DURING THE EMPLOYMENT PERIOD, THE EMPLOYEE SHALL BE
ENTITLED TO PARTICIPATE IN ALL OF THE EMPLOYEE BENEFIT PLANS OF THE COMPANY IN
EFFECT DURING THE EMPLOYMENT PERIOD WHICH ARE GENERALLY AVAILABLE TO EMPLOYEES
OF THE COMPANY, SUBJECT TO AND ON A BASIS CONSISTENT WITH, THE TERMS, CONDITIONS
AND OVERALL ADMINISTRATION OF SUCH PLANS.
3.3.
VACATION.
DURING THE EMPLOYMENT PERIOD, THE EMPLOYEE SHALL BE
ENTITLED TO TWENTY (20) DAYS OF PAID VACATION EACH YEAR, TO BE GRANTED IN
ACCORDANCE WITH THE COMPANY'S VACATION POLICY IN EFFECT FROM TIME TO TIME.
3.4.
BUSINESS EXPENSES.
DURING THE EMPLOYMENT PERIOD, THE COMPANY
SHALL PROMPTLY REIMBURSE THE EMPLOYEE FOR ALL APPROPRIATELY DOCUMENTED,
REASONABLE OUT-OF-POCKET BUSINESS EXPENSES INCURRED BY THE EMPLOYEE IN THE
PERFORMANCE OF HIS DUTIES UNDER THIS AGREEMENT IN ACCORDANCE WITH COMPANY
POLICIES.
3.5.
TRANSPORTATION ALLOWANCE.
DURING THE EMPLOYMENT PERIOD, THE
EMPLOYEE SHALL RECEIVE FIVE HUNDRED DOLLARS ($500) PER MONTH AS A TRANSPORTATION
ALLOWANCE FROM WHICH THE EMPLOYEE SHALL PAY FOR ALL COSTS AND EXPENSES
ASSOCIATED WITH LOCAL TRANSPORTATION SUCH AS MASS TRANSIT AND DRIVING AN
AUTOMOBILE, INCLUDING, BUT NOT LIMITED TO, THE LEASE OR PURCHASE BY THE EMPLOYEE
OF AN AUTOMOBILE, INSURANCE, REPAIRS, GAS, AND MAINTENANCE.
4.
TERMINATION OF EMPLOYMENT.
4.1.
TERMINATION WITHOUT CAUSE.
THE COMPANY MAY TERMINATE THE
EMPLOYEE'S EMPLOYMENT HEREUNDER WITHOUT CAUSE DURING THE EMPLOYMENT PERIOD IN
ACCORDANCE WITH SECTION 7.
4.2.
TERMINATION FOR CAUSE.
THE COMPANY MAY TERMINATE THE EMPLOYEE'S
EMPLOYMENT HEREUNDER FOR CAUSE IN ACCORDANCE WITH SECTION 7. FOR PURPOSES OF
THIS AGREEMENT, THE COMPANY SHALL HAVE "CAUSE" TO TERMINATE THE EMPLOYEE'S
EMPLOYMENT HEREUNDER IF SUCH TERMINATION SHALL BE THE RESULT OF:
(I)
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH
THE EMPLOYEE'S PERFORMANCE OF MATERIAL DUTIES HEREUNDER;
(II)
A DEFAULT IN THE PERFORMANCE OF HIS MATERIAL DUTIES HEREUNDER
THE WILLFUL FAILURE OR WILLFUL NONFEASANCE BY THE EMPLOYEE TO SUBSTANTIALLY
PERFORM HIS DUTIES HEREUNDER; PROVIDED THAT WITH RESPECT TO THIS CLAUSE (II),
THE COMPANY MUST FIRST NOTIFY THE EMPLOYEE, IN WRITING, STATING WITH REASONABLE
SPECIFICITY, THE GROUNDS FOR CAUSE AND, IF CURABLE, ALLOW THE EMPLOYEE FIFTEEN
(15) DAYS AFTER THE DATE OF THE COMPANY'S NOTICE TO FULLY CURE;
2
(III)
WILLFUL CONDUCT IN BAD FAITH AGAINST THE BEST INTERESTS OF THE
COMPANY OR ANY OF ITS AFFILIATES, WHICH CONDUCT HAS A MATERIAL AND ADVERSE
IMPACT TO THE COMPANY OR ANY OF ITS AFFILIATES;
(IV)
A CONVICTION WITH RESPECT TO A CHARGE OF COMMISSION OF A FELONY
OR A CRIME OF MORAL TURPITUDE (BUT SPECIFICALLY EXCLUDING DUI OR DWI); OR
(V)
THE COMMISSION OF A MATERIAL ACT OF EMBEZZLEMENT OR CONVERSION
OF FUNDS OF THE COMPANY OR ITS AFFILIATES.
4.3.
GOOD REASON.
THE EMPLOYEE MAY VOLUNTARILY TERMINATE HIS
EMPLOYMENT HEREUNDER FOR ANY REASON, INCLUDING GOOD REASON IN ACCORDANCE WITH
SECTION 7.
FOR PURPOSES OF THIS AGREEMENT, "GOOD REASON" SHALL MEAN:
(I)
A MATERIAL BREACH OF THIS AGREEMENT BY THE COMPANY;
(II)
A MATERIAL ADVERSE CHANGE TO THE EMPLOYEE'S POWERS,
AUTHORITIES, AND RESPONSIBILITIES WITHOUT HIS CONSENT;
(III)
A CHANGE IN CONTROL OF THE COMPANY (AS DEFINED BELOW); OR
(IV)
THE