MAY BE AMENDED FROM
TIME TO TIME (THE "STOCK PLAN"), AND WILL BE SUBJECT TO THE FURTHER TERMS AND
CONDITIONS OF THE STOCK PLAN AND THE STOCK OPTION AGREEMENTS TO BE ENTERED INTO
BETWEEN EXECUTIVE AND THE COMPANY. THE OPTIONS WILL BE INTENDED TO QUALIFY AS
"INCENTIVE STOCK OPTIONS" WITHIN THE MEANING OF SECTION 422 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), TO THE MAXIMUM EXTENT POSSIBLE
WITHIN THE LIMITATIONS OF THE CODE.
(IV)
OTHER OPTIONS.
ANY UNVESTED STOCK OPTIONS OUTSTANDING AS OF THE
EFFECTIVE DATE WILL CONTINUE TO VEST DURING EXECUTIVE'S EMPLOYMENT PURSUANT TO
THEIR EXISTING TERMS.
THE OPTIONS DESCRIBED ABOVE WILL NOT PRECLUDE THE BOARD
FROM CONSIDERING OTHER ROUTINE ANNUAL STOCK OPTION GRANTS IN 2010 AND 2011.
(D)
CHANGE IN CONTROL AND OTHER TERMINATION BENEFITS.
THE BOARD IS
CURRENTLY EVALUATING THE ADVISABILITY OF ADOPTING A PROGRAM FOR ITS SENIOR
EXECUTIVES GOVERNING TERMINATIONS OF EMPLOYMENT IN CONNECTION WITH A CHANGE OF
CONTROL OF THE COMPANY AND IN CONNECTION WITH OTHER TERMINATION SCENARIOS.
IN
THE EVENT THAT THE COMPANY ADOPTS SUCH A PROGRAM, EXECUTIVE WILL BE ELIGIBLE TO
RECEIVE TERMINATION-RELATED AND OTHER BENEFITS UNDER SUCH A PROGRAM TO THE SAME
EXTENT AS THE COMPANY'S OTHER SENIOR EXECUTIVES.
(E)
OTHER BENEFITS.
DURING EXECUTIVE'S EMPLOYMENT BY THE COMPANY,
EXECUTIVE WILL BE ELIGIBLE TO PARTICIPATE IN ANY MEDICAL INSURANCE PLANS,
401(K) PLANS, DEFERRED COMPENSATION PLANS, LIFE INSURANCE PLANS, VACATION, OR
OTHER BENEFIT PLANS WHICH ARE GENERALLY AVAILABLE TO THE COMPANY'S EXECUTIVE
VICE PRESIDENTS OR IF THERE ARE NO OTHER EXECUTIVE VICE PRESIDENTS, THEN TO THE
COMPANY'S SENIOR VICE PRESIDENTS, PURSUANT TO THE TERMS AND CONDITIONS OF SUCH
PLANS. THE COMPANY WILL BE UNDER NO OBLIGATION TO INSTITUTE OR CONTINUE THE
EXISTENCE OF ANY SUCH BENEFIT PLAN AND MAY FROM TIME TO TIME AMEND, MODIFY OR
TERMINATE ANY SUCH BENEFIT PLAN.
5.
EXPENSE REIMBURSEMENT.
EXECUTIVE WILL BE ENTITLED TO TIMELY
REIMBURSEMENT FOR ALL ORDINARY AND REASONABLE OUT-OF-POCKET BUSINESS EXPENSES
WHICH ARE INCURRED BY EXECUTIVE IN FURTHERANCE OF THE COMPANY'S BUSINESS AND IN
ACCORDANCE WITH THE COMPANY'S STANDARD POLICIES.
6.
INDEMNIFICATION.
THE COMPANY AGREES TO INDEMNIFY EXECUTIVE AND
HOLD HIM HARMLESS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND UNDER
THE BYLAWS OF THE COMPANY AGAINST AND IN RESPECT TO ANY AND ALL ACTIONS, SUITS,
PROCEEDINGS, CLAIMS, DEMANDS,
3
JUDGMENTS, COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES), LOSSES AND
DAMAGES RESULTING FROM EXECUTIVE'S GOOD-FAITH PERFORMANCE OF HIS DUTIES AND
OBLIGATIONS TO THE COMPANY.
THE COMPANY WILL COVER EXECUTIVE UNDER DIRECTORS
AND OFFICERS LIABILITY INSURANCE BOTH DURING AND, WHILE POTENTIAL LIABILITY
EXISTS (BUT IN ANY CASE NOT FOR MORE THAN SIX YEARS), AFTER THE TERM OF THIS
AGREEMENT IN THE SAME AMOUNT AND ON THE SAME TERMS AS THE COMPANY COVERS ITS
OTHER ACTIVE OFFICERS AND DIRECTORS, IF SUCH COVERAGE IS OBTAINABLE, BUT IN ALL
EVENTS SUCH COVERAGE WILL BE AT LEAST IN SUBSTANTIALLY THE SAME AMOUNT AND ON
SUBSTANTIALLY THE SAME TERMS AS THE COMPANY COVERS ITS OTHER ACTIVE OFFICERS AND
DIRECTORS.
7.
TERMINATION AND SEVERANCE.
(A)
GENERAL.
EXECUTIVE'S EMPLOYMENT