COMPANY SHALL PAY THE EXECUTIVE
FOR ACCRUED VACATION TIME UNUSED AS OF THE LAST DATE OF EMPLOYMENT, ON A PRO
RATED BASIS CALCULATED ON THE BASIS OF THE EXECUTIVE'S SALARY IN EFFECT ON THE
TERMINATION DATE.
THE EXECUTIVE SHALL ALSO BE ENTITLED TO RECEIVE A CAR
ALLOWANCE OF $700 PER MONTH (INCLUSIVE OF THE COST OF GAS, TOLLS, REPAIRS,
INSURANCE, MAINTENANCE AND OTHER CAR RELATED EXPENSES).
THE PARTIES ANTICIPATE
THE EXECUTIVE WILL RELOCATE HIS PERSONAL RESIDENCE IN CONNECTION WITH HIS
EMPLOYMENT HEREUNDER, AND THE COMPANY SHALL REIMBURSE THE EXECUTIVE FOR ALL
REASONABLE EXPENSES SPECIFICALLY RELATED TO SUCH RELOCATION, SUBJECT TO A
MAXIMUM AMOUNT OF $100,000, UPON THE SUBMISSION OF SUPPORTING DOCUMENTATION FOR
SUCH EXPENSES. TO THE EXTENT INCLUDIBLE IN INCOME, THE REIMBURSEMENT OF THESE
RELOCATION EXPENSES WILL BE GROSSED-UP TO
2
ELIMINATE ANY FEDERAL OR STATE TAX CONSEQUENCE TO THE EXECUTIVE OF HIS
RELOCATION. UNTIL SUCH TIME AS THE EXECUTIVE RELOCATES HIS PERSONAL RESIDENCE
AND IN NO EVENT LONGER THAN TWO YEARS FROM THE DATE HEREOF, THE COMPANY SHALL
PROVIDE THE EXECUTIVE WITH A CORPORATE APARTMENT FOR USE IN CONNECTION WITH HIS
EMPLOYMENT HEREUNDER.
(C)
STOCK OPTIONS. AS ADDITIONAL COMPENSATION HEREUNDER THE EXECUTIVE
SHALL BE GRANTED STOCK OPTIONS TO PURCHASE UP TO 112,500 SHARES OF THE COMPANY'S
COMMON STOCK, PAR VALUE $.001 PER SHARE (THE "COMMON STOCK") AT AN EXERCISE
PRICE EQUAL TO THE FAIR MARKET VALUE OF THE COMMON STOCK ON THE DATE OF THE
GRANT, PURSUANT TO ANY STOCK OPTION PLAN OR OTHER EQUITY INCENTIVE PLAN OF THE
COMPANY (COLLECTIVELY, THE "PLANS").
SUCH OPTIONS WILL VEST AS TO 37,500 SHARES
ON EACH ANNIVERSARY OF THE DATE OF GRANT, PROVIDED THAT THE EXECUTIVE REMAINS
EMPLOYED BY THE COMPANY THROUGH EACH SUCH APPLICABLE ANNIVERSARY DATE.
THE
OPTIONS AND ANY SHARES OF COMMON STOCK UNDERLYING OPTIONS MAY BE SUBJECT TO
CERTAIN RESTRICTIONS AS DISCLOSED IN THE
PLANS.
THE EXECUTIVE SHALL BE
ELIGIBLE TO RECEIVE SUBSEQUENT GRANTS OF OPTIONS TO PURCHASE EQUITY IN THE
COMPANY DURING THE EMPLOYMENT TERM AS DETERMINED, FROM TIME TO TIME, IN THE SOLE
DISCRETION OF THE BOARD OR THE COMPENSATION COMMITTEE IN CONSULTATION WITH THE
CHIEF EXECUTIVE OFFICER.
IN ADDITION, THE OPTION TO PURCHASE 25,000 SHARES OF
COMMON STOCK GRANTED TO THE EXECUTIVE ON FEBRUARY 19, 2003 AND THE OPTION TO
PURCHASE 5,000 SHARES OF COMMON STOCK GRANTED TO THE EXECUTIVE ON JANUARY 7,
2005 SHALL REMAIN OUTSTANDING DURING THE EMPLOYMENT TERM (BUT IN NO EVENT BEYOND
THE EXPIRATION OF STATED TERMS THEREOF) AND SHALL CONTINUE TO VEST IN ACCORDANCE
WITH THEIR TERMS DURING THE EXECUTIVE'S PERIOD OF EMPLOYMENT HEREUNDER.
(D)
EXPENSES. THE COMPANY WILL PAY OR PROMPTLY REIMBURSE THE EXECUTIVE
FOR ALL REASONABLE OUT-OF-POCKET BUSINESS, ENTERTAINMENT AND TRAVEL EXPENSES
(OTHER THAN COMMUTATION EXPENSES RELATING TO THE EXECUTIVE'S TRAVEL FROM HIS
RESIDENCE TO THE COMPANY'S HEADQUARTERS LOCATED AT 2 APPLEGATE DRIVE,
ROBBINSVILLE, NJ 08691) INCURRED BY THE EXECUTIVE AND APPROVED BY THE CHIEF
EXECUTIVE OFFICER IN THE PERFORMANCE OF HIS DUTIES HEREUNDER UPON PRESENTATION
OF APPROPRIATE SUPPORTING DOCUMENTATION AND OTHERWISE IN ACCORDANCE WITH THE
EXPENSE REIMBURSEMENT