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 DURING THE ONE YEAR PERIOD BEGINNING ON THIS COMMENCEMENT DATE 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. ALL
REIMBURSEMENT PAYMENTS MADE PURSUANT TO THIS SECTION 3.5 SHALL BE MADE ON A
FULLY TAX GROSSED-UP BASIS.
3.6
HOUSING EXPENSES. THE COMPANY UNDERSTANDS THAT THE EXECUTIVE
INTENDS TO MAINTAIN HIS PRIMARY RESIDENCE OUTSIDE THE MASSACHUSETTS AREA FOR UP
TO TWELVE (12) MONTHS AND THEN INTENDS TO RELOCATE TO THE MASSACHUSETTS AREA.
UNTIL THE THIRD ANNIVERSARY OF THE COMMENCEMENT DATE, THE COMPANY AGREES TO
PROVIDE THE EXECUTIVE WITH A HOUSING ALLOWANCE OF $3,750 PER MONTH, WHICH
PAYMENTS SHALL BE INCREASED 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
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 INCREASED 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