BE ON SUCH TERMS, AS ARE DETERMINED BY THE BOARD OF DIRECTORS OF THE
COMPANY IN GOOD FAITH.
THE COMPANY AGREES THAT AFTER THE CLOSING OF THE OFFER,
EXECUTIVE IS ENTITLED TO RECEIVE A BONUS OF $125,000 FOR SERVICES PROVIDED TO
MDI IN 2002 PRIOR TO, AND IN CONNECTION WITH, THE OFFER.
THE COMPANY AGREES
THAT SUCH BONUS SHALL BE PAYABLE BY THE COMPANY FOLLOWING THE CLOSING OF THE
OFFER, CONTINGENT UPON THE CLOSING OF THE OFFER.
SUCH BONUS SHALL BE INCLUSIVE
OF ALL BONUSES EXECUTIVE SHALL BE ENTITLED TO RECEIVE, WITH RESPECT TO 2002,
FROM MDI OR THE COMPANY AND ITS AFFILIATES.
EXECUTIVE AGREES SUCH BONUS WILL BE
REDUCED BY THE AMOUNT OF ANY OTHER BONUS FROM EITHER MDI OR THE COMPANY PAID
AFTER THE DATE OF THIS AGREEMENT IN OR WITH RESPECT TO THE YEAR 2002. EXECUTIVE
REPRESENTS AND WARRANTS THAT HE HAS NOT AND WILL NOT RECEIVE ANY OTHER BONUS
FROM MDI FOR 2002.
4
(D)
REIMBURSEMENT OF EXPENSES.
THE COMPANY
SHALL PAY, OR REIMBURSE EXECUTIVE IN ACCORDANCE WITH THE COMPANY'S PREVAILING
CORPORATE POLICY, FOR REASONABLE BUSINESS TRAVEL, CONTINUING EDUCATION, AND
OTHER EXPENSES INCURRED BY EXECUTIVE IN PERFORMING HIS DUTIES UNDER THIS
AGREEMENT IN ACCORDANCE WITH AND SUBJECT TO CORPORATE POLICY AND APPLICABLE
INTERNAL REVENUE SERVICE REGULATIONS.
(E)
STOCK OPTIONS.
EXECUTIVE SHALL BE ELIGIBLE
TO BE CONSIDERED FOR AN ANNUAL GRANT OF STOCK OPTIONS ENTITLING THE EXECUTIVE TO
PURCHASE SHARES OF PARENT COMMON STOCK.
THE CRITERIA FOR SUCH AWARDS SHALL BE
BASED UPON SUBSTANTIALLY THE SAME CRITERIA AS OPTION GRANTS GENERALLY AWARDED TO
EXECUTIVE OFFICERS OF PARENT, WHICH MAY TAKE INTO ACCOUNT INTRINSIC DIFFERENCES
IN JOB DUTIES AND RESPONSIBILITIES.
(F)
TRANSPORTATION ALLOWANCE.
THE EXECUTIVE
SHALL BE ENTITLED TO A TRANSPORTATION ALLOWANCE ON THE BASIS OF SUBSTANTIALLY
THE SAME CRITERIA AS IS GENERALLY EMPLOYED WITH RESPECT TO EXECUTIVE OFFICERS OF
THE COMPANY.
THE COMPANY SHALL FURNISH AN ANNUAL TRANSPORTATION ALLOWANCE IN AN
AMOUNT EQUAL TO THAT FURNISHED TO EXECUTIVE OFFICERS OF THE COMPANY, WHICH
AMOUNT IS $16,536 AS OF THE DATE OF THIS AGREEMENT.
SUCH INITIAL TRANSPORTATION
ALLOWANCE SHALL BE INCREASED ANNUALLY IN THE SAME AMOUNT OF INCREASE AS IS
GENERALLY GRANTED TO ALL EXECUTIVE OFFICERS OF THE COMPANY.
THE TRANSPORTATION
ALLOWANCE SHALL BE PAYABLE IN EQUAL MONTHLY INSTALLMENTS AND PRO RATED FOR ANY
PARTIAL YEAR.
(G)
VACATION.
EXECUTIVE SHALL BE ENTITLED TO
VACATION TIME AND TO DAYS OFF FOR RELIGIOUS AND PERSONAL REASONS IN ACCORDANCE
WITH THE COMPANY'S POLICY FOR ITS EXECUTIVE OFFICERS BASED ON CREDITED YEARS OF
SERVICE AS SET FORTH IN THE COMPANY MANUAL, AFTER GIVING EFFECT TO EXECUTIVE'S
EMPLOYMENT WITH MDI AS PROVIDED IN SECTION 3(I);
(H)
RELOCATION ASSISTANCE.
IN CONNECTION WITH
EXECUTIVE'S RELOCATION OF HIS RESIDENCE TO ATLANTA, GEORGIA OR THE PROXIMATE
VICINITY, INCLUDING ALPHARETTA, GEORGIA ("ATLANTA METROPOLITAN AREA"), THE
COMPANY WILL, FOR SUCH RELOCATION, REIMBURSE EXECUTIVE FOR THE FOLLOWING, WHICH
EXECUTIVE ACKNOWLEDGES MAY BE TAXABLE TO EXECUTIVE:
(I)
USUAL AND CUSTOMARY EXPENSES INCURRED IF
EXECUTIVE SELLS HIS HOME HIMSELF OR THROUGH A BROKER; HOWEVER, REIMBURSEMENT FOR
THE BROKER'S COMMISSION (IF EXECUTIVE