THEREOF, AN ANNUAL CASH BONUS OF UP TO FIFTY PERCENT
(50%) OF THE THEN IN EFFECT ANNUAL BASE SALARY, IN ACCORDANCE WITH, AND BASED
UPON, OVERALL COMPANY AND INDIVIDUAL PERFORMANCE STANDARDS TO BE ESTABLISHED BY
THE BOARD OF DIRECTORS OR THE COMPENSATION COMMITTEE THEREOF ON AN ANNUAL BASIS.
3.3.
STOCK OPTIONS.
EMPLOYEE, AT THE SOLE DISCRETION OF, AND UPON
APPROVAL BY, THE COMPANY'S BOARD OF DIRECTORS OR THE COMPENSATION COMMITTEE
THEREOF, SHALL BE ELIGIBLE TO RECEIVE AN OPTION TO PURCHASE UP TO 10,000,000
SHARES OF THE COMPANY'S COMMON STOCK PURSUANT TO AN OPTION AGREEMENT ISSUED IN
ACCORDANCE WITH THE TERMS OF THE COMPANY'S 2005 EQUITY INCENTIVE PLAN.
SUCH
OPTION SHALL HAVE AN EXERCISE PRICE EQUAL TO THE FAIR MARKET VALUE OF A SHARE OF
THE COMPANY'S COMMON STOCK ON THE DATE OF GRANT AND SHALL VEST AT THE RATE OF
TWENTY-FIVE PERCENT (25%) PER COMPLETED YEAR.
EMPLOYEE SHALL ALSO BE ELIGIBLE
TO RECEIVE ADDITIONAL STOCK OPTIONS, RESTRICTED STOCK OR OTHER EQUITY INCENTIVE
GRANTS PURSUANT TO ONE OR MORE EQUITY INCENTIVE PLANS OFFERED BY THE COMPANY
FROM TIME TO TIME, SUBJECT TO THE APPROVAL OF THE BOARD OF DIRECTORS OR THE
COMPENSATION COMMITTEE THEREOF.
4.
HEALTH AND WELFARE BENEFIT PLANS.
THE EMPLOYEE AND/OR THE
EMPLOYEE'S FAMILY, AS THE CASE MAY BE, SHALL BE ELIGIBLE FOR PARTICIPATION IN
AND SHALL RECEIVE ALL BENEFITS UNDER HEALTH AND WELFARE BENEFIT PLANS,
PRACTICES, POLICIES AND PROGRAMS PROVIDED BY THE COMPANY (INCLUDING, WITHOUT
LIMITATION, MEDICAL PRESCRIPTION, DENTAL DISABILITY, SALARY CONTINUANCE,
EMPLOYEE LIFE, GROUP LIFE, ACCIDENTAL DEATH AND TRAVEL ACCIDENT INSURANCE PLANS
AND PROGRAMS) TO THE EXTENT GENERALLY APPLICABLE TO EMPLOYEES OF THE COMPANY.
5.
OTHER BENEFITS.
(A)
EMPLOYEE SHALL BE ELIGIBLE TO RECEIVE ALL CUSTOMARY AND USUAL
FRINGE BENEFITS AND SHALL BE ENTITLED TO PARTICIPATE IN ALL SAVINGS AND
RETIREMENT PLANS, PRACTICES, POLICIES AND PROGRAMS GENERALLY APPLICABLE TO
EMPLOYEES OF THE COMPANY THAT ARE IN EFFECT DURING EMPLOYEE'S EMPLOYMENT WITH
THE COMPANY, SUBJECT TO THE TERMS AND CONDITIONS OF COMPANY'S BENEFIT PLAN
DOCUMENTS, AS APPLICABLE.
COMPANY RESERVES THE RIGHT TO CHANGE OR ELIMINATE THE
FRINGE BENEFITS OR PLANS, PRACTICES AND PROGRAMS ON A COMPANY-WIDE, PROSPECTIVE
BASIS, AT ANY TIME;
2
(B)
EMPLOYEE SHALL BE PAID A CAR ALLOWANCE OF $500 PER MONTH;
(C)
SUBJECT TO SECTION 1 ABOVE AND ADVANCE APPROVAL FROM THE COMPANY
FOR SPECIFIC AUTHORIZATION OF EACH INSTANCE, EMPLOYEE SHALL BE ENTITLED TO WORK
FROM A HOME OFFICE, AT NO COST TO THE COMPANY, AS IS REASONABLY NECESSARY TO
PERFORM EMPLOYEE'S DUTIES HEREUNDER.
6.
BUSINESS EXPENSES.
6.1.
EMPLOYEE SHALL BE ENTITLED TO RECEIVE PROMPT REIMBURSEMENT FOR ALL
REASONABLE, OUT-OF-POCKET BUSINESS EXPENSES INCURRED IN THE PERFORMANCE OF HIS
DUTIES ON BEHALF OF COMPANY, INCLUDING, WITHOUT LIMITATION, CELL PHONE (WHICH
SHALL NOT REQUIRE PRE-APPROVAL) USE.
6.2.
EMPLOYEE SHALL BE ENTITLED TO RECEIVE PROMPT REIMBURSEMENT FOR ONE
ROUND TRIP AIRLINE TICKET FOR TRAVEL BETWEEN PHILADELPHIA, PA AND BOSTON, MA PER
WORK WEEK PROVIDING SUCH AIRLINE TICKETS ARE PURCHASED FOURTEEN (14) DAYS IN
ADVANCE. EMPLOYEE, AT HIS OPTION, MAY DRIVE FROM HIS YARDLEY, PA HOME TO
SOUTHBOROUGH,