ACCORDANCE WITH THE ELIGIBILITY
REQUIREMENTS FOR PARTICIPATION THEREIN.
NOTHING HEREIN SHALL BE CONSTRUED SO AS
TO PREVENT THE COMPANY FROM MODIFYING OR TERMINATING ANY EMPLOYEE BENEFIT PLANS
OR PROGRAMS, OR EMPLOYEE FRINGE BENEFITS, IT MAY ADOPT FROM TIME TO TIME.
NOTWITHSTANDING THE FOREGOING, TO THE EXTENT THAT THE HEALTH BENEFITS PROVIDED
TO THE EMPLOYEE BY THE COMPANY HEREUNDER ARE NOT ECONOMICALLY EQUIVALENT TO
THOSE PROVIDED TO EMPLOYEE BY HIS FORMER EMPLOYER IMMEDIATELY PRIOR TO THE DATE
HEREOF (AS A RESULT OF NEW OR INCREASED CO-PAY ARRANGEMENTS, INCREASED
DEDUCTIBLES, OR THE LIKE), THE COMPANY SHALL MAKE A MONTHLY CASH PAYMENT TO
EMPLOYEE TO COMPENSATE HIM FOR ANY REDUCTION IN SUCH BENEFITS, PROVIDED,
HOWEVER, THAT THE TOTAL OF ALL SUCH MONTHLY CASH PAYMENTS SHALL NOT EXCEED
$10,000 PER YEAR.
(D)
VACATION.
EMPLOYEE SHALL BE ENTITLED TO THE NORMAL AND CUSTOMARY AMOUNT
OF PAID VACATION PROVIDED TO THE COMPANY'S SENIOR EXECUTIVE OFFICERS, BUT IN NO
EVENT LESS THAN FOUR (4) WEEKS ANNUALLY, BEGINNING ON THE COMMENCEMENT DATE.
IN
ADDITION, EMPLOYEE SHALL BE ENTITLED TO THE SAME SICK LEAVE AND HOLIDAYS
PROVIDED TO OTHER SENIOR EXECUTIVE OFFICERS OF THE COMPANY.
(E)
EXPENSES.
THE COMPANY SHALL PROMPTLY REIMBURSE EMPLOYEE FOR ALL
REASONABLE BUSINESS EXPENSES UPON THE PRESENTATION OF REASONABLY ITEMIZED
STATEMENTS OF SUCH EXPENSES IN ACCORDANCE WITH THE COMPANY'S POLICIES AND
PROCEDURES NOW IN FORCE OR AS SUCH POLICIES AND PROCEDURES MAY BE MODIFIED WITH
RESPECT TO ALL SENIOR EXECUTIVE OFFICERS OF THE COMPANY.
(F)
AUTOMOBILE.
THE COMPANY SHALL PAY EMPLOYEE A CAR ALLOWANCE EQUAL TO
$1875 PER MONTH.
(G)
RESTRICTED STOCK AGREEMENT.
ON THE COMMENCEMENT DATE, THE EMPLOYEE WILL
BE GRANTED A NUMBER OF SHARES OF RESTRICTED STOCK (THE "RESTRICTED SHARES")
PURSUANT TO THE TERMS OF THE COMPANY'S 2002 PLAN AND A RESTRICTED STOCK
AGREEMENT IN THE FORM OF EXHIBIT B HERETO EQUAL TO THE RESULT OF DIVIDING
$1,000,000 BY THE FAIR MARKET VALUE OF ONE SHARE OF STOCK ON THE COMMENCEMENT
DATE.
SUCH RESTRICTED SHARES SHALL VEST IN EQUAL ANNUAL INSTALLMENTS OVER A
FOUR (4) YEAR PERIOD COMMENCING ON THE COMMENCEMENT DATE AND SHALL EARLIER VEST
IF THE EMPLOYEE'S EMPLOYMENT IS TERMINATED PURSUANT TO SECTIONS 6(B), 6(C), 6(E)
OR 6(F).
NOTWITHSTANDING THE FOREGOING, SUCH RESTRICTED SHARES SHALL BECOME
FULLY VESTED UPON A SALE.
6.
TERMINATION.
EMPLOYEE'S EMPLOYMENT HEREUNDER SHALL BE TERMINATED
UPON THE EARLIEST OF:
(A)
EXPIRATION.
THE EXPIRATION OF THE EMPLOYMENT PERIOD.
(B)
DEATH.
THE DEATH OF EMPLOYEE.
3
(C)
DISABILITY.
IF, EMPLOYEE SHALL BE DISABLED FOR A PERIOD OF SIX (6)
CONSECUTIVE MONTHS AND WITHIN THIRTY (30) DAYS AFTER WRITTEN NOTICE OF
TERMINATION IS GIVEN BY THE COMPANY AFTER SUCH SIX (6) MONTH PERIOD, EMPLOYEE
SHALL NOT HAVE RETURNED TO THE SUBSTANTIAL PERFORMANCE OF HIS DUTIES ON A
FULL-TIME BASIS, THE COMPANY SHALL HAVE THE RIGHT TO TERMINATE EMPLOYEE'S
EMPLOYMENT HEREUNDER FOR "DISABILITY".
FOR PURPOSES OF THIS AGREEMENT,
"DISABILITY" OR "DISABLED" SHALL MEAN "TOTAL DISABILITY" OR "TOTALLY DISABLED"
OR SUCH SIMILAR TERM AS MAY BE DEFINED IN THE COMPANY'S LONG TERM DISABILITY
PLAN; PROVIDED, THAT, IF NO SUCH PLAN EXISTS,