BY EMPLOYEE, THE COMPANY SHALL COMPENSATE EMPLOYEE AS FOLLOWS:
(A)
BASE SALARY.
THE BASE SALARY PAYABLE TO
EMPLOYEE SHALL BE $575,000 PER YEAR, PAYABLE ON A REGULAR BASIS IN ACCORDANCE
WITH THE COMPANY'S STANDARD PAYROLL PROCEDURES BUT NOT LESS THAN BI-WEEKLY.
ON
AT LEAST AN ANNUAL BASIS, THE BOARD WILL REVIEW EMPLOYEE'S PERFORMANCE AND MAY
MAKE INCREASES TO SUCH BASE SALARY IF, IN ITS DISCRETION, ANY SUCH INCREASE IS
WARRANTED. SUCH RECOMMENDED INCREASE WOULD, IN ALL LIKELIHOOD, REQUIRE APPROVAL
BY THE BOARD OR A DULY CONSTITUTED COMMITTEE THEREOF.
(B)
INCENTIVE BONUS PLAN.
EMPLOYEE SHALL BE
ELIGIBLE FOR A BONUS OPPORTUNITY OF UP TO 100% OF HIS ANNUAL BASE SALARY IN
ACCORDANCE WITH THE COMPANY'S INCENTIVE BONUS PLAN AS MODIFIED FROM TIME TO
TIME, PAYABLE IN CASH AND/OR EQUITY OF THE COMPANY (AT THE COMPANY'S
DISCRETION).
THE BONUS PAYMENT AND THE COMPANY'S TARGETED PERFORMANCE SHALL BE
DETERMINED AND APPROVED BY THE BOARD OR THE COMPENSATION COMMITTEE THEREOF.
(C)
EXECUTIVE PERQUISITES, BENEFITS AND OTHER
COMPENSATION.
EMPLOYEE SHALL BE ENTITLED TO RECEIVE ADDITIONAL BENEFITS AND
COMPENSATION FROM THE COMPANY IN SUCH FORM AND TO SUCH EXTENT AS SPECIFIED
BELOW:
(I)
PAYMENT OF ALL PREMIUMS FOR COVERAGE FOR
EMPLOYEE AND HIS DEPENDENT FAMILY MEMBERS UNDER HEALTH, HOSPITALIZATION,
DISABILITY, DENTAL, LIFE AND OTHER INSURANCE PLANS THAT THE COMPANY MAY HAVE IN
EFFECT FROM TIME TO TIME, AND NOT LESS FAVORABLE THAN THE BENEFITS PROVIDED TO
OTHER COMPANY EXECUTIVES.
(II)
REIMBURSEMENT FOR ALL BUSINESS TRAVEL AND
OTHER OUT-OF-POCKET EXPENSES REASONABLY INCURRED BY EMPLOYEE IN THE PERFORMANCE
OF HIS SERVICES PURSUANT TO THIS AGREEMENT.
ALL REIMBURSABLE EXPENSES SHALL BE
APPROPRIATELY DOCUMENTED IN REASONABLE DETAIL BY EMPLOYEE UPON SUBMISSION OF ANY
REQUEST FOR REIMBURSEMENT, AND IN A FORMAT AND MANNER CONSISTENT WITH THE
COMPANY'S EXPENSE REPORTING POLICY.
(III)
FOUR (4) WEEKS PAID VACATION FOR EACH YEAR
DURING THE PERIOD OF EMPLOYMENT OR SUCH GREATER AMOUNT AS MAY BE AFFORDED
OFFICERS AND KEY EMPLOYEES GENERALLY UNDER THE COMPANY'S POLICIES IN EFFECT FROM
TIME TO TIME (PRORATED FOR ANY YEAR IN WHICH EMPLOYEE IS EMPLOYED FOR LESS THAN
THE FULL YEAR).
(IV)
AN AUTOMOBILE ALLOWANCE IN THE AMOUNT OF
$1,000 PER MONTH.
(V)
THE COMPANY SHALL REIMBURSE EMPLOYEE UP TO
$300 PER MONTH FOR CLUB
2
DUES ACTUALLY INCURRED BY EMPLOYEE, PROVIDED THAT SUCH CLUB IS USED AT LEAST 50%
OF THE TIME FOR BUSINESS PURPOSES.
(VI)
THE COMPANY SHALL PROVIDE EMPLOYEE WITH OTHER
EXECUTIVE PERQUISITES AS MAY BE AVAILABLE TO OR DEEMED APPROPRIATE FOR EMPLOYEE
BY THE BOARD AND PARTICIPATION IN ALL OTHER COMPANY-WIDE EMPLOYEE BENEFITS AS
AVAILABLE FROM TIME TO TIME, WHICH WILL INCLUDE PARTICIPATION IN THE COMPANY'S
INCENTIVE COMPENSATION PLAN.
(VII)
THE COMPANY SHALL PROVIDE EMPLOYEE WITH
REASONABLE ASSISTANCE IN PERSONAL TAX PLANNING FROM THE COMPANY'S AUDITORS.
(VIII)
PARTICIPATION IN THE COMPANY'S 401(K) PLAN AND
NON-QUALIFIED PLAN.
(IX)
THE COMPANY SHALL, UNDER EMPLOYEE'S
DIRECTION, ESTABLISH A SUPPLEMENTAL RETIREMENT PLAN/SURVIVOR PROTECTION PLAN TO
BE PLACED INSIDE THE COMPANY'S NON-QUALIFIED PLAN AND PROVIDE EMPLOYEE WITH SUCH
BENEFIT.
(X)
THE COMPANY SHALL REIMBURSE EMPLOYEE UP TO
$15,000 PER YEAR