PAYMENT OF $420,000, PAYABLE IN MONTHLY
INSTALLMENTS OVER A PERIOD OF TWELVE MONTHS THEREAFTER; PROVIDED, HOWEVER, THAT
THE AGGREGATE AMOUNT PAYABLE HEREUNDER AND THE NUMBER OF MONTHS OF PAYMENT SHALL
BE REDUCED TO THE EXTENT OF EARLY PAYMENTS, IF ANY, UNDER SECTION 3(A).
(G)
ADDITIONAL BENEFITS.
THE COMPANY WILL
PAY OR REIMBURSE THE EXECUTIVE FOR HIS REASONABLE LEGAL AND OTHER OUT-OF-POCKET
COSTS AND EXPENSES RELATED TO THE TRANSITION OF VRP AND THE PROFESSIONAL
CORPORATIONS CONTEMPLATED BY SECTION 3. IN ADDITION, THE COMPANY WILL PAY OR
REIMBURSE THE EXECUTIVE FOR HIS REASONABLE LEGAL EXPENSES RELATED TO THE
NEGOTIATION OF THIS AGREEMENT, UP TO A MAXIMUM OF $15,000.
THE COMPANY WILL
ASSIGN TO THE EXECUTIVE THE TWO TERM LIFE INSURANCE POLICIES THAT THE COMPANY
CURRENTLY OWNS ON THE LIFE OF THE EXECUTIVE, AT NO COST TO THE EXECUTIVE.
(H)
STATUS; AUTHORITY. THE PARTIES
ACKNOWLEDGE AND AGREE THAT DURING THE TERM OF HIS SERVICE AS CHAIRMAN, THE
EXECUTIVE SHALL NOT BE AN EMPLOYEE OF THE COMPANY AND THAT THE EXECUTIVE'S
STATUS HEREUNDER IS THAT OF AN INDEPENDENT CONTRACTOR PROVIDING SERVICES TO THE
COMPANY.
THE EXECUTIVE NEITHER EXPECTS NOR DESIRES THAT THE COMPANY:
(I) WITHHOLD FROM ANY FEES DUE AND PAYABLE TO HIM ANY TAXES (STATE, FEDERAL,
INCOME, SOCIAL SECURITY OR OTHERWISE); (II) PAY WITH RESPECT TO THE EXECUTIVE
ANY FEES OR TAXES FOR WORKERS' COMPENSATION OR UNEMPLOYMENT COMPENSATION; OR
(III) PROVIDE THE EXECUTIVE WITH ANY OTHER BENEFITS CUSTOMARILY PROVIDED TO
EMPLOYEES.
THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT IT IS HIS RESPONSIBILITY
TO MAKE ALL ESTIMATED AND OTHER NECESSARY FEDERAL AND STATE TAX PAYMENTS ARISING
FROM COMPENSATION RECEIVED BY THE EXECUTIVE PURSUANT TO THIS SECTION 4.
5.
INDEMNIFICATION AND TAX MATTERS.
(A)
INDEMNIFICATION.
SUBJECT TO THE
EXECUTIVE'S CONTINUED PERFORMANCE OF ALL OF HIS OBLIGATIONS UNDER SECTION 3 OF
THIS AGREEMENT, THE COMPANY WILL INDEMNIFY, DEFEND, AND HOLD THE EXECUTIVE
HARMLESS FROM AND AGAINST ALL CLAIMS, JUDGMENTS, EXPENSES, AND LIABILITIES OF
ANY KIND (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR RELATING TO
THE FOLLOWING:
(1)
ANY VALID ACTIONS OR INACTIONS PERFORMED IN
GOOD FAITH AS AN EQUITY OWNER, OFFICER, DIRECTOR, OR MANAGING MEMBER, AS
APPLICABLE, OF VRP OR THE PROFESSIONAL CORPORATIONS UNTIL THE TRANSFER OF THE
EXECUTIVE'S EQUITY INTERESTS IN SUCH ENTITIES IN ACCORDANCE WITH SECTION 3; AND
(2)
ANY TAX LIABILITY (INCLUDING, WITHOUT
LIMITATION, INCOME AND CAPITAL GAINS TAXES) AND PENALTIES AND INTEREST WITH
RESPECT THERETO, RESULTING FROM (I) THE TRANSFER OF THE EXECUTIVE'S EQUITY
INTERESTS IN VRP OR THE PROFESSIONAL CORPORATIONS TO THE COMPANY OR A DESIGNEE
OF THE COMPANY, (II) THE CONVERSION OF
9
VRP OR THE PROFESSIONAL CORPORATIONS FROM A PASS-THROUGH TAX ENTITY TO A
CORPORATE ENTITY, (III) THE LIQUIDATION OR DISSOLUTION OF VRP OR THE
PROFESSIONAL CORPORATIONS, OR (IV) ANY AUDITS OR ADJUSTMENTS TO THE TAX RETURNS
PREVIOUSLY FILED BY OR WITH RESPECT TO VRP OR THE PROFESSIONAL CORPORATIONS.
(B)
TAX GROSS-UP.
TO THE EXTENT THE
EXECUTIVE INCURS A TAX LIABILITY (INCLUDING FEDERAL, STATE AND LOCAL TAXES) IN
CONNECTION WITH THE COMPANY'S PAYMENT OF AN INDEMNIFICATION OBLIGATION PURSUANT