EACH OF 2005 AND 2006.
4.6
AUTOMOBILE ALLOWANCE.
THE CORPORATION SHALL
PROVIDE THE EXECUTIVE WITH A CAR ALLOWANCE OF ONE THOUSAND SIX HUNDRED EIGHTY
FIVE DOLLARS ($1,685) PER MONTH DURING THE PERIOD OF EMPLOYMENT TO BE USED FOR
THE PURCHASE, LEASE AND MAINTENANCE OF AN APPROPRIATE AUTOMOBILE FOR EXECUTIVE'S
USE.
5.
Termination.
5.1
TERMINATION BY THE CORPORATION.
THE
EXECUTIVE'S EMPLOYMENT BY THE CORPORATION, AND THE PERIOD OF EMPLOYMENT, MAY BE
TERMINATED AT ANY TIME BY THE CORPORATION: (I) WITH CAUSE (AS DEFINED IN
SECTION 5.5), OR (II) WITHOUT CAUSE, OR (III) IN THE EVENT OF THE EXECUTIVE'S
DEATH, OR (IV) IN THE EVENT THAT THE BOARD DETERMINES IN GOOD FAITH THAT THE
EXECUTIVE HAS A DISABILITY (AS DEFINED IN SECTION 5.5).
5.2
TERMINATION BY THE EXECUTIVE.
THE EXECUTIVE'S
EMPLOYMENT BY THE CORPORATION, AND THE PERIOD OF EMPLOYMENT, MAY BE TERMINATED
AT ANY TIME BY THE EXECUTIVE, ON NO LESS THAN SIXTY (60) DAYS PRIOR WRITTEN
NOTICE TO THE CORPORATION; PROVIDED, HOWEVER, THAT (I) IN THE CASE OF
TERMINATION FOR GOOD REASON, THE EXECUTIVE MAY PROVIDE IMMEDIATE WRITTEN NOTICE
IF THE CORPORATION FAILS TO, OR CANNOT, REASONABLY CURE THE EVENT THAT
CONSTITUTES GOOD REASON AND (II) IN THE CASE OF THE EXECUTIVE'S GOOD FAITH
DETERMINATION