COMPENSATION APPROVED BY THE COMPENSATION
COMMITTEE OF THE BOARD (THE "COMMITTEE").
(C)
FRINGE BENEFITS.
DURING THE TERM, THE
COMPANY SHALL ALSO MAKE AVAILABLE TO EXECUTIVE SUCH BENEFITS AND PERQUISITES AS
ARE GENERALLY PROVIDED BY THE COMPANY TO ITS EXECUTIVES AT EXECUTIVE'S LEVEL OF
RESPONSIBILITY, PROVIDED, HOWEVER, THAT NOTHING HEREIN CONTAINED SHALL BE DEEMED
TO REQUIRE THE COMPANY TO ADOPT, MAINTAIN OR CONTINUE IN EFFECT ANY PARTICULAR
PLAN OR POLICY.
EXECUTIVE SHALL FURTHER BE ENTITLED TO PAID VACATION, HOLIDAYS,
PERSONAL DAYS AND SICK DAYS IN ACCORDANCE WITH THE COMPANY'S STANDARD POLICIES
AND PROCEDURES IN EFFECT FROM TIME TO TIME; PROVIDED, HOWEVER, EXECUTIVE SHALL
BE ENTITLED TO NOT LESS THAN FOUR WEEKS OF VACATION PER YEAR.
(D)
EXPENSES.
DURING THE TERM, THE COMPANY
SHALL REIMBURSE EXECUTIVE IN ACCORDANCE WITH APPLICABLE COMPANY POLICY IN EFFECT
FROM TIME TO TIME, FOR NORMAL, REASONABLE AND APPROVED OUT-OF-POCKET BUSINESS
EXPENSES INCURRED BY EXECUTIVE IN CONNECTION WITH THE PERFORMANCE OF HIS DUTIES
AND RESPONSIBILITIES HEREUNDER; PROVIDED THAT EXECUTIVE SUBMITS DOCUMENTATION
REASONABLY REQUIRED BY COMPANY EXPENSE REIMBURSEMENT POLICIES AND PROCEDURES IN
EFFECT AND AS AMENDED FROM TIME TO TIME.
THE COMPANY SHALL ALSO REIMBURSE
EXECUTIVE FOR SUCH ANNUAL EXPENSES AND MEMBERSHIP COSTS, CONSISTENT WITH PAST
PRACTICE, INCURRED BY EXECUTIVE FOR THE PURPOSE OF ATTENDING CONTINUING LEGAL
EDUCATION PROGRAMS AND OTHERWISE MAINTAINING GOOD STANDING IN THE NEW YORK STATE
BAR.
(E)
WITHHOLDING.
ALL AMOUNTS OF COMPENSATION
PAYABLE TO EXECUTIVE HEREUNDER SHALL BE SUBJECT TO, AND PAID AFTER REDUCTION
FOR, ANY AND ALL REQUIRED DEDUCTIONS OR WITHHOLDINGS FOR FEDERAL, STATE, LOCAL
AND FOREIGN INCOME TAX WITHHOLDING, SOCIAL SECURITY, MEDICARE, UNEMPLOYMENT OR
OTHER SIMILAR GOVERNMENT BENEFIT OR INSURANCE CONTRIBUTIONS, AND ANY OTHER
DEDUCTIONS OR WITHHOLDINGS REQUIRED BY LAW OR AUTHORIZED BY EXECUTIVE.
(F)
STAY BONUS.
WITHIN 10 DAYS AFTER THE
OCCURRENCE OF A CHANGE IN CONTROL, THE COMPANY WILL PAY EXECUTIVE A LUMP SUM
CASH PAYMENT OF $1,000,000 (THE "STAY BONUS").
IF EXECUTIVE VOLUNTARILY
TERMINATES HIS EMPLOYMENT DURING THE SIX (6) MONTH TRANSITION PERIOD FOLLOWING
THE CHANGE IN CONTROL FOR ANY REASON OTHER THAN DUE TO THE ASSIGNMENT OF DUTIES
MATERIALLY INCONSISTENT WITH EXECUTIVE'S DUTIES AND RESPONSIBILITIES WITH THE
COMPANY IMMEDIATELY PRIOR TO THE CHANGE IN CONTROL ("INCONSISTENT DUTIES"),
EXECUTIVE SHALL BE REQUIRED TO REPAY THE STAY BONUS.
IT IS UNDERSTOOD AND
AGREED THAT REQUESTING EXECUTIVE TO TRANSITION MATTERS FOR WHICH HE IS
RESPONSIBLE PRIOR TO THE CHANGE IN CONTROL SHALL NOT BE CONSIDERED TO BE
INCONSISTENT DUTIES HEREUNDER.
4.
SPECIAL COVENANTS.
(A)
NONDISCLOSURE OF CONFIDENTIAL AND
PROPRIETARY INFORMATION.
(I)
EXECUTIVE ACKNOWLEDGES THAT BEFORE AND
DURING THE TERM, EXECUTIVE HAS HAD AND WILL HAVE ACCESS TO AND POSSESSION OF
TRADE SECRETS, CONFIDENTIAL INFORMATION AND/OR PROPRIETARY INFORMATION
(COLLECTIVELY, AND AS DEFINED MORE EXTENSIVELY BELOW, "CONFIDENTIAL
INFORMATION") OF THE COMPANY AND ITS RELATED ENTITIES AND THEIR RESPECTIVE
CLIENTS.
EXECUTIVE RECOGNIZES AND
3
ACKNOWLEDGES THAT THIS CONFIDENTIAL INFORMATION IS VALUABLE, SPECIAL AND UNIQUE
TO THE BUSINESS OF THE COMPANY AND EACH RELATED ENTITY, AND THAT ACCESS TO AND
KNOWLEDGE THEREOF ARE ESSENTIAL TO THE PERFORMANCE OF EXECUTIVE'S DUTIES TO THE
COMPANY AND TO