THE SERVICES,
THE COMPANY SHALL REIMBURSE CONSULTANT FOR SUCH DOCUMENTED EXPENSES.
UPON THE
TERMINATION OF THIS AGREEMENT, AND EXCEPT FOR THE OBLIGATION TO PAY CONSULTING
FEES AND HEALTH INSURANCE BENEFITS IN THE EVENT OF A TERMINATION PURSUANT TO
CLAUSE (D) OF SECTION 2 AS PROVIDED IN SECTION 3(B), THE COMPANY SHALL HAVE NO
OBLIGATION TO PAY CONSULTANT FOR ANY SERVICES OR REIMBURSE ANY EXPENSES OF
CONSULTANT HEREUNDER, EXCEPT FOR THE PAYMENT OF CONSULTING FEES FOR SERVICES
RENDERED OR REASONABLE OUT-OF-POCKET EXPENSES INCURRED THROUGH THE EFFECTIVE
DATE OF SUCH TERMINATION.
(D)
THE PAYMENTS AND CONSULTING FEES PAID
PURSUANT TO THIS AGREEMENT SHALL BE MADE WITHOUT ANY WITHHOLDINGS OR DEDUCTIONS,
INCLUDING WITHOUT LIMITATION, DEDUCTIONS OR WITHHOLDINGS FOR SOCIAL SECURITY,
MEDICARE OR INCOME TAXES, UNLESS OTHERWISE REQUIRED BY LAW.
CONSULTANT WILL BE
RESPONSIBLE FOR AND WILL PAY ANY AND ALL TAXES OWING IN RESPECT OF THE PAYMENTS
AND CONSULTING FEES PAID HEREUNDER AND WILL INDEMNIFY, DEFEND AND HOLD HARMLESS
THE COMPANY AGAINST ALL SUCH TAXES AND WILL COMPLY WITH ALL GOVERNMENTAL
REGULATIONS WITH RESPECT THERETO, INCLUDING THE FILING OF ALL NECESSARY RETURNS
AND REPORTS:
4.
OTHER RIGHTS.
(A)
BEGINNING ON THE EFFECTIVE DATE, COMPANY
AGREES TO PROVIDE HEALTH INSURANCE COVERAGE, ON TERMS NO LESS FAVORABLE THAN ARE
IN EFFECT FOR SENIOR EXECUTIVES OF THE COMPANY, FOR CONSULTANT AND HIS SPOUSE,
IF ANY, DURING THE TERM OF THIS AGREEMENT AND, UNLESS THIS AGREEMENT IS
TERMINATED FOR CAUSE, THEREAFTER UNTIL THE DEATH OF CONSULTANT AND HIS SPOUSE,
IF ANY; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE COMPANY BE RESPONSIBLE FOR
HEALTH INSURANCE COVERAGE IN EXCESS OF WHAT IT PAYS FOR SENIOR EXECUTIVES OF THE
COMPANY GENERALLY PER YEAR.
(B)
DURING THE TERM OF THE AGREEMENT, COMPANY
AGREES TO PROVIDE AN OFFICE AND SUPPORT STAFF IN A MUTUALLY AGREEABLE LOCATION;
PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE COMPANY BE RESPONSIBLE FOR OFFICE,
EQUIPMENT, SUPPLIES, COMPUTER, CELL PHONE AND SUPPORT STAFF COSTS IN EXCESS OF
$100,000 PER YEAR.
IN THE EVENT THAT CONSULTANT'S ASSISTANT PRIOR TO THE DATE
OF THIS AGREEMENT IS STILL EMPLOYED BY THE COMPANY AT SUCH TIME AND IS WILLING
TO ACT IN SUCH CAPACITY, SUCH ASSISTANT SHALL BE AVAILABLE TO CONSULTANT ON A
PRIORITY BASIS FOR THE THREE MONTH PERIOD BEGINNING THE EFFECTIVE DATE, WITH THE
COMPENSATION AND OUT OF POCKET COSTS OF SUCH ASSISTANT DURING SUCH TIME BEING
DEDUCTED FROM THE $100,000 ALLOWANCE PROVIDED IN THE FIRST YEAR OF THIS
AGREEMENT.
3
(C)
THE PARTIES ACKNOWLEDGE THAT IN CONNECTION
WITH THE TERMINATION OF CONSULTANT'S EMPLOYMENT AND IN CONSIDERATION OF
CONSULTANT'S AGREEMENTS HEREUNDER AND OTHER GOOD AND VALUABLE CONSIDERATION, THE
COMPANY HAS AGREED TO, AND HAS PREVIOUSLY APPROVED, EFFECTIVE ON THE REVOCATION
EXPIRATION DATE, (I) THE RETENTION BY CONSULTANT OF 198,189 SHARES OF UNVESTED
RESTRICTED COMPANY CLASS A COMMON STOCK GRANTED TO CONSULTANT PURSUANT TO THE
COMPANY 1998 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED OR THE COMPANY 1998
EXECUTIVE DEFERRED COMPENSATION STOCK AWARD PLAN, AS AMENDED AND RESTATED (WHICH
REPRESENTS ALL SHARES OF OUTSTANDING UNVESTED RESTRICTED COMPANY CLASS A