OF) THE PLAN DOCUMENTS GOVERNING
THOSE PROGRAMS.
THE EXECUTIVE SHALL BE ENTITLED TO NO LESS THAN FOUR WEEKS PAID
VACATION PER YEAR, SUBJECT TO THE OTHER TERMS OF THE COMPANY'S STANDARD VACATION
POLICY (SCHEDULE C).
3.5
REIMBURSEMENT OF EXPENSES.
THE COMPANY
SHALL REIMBURSE THE EXECUTIVE FOR ALL REASONABLE TRAVEL (WHICH SHALL BE DEEMED
TO INCLUDE FIRST CLASS AIRFARE), ENTERTAINMENT AND OTHER EXPENSES INCURRED OR
PAID BY THE EXECUTIVE IN CONNECTION WITH, OR RELATED TO, THE PERFORMANCE OF HIS
DUTIES, RESPONSIBILITIES OR SERVICES UNDER THIS AGREEMENT OR IN CONNECTION WITH
EXECUTIVE'S COMMUTING TO AND FROM HIS PERSONAL RESIDENCE IN NEW JERSEY AND THE
COMPANY'S OFFICES, UPON PRESENTATION BY THE EXECUTIVE OF DOCUMENTATION, EXPENSE
STATEMENTS, VOUCHERS AND/OR SUCH OTHER SUPPORTING INFORMATION AS THE COMPANY MAY
REQUEST.
3.6
HOUSING EXPENSES.
THE COMPANY UNDERSTANDS
THAT THE EXECUTIVE INTENDS TO MAINTAIN HIS PRIMARY RESIDENCE OUTSIDE THE
MASSACHUSETTS AREA FOR UP TO EIGHTEEN (18) MONTHS AND THEN INTENDS TO RELOCATE
TO THE MASSACHUSETTS AREA. UNTIL THE EXECUTIVE RELOCATES TO THE MASSACHUSETTS
AREA, THE COMPANY AGREES TO PROVIDE THE EXECUTIVE WITH A HOUSING ALLOWANCE OF
$3,750 PER MONTH, RELATED TO THE RENTAL OR PURCHASE OF A HOME, WITHIN SUITABLE
DISTANCE TO THE COMPANY'S HEADQUARTERS, WHICH PAYMENTS SHALL BE MADE ON A FULLY
TAX GROSSED-UP BASIS.
THE COMPANY ALSO WILL REIMBURSE THE EXECUTIVE FOR
REASONABLE TRAVEL, MEALS AND LODGING EXPENSES INCURRED BY HIM FOR UP TO TWO
TRIPS FOR THE PURPOSE OF SECURING SUCH HOUSE OR APARTMENT WITHIN A SUITABLE
DISTANCE TO THE COMPANY'S HEADQUARTERS.
EXECUTIVE SHALL BE ENTITLED TO
RELOCATION
4
BENEFITS AFFORDED BY THE COMPANY TO OTHER COMPANY EXECUTIVES IF AND WHEN
EXECUTIVE DECIDES TO PERMANENTLY RELOCATE HIS PRIMARY RESIDENCE TO THE
MASSACHUSETTS AREA.
3.7
EXECUTIVE'S LEGAL FEES.
THE COMPANY AGREES
TO PAY THE EXECUTIVE'S REASONABLE LEGAL COSTS AND EXPENSES IN CONNECTION WITH
NEGOTIATING AND DRAFTING THIS AGREEMENT UP TO A MAXIMUM OF $15,000.
3.8
AUTOMOBILE.
THE COMPANY AGREES TO PROVIDE
THE EXECUTIVE WITH AN AUTOMOBILE ALLOWANCE OR A LEASED AUTOMOBILE WITH A RETAIL
VALUE OF UP TO $60,000, WHICH PAYMENTS SHALL BE MADE ON A FULLY TAX GROSSED-UP
BASIS.
IN ADDITION, THE COMPANY AGREES TO PAY ALL INSURANCE, MAINTENANCE, FUEL
AND OTHER CUSTOMARY COSTS ASSOCIATED WITH OPERATING THE AUTOMOBILE.
3.9
WITHHOLDING.
ALL SALARY, BONUS AND OTHER
COMPENSATION PAYABLE TO THE EXECUTIVE SHALL BE SUBJECT TO APPLICABLE WITHHOLDING
TAXES.
4.
EMPLOYMENT TERMINATION.
THE EMPLOYMENT
OF THE EXECUTIVE UNDER THIS AGREEMENT SHALL TERMINATE UPON THE OCCURRENCE OF ANY
OF THE FOLLOWING:
4.1
ON THE EXPIRATION DATE OF THE EMPLOYMENT
PERIOD.
4.2
AT THE ELECTION OF THE COMPANY, FOR CAUSE
(AS DEFINED BELOW), IMMEDIATELY UPON WRITTEN NOTICE BY THE COMPANY TO THE
EXECUTIVE, WHICH NOTICE SHALL IDENTIFY THE CAUSE UPON WHICH TERMINATION IS
BASED.
FOR THE PURPOSES OF THIS SECTION 4.2, CAUSE FOR TERMINATION SHALL MEAN:
(A) THE EXECUTIVE'S WILLFUL AND CONTINUED FAILURE TO SUBSTANTIALLY PERFORM HIS
REASONABLE ASSIGNED DUTIES (OTHER THAN ANY SUCH FAILURE RESULTING FROM
INCAPACITY DUE TO PHYSICAL OR MENTAL ILLNESS OR ANY FAILURE AFTER THE EXECUTIVE
GIVES NOTICE OF TERMINATION FOR GOOD REASON