ACKNOWLEDGES THAT THE EXECUTIVE HAS PROVIDED HIS OWN PERSONAL LAP TOP AND
CELLULAR TELEPHONE FOR USE IN THE BUSINESS OF THE COMPANY THAT RECEIVES AND
TRANSMITS ELECTRONIC CORRESPONDENCE. THE COMPANY WILL PAY THE EXECUTIVE'S PHONE
SERVICE AND USAGE AND PROVIDE EMAIL SERVICE THRU THE COMPANY'S SERVERS. UPON
TERMINATION OF THIS AGREEMENT, THE COMPANY ACKNOWLEDGES THAT THE CELLULAR
TELEPHONE AND PERSONAL LAP TOP ARE THE EXECUTIVE'S PERSONAL PROPERTY AND SHALL
BE RETAINED BY EXECUTIVE.
(J)
CAR ALLOWANCE.
IN LIEU OF A COMPANY
CAR, DURING THE TERM OF THIS AGREEMENT, THE COMPANY WILL PAY EXECUTIVE A CAR
ALLOWANCE OF ONE THOUSAND DOLLARS (US$1000) PER MONTH. ANY REASONABLE
MAINTENANCE EXPENSES SUCH AS REPLACEMENT TIRES, SERVICE MAINTENANCE AND REPAIRS
WILL ALSO BE PAID BY THE COMPANY.
IN ADDITION, DURING THE TERM OF THIS
AGREEMENT, THE CORPORATION SHALL PROVIDE EXECUTIVE WITH A GAS CARD.
(K)
ASSOCIATION DUES.
DURING THE TERM OF THIS
AGREEMENT, THE CORPORATION MAY PAY REASONABLE INITIATION FEES AND DUES PAYABLE
IN CONNECTION WITH THE EXECUTIVE'S MEMBERSHIP(S) IN
2
THOSE CLUBS AND ACTIVITIES THAT IN THE OPINION OF THE BOARD ARE IN FURTHERANCE
AND DIRECTLY RELATED TO THE ACTIVE CONDUCT OF THE CORPORATION'S BUSINESS AND ARE
CONSISTENT WITH SOUND TAX PLANNING.
(L)
FEDERAL INCOME TAX WITHHOLDING.
THE
COMPANY SHALL WITHHOLD FROM COMPENSATION, BONUSES AND BENEFITS PAYABLE UNDER
THIS AGREEMENT, OR ARRANGE FOR THE PAYMENT OF, FEDERAL, STATE, LOCAL OR OTHER
TAXES AS REQUIRED PURSUANT TO LAW OR GOVERNMENTAL REGULATION OR RULING.
(M)
INDEMNITY.
IN ADDITION TO ANY AND ALL OTHER
INDEMNITY RIGHTS TO WHICH THE EXECUTIVE MAY BE ENTITLED UNDER THE ARTICLES OF
INCORPORATION OR BYLAWS OF THE COMPANY, OR OTHERWISE, THE EXECUTIVE SHALL BE
INDEMNIFIED AND HELD HARMLESS BY THE COMPANY TO THE MAXIMUM EXTENT PERMITTED BY
LAW OR FUTURE LEGISLATION OR BY CURRENT OR FUTURE JUDICIAL OR ADMINISTRATIVE
DECISION (BUT, IN THE CASE OF ANY FUTURE LEGISLATION OR DECISION, ONLY TO THE
EXTENT THAT IT PERMITS THE COMPANY TO PROVIDE BROADER INDEMNIFICATION RIGHTS
THAN PERMITTED PRIOR TO THE LEGISLATION OR DECISION) FOR ANY AND ALL SUCH
DIRECTOR, LOSSES, CLAIMS, SUITS, PROCEEDINGS, ARBITRATIONS, MEDIATIONS,
LIABILITIES, FINES, ASSESSMENTS, SETTLEMENTS, DAMAGES, COSTS AND EXPENSES
(INCLUDING, WITHOUT LIMITATION, REASONABLE FEES AND DISBURSEMENTS OF COUNSEL),
WHETHER SUIT IS INSTITUTED OR NOT AND, IF INSTITUTED, WHETHER AT ANY TRIAL OR
APPELLATE LEVEL (COLLECTIVELY, THE "LIABILITIES"), WHICH MAY ARISE IN CONNECTION
WITH, AS A RESULT OF, OR BASED UPON THE PERFORMANCE OF EXECUTIVE'S DUTIES
HEREUNDER AS AN EMPLOYEE OR DIRECTOR OR HIS EMPLOYMENT BY THE COMPANY,
INCLUDING, WITHOUT LIMITATION, ANY DERIVATIVE SUITS OR OTHER SUITS BROUGHT BY OR
ON BEHALF OF THE SHAREHOLDERS OF THE COMPANY.
IN THE EVENT OF ANY CLAIM AGAINST
THE EXECUTIVE WHICH MAY GIVE RISE TO LIABILITIES HEREUNDER, THE EXECUTIVE SHALL
GIVE PROMPT WRITTEN NOTICE THEREOF TO THE COMPANY, AND THE COMPANY SHALL ASSUME
THE DEFENSE THEREOF AT ITS OWN COST AND EXPENSE. COSTS, CHARGES AND EXPENSES
(INCLUDING ATTORNEYS' FEES) INCURRED BY EXECUTIVE IN DEFENDING A CIVIL OR
CRIMINAL SUIT, ACTION OR PROCEEDING SHALL BE PAID BY THE COMPANY IN ADVANCE OF
THE