AND AGREED THAT
EXECUTIVE SHALL BE ENTITLED TO THREE (3) WEEKS VACATION PER YEAR.
DURING SUCH
VACATION PERIODS, EXECUTIVE SHALL NOT BE RELIEVED OF EXECUTIVE'S DUTIES UNDER
THIS AGREEMENT AND THERE WILL BE NO ABATEMENT OR REDUCTION OF EXECUTIVE'S
COMPENSATION HEREUNDER.
4.5
BUSINESS EXPENSES.
THE COMPANY SHALL
PROMPTLY, BUT IN NO EVENT LATER THAN THIRTY DAYS AFTER SUBMISSION OF A CLAIM OF
EXPENDITURE, REIMBURSE EXECUTIVE FOR ALL REASONABLE BUSINESS EXPENSES INCLUDING,
WITHOUT LIMITATION, BUSINESS SEMINAR FEES, PROFESSIONAL ASSOCIATION DUES, BAR
DUES AND OTHER REASONABLE ENTERTAINMENT EXPENSES WHICH HAVE BEEN GIVEN APPROVAL
IN ADVANCE AND ARE INCURRED BY EXECUTIVE IN CONNECTION WITH THE BUSINESS OF THE
COMPANY AND/OR ITS RESPECTIVE SUBSIDIARIES AND AFFILIATES, UPON PRESENTATION TO
THE COMPANY OF WRITTEN RECEIPTS FOR SUCH EXPENSES.
SUCH REIMBURSEMENT SHALL
ALSO INCLUDE, BUT NOT BE LIMITED TO, REIMBURSEMENT FOR ALL REASONABLE TRAVEL
EXPENSES, INCLUDING ALL AIRFARE, HOTEL AND RENTAL CAR EXPENSES, INCURRED BY
EXECUTIVE IN TRAVELING IN CONNECTION WITH THE BUSINESS OF THE COMPANY.
4.6
COMPANY'S OBLIGATIONS.
THE COMPANY SHALL
PROVIDE EXECUTIVE WITH ANY AND ALL NECESSARY OR APPROPRIATE CURRENT FINANCIAL
INFORMATION AND ACCESS TO CURRENT INFORMATION AND RECORDS REGARDING ALL MATERIAL
TRANSACTIONS INVOLVING THE COMPANY AND/OR ITS REPRESENTATIVE SUBSIDIARIES AND
AFFILIATES, INCLUDING BUT NOT LIMITED TO ACQUISITION OF ASSETS, PERSONNEL
CONTRACTS, DISPOSITIONS OF ASSETS, SERVICE AGREEMENTS AND REGISTRATION
STATEMENTS OR OTHER STATE OR FEDERAL FILINGS OR DISCLOSURES, REASONABLY
NECESSARY FOR EXECUTIVE TO CARRY OUT EXECUTIVE'S DUTIES AND RESPONSIBILITIES
HEREUNDER.
IN ADDITION, THE COMPANY AGREES TO PROVIDE EXECUTIVE, AS A CONDITION
TO EXECUTIVE'S SERVICES HEREUNDER, SUCH STAFF, EQUIPMENT AND OFFICE SPACE AS IS
REASONABLY NECESSARY FOR EXECUTIVE TO PERFORM EXECUTIVE'S DUTIES HEREUNDER.
5.
TERMINATION
5.1.
BY THE COMPANY WITHOUT CAUSE.
THE COMPANY MAY
TERMINATE THIS AGREEMENT WITHOUT "CAUSE" (AS HEREINAFTER DEFINED) AT ANY TIME
FOLLOWING THE EFFECTIVE DATE, PROVIDED THAT THE COMPANY FIRST DELIVERS TO
EXECUTIVE THE COMPANY'S WRITTEN ELECTION TO TERMINATE THIS AGREEMENT AT LEAST 90
DAYS PRIOR TO THE EFFECTIVE DATE OF TERMINATION.
4
5.2.
SEVERANCE PAYMENT
(A)
AMOUNT.
IN THE EVENT THE COMPANY
TERMINATES EXECUTIVE'S SERVICES HEREUNDER PURSUANT TO SECTION 5.1, OR EXECUTIVE
TERMINATES HIS EMPLOYMENT HEREUNDER PURSUANT TO SECTION 5.4 OR 5.6, EXECUTIVE
SHALL CONTINUE TO RENDER SERVICES TO THE COMPANY PURSUANT TO THIS AGREEMENT
UNTIL THE DATE OF TERMINATION AND SHALL CONTINUE TO RECEIVE COMPENSATION, AS
PROVIDED HEREUNDER, THROUGH THE TERMINATION DATE.
IN ADDITION TO OTHER
COMPENSATION PAYABLE TO EXECUTIVE FOR SERVICES RENDERED THROUGH THE TERMINATION
DATE, THE COMPANY SHALL PAY EXECUTIVE NO LATER THAN THE DATE OF SUCH
TERMINATION, AS A SINGLE SEVERANCE PAYMENT, AN AMOUNT EQUAL TO THE SUM OF: (I)
THREE TIMES EXECUTIVE'S AVERAGE ANNUAL BASE COMPENSATION, PAID HEREUNDER FOR THE
PRECEDING TWENTY-FOUR MONTH PERIOD (OR, IF EXECUTIVE HAS BEEN EMPLOYED LESS THAN
TWENTY-FOUR MONTHS, THE AVERAGE ANNUAL BASE COMPENSATION FOR THE PERIOD
EMPLOYED) PLUS (II) AN AMOUNT EQUAL TO THREE TIMES EXECUTIVE'S MOST RECENT
ANNUAL BONUS FROM THE COMPANY (COLLECTIVELY, THE "SEVERANCE AMOUNT").
IN
ADDITION TO PAYMENT OF THE SEVERANCE AMOUNT, ANY UNVESTED STOCK OPTIONS OR
RESTRICTED STOCK HELD BY EXECUTIVE SHALL BECOME FULLY