WITH
THE REGISTRATION REQUIREMENTS OF FEDERAL AND STATE SECURITIES LAW OR EXEMPTIONS
THEREFROM;
(D)
EXECUTIVE ACKNOWLEDGES THAT AN INVESTMENT IN
ANY LONG TERM SHARES IS SUBJECT TO SIGNIFICANT RISK, INCLUDING THE RISKS
DESCRIBED, FROM TIME TO TIME, IN THE COMPANY'S REPORTS ON FORM 10-K.
EXECUTIVE
REPRESENTS AND WARRANTS THAT HE HAS SUCH KNOWLEDGE AND EXPERTISE IN FINANCIAL
AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF AN
INVESTMENT IN THE LONG TERM SHARES AND THE ABILITY TO BEAR THE ECONOMIC RISK OF
THE INVESTMENT;
(E)
EXECUTIVE IS AN "ACCREDITED INVESTOR" AS
DEFINED IN RULE 501 TO REGULATION D PROMULGATED UNDER THE SECURITIES ACT;
(F)
EXECUTIVE REPRESENTS AND WARRANTS THAT HE
HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF THE COMPANY CONCERNING ITS BUSINESS
AND TO OBTAIN ANY INFORMATION WHICH HE CONSIDERS NECESSARY TO VERIFY THE
ACCURACY OF OR TO AMPLIFY UPON THE COMPANY'S DISCLOSURES AND THAT ALL
QUESTIONS WHICH HAVE BEEN ASKED HAVE BEEN ANSWERED BY THE COMPANY TO EXECUTIVE'S
SATISFACTION.
3.2
PAYMENT.
ALL BASE SALARY DUE EXECUTIVE HEREUNDER SHALL BE PAID IN ACCORDANCE
WITH THE GENERAL PAYROLL PAYMENT PRACTICE OF THE COMPANY FOR EXECUTIVE LEVEL
EMPLOYEES; EXCEPT THAT ANY PAYMENT RELATING TO THE TERMINATION OF EXECUTIVE
SHALL BE PAID AS A LUMP SUM PAYMENT WITHIN 15 DAYS OF TERMINATION.
3.3
BUSINESS EXPENSES.
(A)
REIMBURSEMENT.
THE COMPANY SHALL REIMBURSE
EXECUTIVE FOR ALL ORDINARY AND NECESSARY BUSINESS EXPENSES INCURRED BY HIM IN
CONNECTION WITH THE PERFORMANCE OF HIS DUTIES HEREUNDER.
THE REIMBURSEMENT OF
BUSINESS EXPENSES WILL BE GOVERNED BY THE POLICIES FOR THE COMPANY AS THEY ARE
IN EFFECT FROM TIME TO TIME DURING THE TERM OF THIS AGREEMENT.
(B)
ACCOUNTING.
EXECUTIVE SHALL PROVIDE THE
COMPANY WITH AN ACCOUNTING OF ANY EXPENSES, FOR WHICH REIMBURSEMENT IS SOUGHT
INCLUDING A DESCRIPTION OF THE PURPOSE FOR WHICH EACH EXPENSE WAS INCURRED.
EXECUTIVE SHALL PROVIDE THE COMPANY WITH SUCH OTHER SUPPORTING DOCUMENTATION AND
OTHER SUBSTANTIATION OF REIMBURSABLE EXPENSES AS MAY BE REQUIRED BY COMPANY TO
CONFORM TO INTERNAL REVENUE SERVICE OR OTHER REQUIREMENTS.
ALL SUCH
REIMBURSEMENTS SHALL BE PAYABLE BY THE COMPANY TO EXECUTIVE WITHIN A REASONABLE
TIME AFTER RECEIPT BY THE COMPANY OF APPROPRIATE DOCUMENTATION REQUIRED BY THE
COMPANY.
3.4
OTHER BENEFITS. THE COMPANY SHALL PROVIDE EXECUTIVE WITH SUCH RETIREMENT
BENEFITS AND GROUP HEALTH AND OTHER INSURANCE COVERAGE AT SUCH LEVELS AND ON
SUCH TERMS AS THE COMPANY GENERALLY PROVIDES TO ITS EXECUTIVE LEVEL EMPLOYEES IN
ACCORDANCE WITH ITS COMPANY-SPONSORED BENEFIT PLANS AS THEY ARE IN EFFECT FROM
TIME TO TIME DURING THE TERM OF THE AGREEMENT.
3.5
COMPENSATION UPON TERMINATION.
IF EXECUTIVE'S EMPLOYMENT HEREUNDER AND THIS
AGREEMENT IS TERMINATED IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE II, THE
COMPANY WILL BE OBLIGATED TO PROVIDE TO EXECUTIVE COMPENSATION AND BENEFITS, IN
LIEU OF ANY SEVERANCE UNDER ANY SEVERANCE PLAN THAT THE COMPANY MAY THEN HAVE IN
EFFECT, AND SUBJECT TO SETOFF FOR ANY AMOUNTS OWED BY EXECUTIVE TO THE COMPANY
OR ANY AFFILIATE OF THE COMPANY BY REASON OF ANY CONTRACT, AGREEMENT, PROMISSORY
NOTE, ADVANCE, FAILURE TO