WHICH AMOUNT WILL BE SUBJECT TO INCREASE DURING THE TERM IN
ACCORDANCE WITH COMPANY POLICY.
EXECUTIVE WILL BE PROVIDED AN ANNUAL PHYSICAL
EXAMINATION AND A FINANCIAL/TAX CONSULTANT FOR PERSONAL FINANCIAL AND TAX
PLANNING.
EXECUTIVE WILL BE PROMPTLY REIMBURSED BY THE COMPANY FOR ALL
REASONABLE BUSINESS EXPENSES HE INCURS IN CARRYING OUT HIS DUTIES AND
RESPONSIBILITIES UNDER THIS AGREEMENT.
IF ANY OF THE PERQUISITE AMOUNTS
PROVIDED TO EXECUTIVE PURSUANT TO THIS SUBSECTION (E) ARE SUBJECT TO FEDERAL,
STATE OR LOCAL INCOME TAXES, EXECUTIVE WILL BE PROVIDED AN APPROPRIATE TAX
GROSS-UP ON SUCH AMOUNTS.
(f)
With respect to Executive's relocation to
the Portland, Oregon area, the Company will provide Executive (i) a furnished
townhouse or apartment for three (3) months or until Executive is permanently
relocated, whichever first occurs, including reasonable and customary living
expenses for such period, (ii) one month's Base Salary to take care of
incidental and miscellaneous moving expenses payable upon his relocation to
Portland; (iii) reimbursement for the reasonable expenses for house hunting
trips for Executive and his family, including trips taken to Portland prior to
the Effective Date in connection with contemplating employment with the Company,
(iv) transportation expenses to move Executive and his family to Portland;
(v) reimbursement for the costs of packing, shipping and unpacking Executive's
furniture and personal effects, including storage as appropriate; (vi) with
respect to the purchase of a home in the Portland area, house finding assistance
and upon the purchase of a home, reimbursement of Executive's closing costs;
(vii) if applicable, with respect to the sale of Executive's current residence
in New York City, the Company will provide marketing assistance and, if
necessary, a guaranteed buyout in accordance with the customary terms through
the Company's third-party relocation service provider; and (viii) an appropriate
tax gross-up on any non-tax deductible relocation expenses.
2
3.
CONFIDENTIALITY AND NONCOMPETITION.
(A)
EXECUTIVE ACKNOWLEDGES THAT, PRIOR TO AND
DURING THE TERM OF THIS AGREEMENT, THE COMPANY HAS FURNISHED AND WILL FURNISH TO
EXECUTIVE CONFIDENTIAL INFORMATION WHICH COULD BE USED BY EXECUTIVE ON BEHALF OF
A COMPETITOR OF THE COMPANY TO THE COMPANY'S SUBSTANTIAL DETRIMENT.
MOREOVER,
THE PARTIES RECOGNIZE THAT EXECUTIVE DURING THE COURSE OF HIS EMPLOYMENT WITH
THE COMPANY WILL DEVELOP IMPORTANT RELATIONSHIPS WITH CUSTOMERS AND OTHERS
HAVING VALUABLE BUSINESS RELATIONSHIPS WITH THE COMPANY.
IN VIEW OF THE
FOREGOING, EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE RESTRICTIVE COVENANTS
CONTAINED IN THIS SECTION ARE REASONABLY NECESSARY TO PROTECT THE COMPANY'S
LEGITIMATE BUSINESS INTERESTS AND GOOD WILL.
EXECUTIVE ACKNOWLEDGES THAT AT
LEAST TWO WEEKS PRIOR TO THE EFFECTIVE DATE, HE WAS NOTIFIED IN WRITING THAT HIS
OFFER OF EMPLOYMENT WAS CONDITIONED UPON HIS AGREEMENT TO THE NONCOMPETITION
RESTRICTION IN SUBSECTION (D)(I) BELOW.
(B)
EXECUTIVE AGREES THAT HE SHALL PROTECT THE
COMPANY'S CONFIDENTIAL INFORMATION AND SHALL NOT DISCLOSE TO ANY PERSON, OR
OTHERWISE USE, EXCEPT IN CONNECTION WITH HIS DUTIES PERFORMED IN ACCORDANCE WITH
THIS AGREEMENT OR OTHERWISE FOR THE COMPANY, ANY CONFIDENTIAL INFORMATION AT ANY
TIME, INCLUDING FOLLOWING THE TERMINATION OF HIS EMPLOYMENT WITH THE COMPANY FOR
ANY