CUSTOMARY PAYROLL PRACTICES
OF THE COMPANY ("BASE SALARY").
THE THEN CURRENT BASE SALARY SHALL BE REVIEWED
ANNUALLY.
3.2
BONUSES.
THE EXECUTIVE WILL BE ELIGIBLE TO RECEIVE AN ANNUAL
BONUS ("BONUS") BASED ON ANNUAL PRE-TAX PROFITS UNDER A PLAN ESTABLISHED BY THE
COMPANY.
THE EXECUTIVE'S TARGET BONUS SHALL BE FIFTY PERCENT (50%) OF BASE
SALARY, WITH THE ACTUAL AMOUNT OF EACH BONUS BEING DETERMINED AS PROVIDED UNDER
SUCH PLAN.
FOR ANY PARTIAL FISCAL YEARS, THE BONUS WILL BE PRORATED BASED ON
THE NUMBER OF DAYS OF ACTUAL EMPLOYMENT DURING A THREE HUNDRED AND SIXTY FIVE
(365)-DAY FISCAL YEAR.
THE BONUS WILL BE PAID ON SEPTEMBER 30TH OF THE
COMPANY'S IMMEDIATELY SUBSEQUENT FISCAL YEAR IN WHICH THE SERVICES REQUIRED FOR
PAYMENT HAVE BEEN PERFORMED.
3.3
PARTICIPATION IN EMPLOYEE BENEFIT PLANS.
THE EXECUTIVE SHALL BE
ENTITLED, IF AND TO THE EXTENT ELIGIBLE, TO PARTICIPATE IN ALL OF THE APPLICABLE
BENEFIT PLANS OF THE COMPANY THAT ARE AVAILABLE TO OTHER SENIOR EXECUTIVES OF
THE COMPANY, ON TERMS WHICH ARE AT LEAST AS FAVORABLE AS THE TERMS FOR OTHER
SENIOR EXECUTIVES.
THE COMPANY MAY AT ANY TIME OR FROM TIME TO TIME AMEND,
MODIFY, SUSPEND OR TERMINATE ANY EMPLOYEE BENEFIT PLAN, PROGRAM OR ARRANGEMENT
FOR ANY REASON WITHOUT THE EXECUTIVE'S CONSENT IF SUCH AMENDMENT, MODIFICATION,
SUSPENSION OR TERMINATION IS CONSISTENT WITH THE AMENDMENT, MODIFICATION,
SUSPENSION OR TERMINATION FOR OTHER EXECUTIVES OF THE COMPANY.
3.4
VACATION.
THE EXECUTIVE SHALL BE ENTITLED TO A PAID VACATION
SCHEDULE ON TERMS AT LEAST AS FAVORABLE AS FOR OTHER EXECUTIVES OF THE COMPANY;
PROVIDED, HOWEVER THAT SUCH VACATION SHALL BE A MINIMUM OF THREE (3) WEEKS OF
PAID VACATION ANNUALLY.
VACATION CARRY-OVER POLICY SHALL BE THE SAME TERMS AS
THOSE ENFORCED FOR OTHER EXECUTIVES OF THE COMPANY.
3.5
EXPENSE REIMBURSEMENT.
THE EXECUTIVE SHALL BE ENTITLED TO RECEIVE
REIMBURSEMENT FOR ALL APPROPRIATE BUSINESS EXPENSES INCURRED BY HIM IN
CONNECTION WITH HIS DUTIES UNDER THIS AGREEMENT IN ACCORDANCE WITH THE POLICIES
OF THE COMPANY AS IN EFFECT FROM TIME TO TIME.
3.6
EQUITY GRANT.
THE EXECUTIVE SHALL BE ELIGIBLE TO PARTICIPATE IN
THE COMPANY'S EQUITY INCENTIVE PLAN (THE "EQUITY INCENTIVE PLAN").
THE
EXECUTIVE SHALL RECEIVE AN EQUITY GRANT TO BE DETERMINED BY THE BOARD SUBSEQUENT
TO THE EXECUTION HEREOF.
THE EQUITY AWARD SHALL BE SUBJECT TO THE TERMS AND
CONDITIONS OF THE EQUITY INCENTIVE PLAN AND THE COMPANY'S CUSTOMARY
DOCUMENTATION WITH RESPECT THERETO.
4.
TERMINATION OF EMPLOYMENT.
4.1
DUE TO DEATH OF THE EXECUTIVE.
THE EXECUTIVE'S EMPLOYMENT SHALL
TERMINATE IMMEDIATELY UPON HIS DEATH.
2
4.2
DUE TO DISABILITY OF THE EXECUTIVE.
THE EXECUTIVE'S EMPLOYMENT
SHALL TERMINATE UPON THE EXECUTIVE'S "DISABILITY."
FOR THE PURPOSES OF THIS
AGREEMENT, "DISABILITY" MEANS A DETERMINATION BY THE COMPANY IN ACCORDANCE WITH
APPLICABLE LAW THAT AS A RESULT OF A PHYSICAL OR MENTAL INJURY OR ILLNESS, THE
EXECUTIVE IS UNABLE TO PERFORM THE ESSENTIAL FUNCTIONS OF HIS JOB WITH OR
WITHOUT REASONABLE ACCOMMODATION FOR A PERIOD OF NINETY (90) CONSECUTIVE DAYS IN
ANY THREE HUNDRED AND SIXTY (360)-DAY PERIOD.
4.3
BY THE COMPANY.
THE COMPANY MAY TERMINATE