AMOUNT OF EXPENSES
ELIGIBLE FOR REIMBURSEMENT, OR IN-KIND BENEFITS, PROVIDED DURING ANY TAXABLE
YEAR SHALL NOT AFFECT THE EXPENSES ELIGIBLE FOR REIMBURSEMENT, OR IN-KIND
BENEFITS TO BE PROVIDED, IN ANY OTHER TAXABLE YEAR, PROVIDED THAT THE FOREGOING
CLAUSE (II) SHALL NOT BE VIOLATED WITHOUT REGARD TO EXPENSES REIMBURSED UNDER
ANY ARRANGEMENT COVERED BY INTERNAL REVENUE CODE SECTION 105(B) SOLELY BECAUSE
SUCH EXPENSES ARE SUBJECT TO A LIMIT RELATED TO THE PERIOD THE ARRANGEMENT IS IN
EFFECT AND (III) SUCH PAYMENTS SHALL BE MADE ON OR BEFORE THE LAST DAY OF
EXECUTIVE'S TAXABLE YEAR FOLLOWING THE TAXABLE YEAR IN WHICH THE EXPENSE
OCCURRED.
(D)
FOR PURPOSES OF CODE SECTION 409A, THE EXECUTIVE'S RIGHT TO RECEIVE
ANY INSTALLMENT PAYMENTS PURSUANT TO THIS AGREEMENT SHALL BE TREATED AS A RIGHT
TO RECEIVE A SERIES OF SEPARATE AND DISTINCT PAYMENTS.
WHENEVER A PAYMENT UNDER
THIS AGREEMENT SPECIFIES A PAYMENT PERIOD WITH REFERENCE TO A NUMBER OF DAYS
(E.G., "WITHIN SIXTY (60) DAYS FOLLOWING THE DATE OF TERMINATION"), THE ACTUAL
DATE OF PAYMENT WITHIN THE SPECIFIED PERIOD SHALL BE WITHIN THE SOLE DISCRETION
OF THE COMPANY."
5.
RELOCATION.
EXECUTIVE SHALL BE REQUIRED TO RELOCATE AND WORK OUT OF
THE COMPANY'S OFFICES IN WEST PALM BEACH, FLORIDA. EXECUTIVE AGREES THAT SUCH
RELOCATION SHALL NOT CONSTITUTE A GOOD REASON TERMINATION PURSUANT TO SECTION
5(C)(IV) OF THE AGREEMENT AND EXECUTIVE WAIVES ANY CLAIMS THAT SUCH RELOCATION
CONSTITUTES A GOOD REASON TERMINATION.
6.
GOOD REASON.
THE LOCATION "SANTA MONICA, CALIFORNIA" SHALL BE
REMOVED FROM SECTION 5(C)(IV) OF THE AGREEMENT AND SHALL BE REPLACED WITH "WEST
PALM BEACH, FLORIDA".
2
7.
RELOCATION BONUS.
IN RECOGNITION OF EXECUTIVE'S REDUCTION IN SALARY
AND RELOCATION TO FLORIDA, THE COMPANY SHALL PAY TO EXECUTIVE A LUMP SUM
RELOCATION BONUS IN THE AMOUNT OF $172,456.37, LESS APPLICABLE WITHHOLDINGS AND
DEDUCTIONS (THE "RELOCATION BONUS").
THE RELOCATION BONUS SHALL BE FULLY PAID
WITHIN TEN (10) DAYS OF THE EXECUTION OF THIS AMENDMENT.
SHOULD EXECUTIVE
RECEIVE A BONUS PURSUANT TO SECTION 3(B) OF THE AGREEMENT BETWEEN THE DATE THIS
AMENDMENT IS EXECUTED AND SEPTEMBER 2014, THE COMPANY MAY REDUCE EACH BONUS IN
AN AMOUNT UP TO ONE HALF OF THE RELOCATION BONUS UNTIL THE TOTAL AMOUNT OF ALL
SUCH REDUCTIONS IN THE AGGREGATE IS EQUAL TO ONE HALF OF THE RELOCATION BONUS.
SHOULD EXECUTIVE VOLUNTARILY RESIGN FROM HIS EMPLOYMENT WITH THE COMPANY WITHOUT
GOOD REASON PRIOR TO SEPTEMBER 30, 2013, EXECUTIVE SHALL PAY $61,000.00 TO THE
COMPANY WITHIN TEN (10) DAYS OF THE RESIGNATION DATE.
ANY BONUS RECEIVED
PURSUANT TO SECTION 3(B) OF THE AGREEMENT SHALL BE PAID NO LATER THAN 2 1⁄2 MONTHS
AFTER THE CLOSE OF THE CALENDAR YEAR FOLLOWING THE FISCAL YEAR WITH RESPECT TO
WHICH THE BONUS WAS AWARDED.
8.
COVENANTS.
SECTION 8(B) OF THE AGREEMENT SHALL BE DELETED IN ITS
ENTIRETY.
SECTION 8(D) OF THE AGREEMENT SHALL BE DELETED AND SHALL BE REPLACED
WITH THE FOLLOWING: "SOLICIT OR ACCEPT BUSINESS FROM ANY CUSTOMERS (AS DEFINED
BELOW) OF THE COMPANY OR ENCOURAGE ANY SUCH CUSTOMER TO TERMINATE OR REDUCE ITS
RELATIONSHIP WITH THE