EVENT LESS FREQUENTLY THAN EQUAL
MONTHLY INSTALLMENTS.
(B)
CONSULTANT SHALL BE ENTITLED TO REIMBURSEMENT FROM THE COMPANY FOR
THE REASONABLE OUT-OF-POCKET COSTS AND EXPENSES THAT CONSULTANT INCURS IN
CONNECTION WITH THE PERFORMANCE OF CONSULTANT'S DUTIES AND OBLIGATIONS UNDER
THIS AGREEMENT IN A MANNER CONSISTENT WITH THE COMPANY'S PRACTICES AND POLICIES
THEREFOR.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CONSULTANT SHALL BE
REIMBURSED FOR THE COST OF FIRST CLASS AIRFARES FOR TRAVEL BY GALLIERS-PRATT IN
CONNECTION WITH THE PERFORMANCE OF DUTIES ASSIGNED BY OR PURSUANT TO THIS
AGREEMENT; PROVIDED THAT GALLIERS-PRATT REASONABLY CONSIDERS FIRST CLASS TRAVEL,
IN LIGHT OF THE CIRCUMSTANCES, TO BE REASONABLE AND APPROPRIATE.
CONSULTANT
SHALL SUBMIT COMPLETE AND PROPER EXPENSE REIMBURSEMENT DOCUMENTATION AND
SUPPORTING RECEIPTS ON A TIMELY BASIS.
(C)
IF AND TO THE EXTENT PERMITTED BY THE RELEVANT PLAN,
GALLIERS-PRATT SHALL BE ENTITLED TO PARTICIPATE IN ANY PENSION, SAVINGS AND
GROUP TERM LIFE, MEDICAL, DENTAL, DISABILITY, AND OTHER GROUP BENEFIT PLANS THAT
THE COMPANY MAKES AVAILABLE TO ITS EMPLOYEES GENERALLY (THE "COMPANY BENEFIT
PLANS"). IF GALLIERS-PRATT IS NOT ENTITLED TO PARTICIPATE IN SUCH PLANS, THE
COMPANY SHALL REIMBURSE THE CONSULTANT FOR THE REASONABLE COST OF EQUIVALENT
BENEFITS FOR GALLIERS-PRATT TO THOSE AVAILABLE UNDER THE COMPANY BENEFIT PLANS.
(D)
GALLIERS-PRATT SHALL BE ENTITLED TO FOUR (4) WEEKS PAID VACATION,
WHICH SHALL ACCRUE IN A MANNER CONSISTENT WITH THE COMPANY'S STANDARD VACATION
ACCRUAL POLICY.
(E)
THE COMPANY SHALL REIMBURSE CONSULTANT FOR ALL REASONABLE COSTS
(NOT TO EXCEED $2,500 PER MONTH) INCURRED BY CONSULTANT IN CONNECTION WITH THE
LEASE OF A MOTOR VEHICLE FOR USE BY GALLIERS-PRATT IN CONNECTION THE PERFORMANCE
OF DUTIES ASSIGNED BY OR PURSUANT TO THIS AGREEMENT.
(F)
IN THE EVENT OF ANY DISABILITY, IF CONSULTANT OR GALLIERS-PRATT
SHALL RECEIVE PAYMENTS AS A RESULT OF SUCH DISABILITY UNDER ANY DISABILITY PLAN
MAINTAINED BY THE COMPANY, CONSULTANT OR FROM ANY GOVERNMENT AGENCY, THE COMPANY
SHALL BE ENTITLED TO DEDUCT THE AMOUNT OF SUCH PAYMENTS RECEIVED FROM BASE
SALARY PAYABLE TO CONSULTANT DURING THE PERIOD OF SUCH DISABILITY.
3
(G)
THE COMPANY SHALL GRANT TO CONSULTANT AN OPTION TO PURCHASE
650,000 SHARES OF THE COMPANY'S COMMON STOCK, AT AN EXERCISE PRICE OF $0.45 PER
SHARE; PROVIDED THAT SUCH OPTION HAS NOT BEEN GRANTED PRIOR TO THE DATE OF THIS
AGREEMENT.
SUCH OPTION SHALL BE EXERCISABLE IN FULL IMMEDIATELY UPON GRANT. THE
OPTION SHALL BE SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT A.
(H)
THE COMPANY MAY DEDUCT FROM ANY COMPENSATION PAYABLE TO CONSULTANT
(INCLUDING PAYMENTS MADE PURSUANT TO SECTION 5 OF THIS AGREEMENT IN CONNECTION
WITH OR FOLLOWING TERMINATION OF THE ENGAGEMENT OF CONSULTANT HEREUNDER) AMOUNTS
IT BELIEVES ARE REQUIRED TO BE WITHHELD UNDER FEDERAL AND STATE LAW, INCLUDING
APPLICABLE FEDERAL, STATE AND/OR LOCAL INCOME TAX WITHHOLDING, SOCIAL SECURITY
PAYMENTS, STATE DISABILITY AND OTHER INSURANCE PREMIUMS AND PAYMENTS.
4.
TERM OF ENGAGEMENT
Consultant's term of engagement pursuant to this Agreement shall commence as of
the date hereof and shall terminate on the earliest to occur of the following
(the "Date of Termination"):
(A)
UPON THE EXPIRATION OF