RESPECT TO THE EMPLOYMENT PERIOD, AND EXECUTIVE
AGREES TO ACCEPT (IN FULL PAYMENT), BASE SALARY AND PERFORMANCE BONUS, ALL AS
MORE FULLY DESCRIBED ON EXHIBIT A (COLLECTIVELY, THE "COMPENSATION").
4.02
OTHER BENEFITS.
EXCEPT AS OTHERWISE PROVIDED
HEREIN, DURING THE EMPLOYMENT PERIOD, EXECUTIVE SHALL BE ELIGIBLE TO RECEIVE
SUCH BENEFITS THAT THE EMPLOYER GENERALLY MAKES AVAILABLE TO EMPLOYER'S SENIOR
EXECUTIVES FROM TIME TO TIME (OTHER THAN THOSE BENEFITS PROVIDED UNDER OR
PURSUANT TO SEPARATELY NEGOTIATED INDIVIDUAL EMPLOYMENT AGREEMENTS OR
ARRANGEMENTS). EXECUTIVE'S BASE SALARY SHALL CONSTITUTE THE COMPENSATION ON THE
BASIS OF
3
WHICH THE AMOUNT OF EXECUTIVE'S BENEFITS UNDER ANY SUCH PLAN OR PROGRAM SHALL BE
FIXED AND DETERMINED.
4.03
EXPENSE REIMBURSEMENT.
EMPLOYER SHALL REIMBURSE EXECUTIVE FOR
ALL BUSINESS EXPENSES REASONABLY INCURRED BY HIM IN THE PERFORMANCE OF HIS
DUTIES UNDER THIS AGREEMENT UPON HIS PRESENTATION, NOT LESS FREQUENTLY THAN
MONTHLY, OF SIGNED, ITEMIZED ACCOUNTS OF SUCH EXPENDITURES ALL IN ACCORDANCE
WITH EMPLOYER'S POLICIES AND PROCEDURES AS ADOPTED AND IN EFFECT FROM TIME TO
TIME AND APPLICABLE TO ITS SENIOR EXECUTIVES.
4.04
VACATIONS.
EXECUTIVE SHALL BE ENTITLED TO THREE WEEKS
VACATION WITH ADDITIONAL VACATION AS APPROVED BY THE CHIEF EXECUTIVE OFFICER,
EACH TWELVE-MONTH PERIOD WORKED, WHICH VACATION WILL ACCRUE RATABLY OVER THE
COURSE OF SUCH TWELVE-MONTH PERIOD, WHICH SHALL BE TAKEN AT SUCH TIME OR TIMES
AS MAY BE APPROVED BY THE CHIEF EXECUTIVE OFFICER AND SHALL NOT UNREASONABLY
INTERFERE WITH EXECUTIVE'S PERFORMANCE OF HIS DUTIES UNDER THIS AGREEMENT.
4.05
OPTIONS.
EXECUTIVE WAS GRANTED STOCK OPTIONS ON
JANUARY 22, 2004 TO PURCHASE 250,000 SHARES OF COMMON STOCK OF THE COMPANY AT AN
EXERCISE PRICE EQUAL TO THE FAIR MARKET VALUE (AS THAT TERM IS DEFINED IN THE
COMPANY'S CURRENT STOCK OPTION PLAN) OF THE COMPANY'S COMMON STOCK AS OF THE
CLOSE OF BUSINESS ON JANUARY 22, 2004 (THE "INITIAL STOCK OPTION") AND PURSUANT
TO THE VESTING SCHEDULE SET FORTH IN THIS SECTION 4.05(A). SUBJECT TO SECTIONS
6.02 AND 8.01 HEREOF, EXECUTIVE SHALL VEST IN THE INITIAL STOCK OPTION GRANTED
HEREIN IN ACCORDANCE WITH THE FOLLOWING SCHEDULE: 50,000 SHARES ON JANUARY 31,
2005 AND 50,000 SHARES ON EACH OF THE NEXT FOUR ANNIVERSARIES THEREOF.
4
SECTION 5
TERMINATION OF EMPLOYMENT PERIOD
5.01.
TERMINATION WITHOUT CAUSE.
AT ANY TIME
DURING THE EMPLOYMENT PERIOD, BY NOTICE TO THE OTHER, EMPLOYER OR EXECUTIVE MAY
TERMINATE EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT WITHOUT CAUSE. SUCH NOTICE
SHALL SPECIFY THE EFFECTIVE DATE OF TERMINATION, WHICH IN THE CASE OF
TERMINATION BY EXECUTIVE SHALL NOT BE LESS THAN THIRTY (30) DAYS AFTER THE DATE
OF SUCH NOTICE.
5.02.
BY EMPLOYER: CAUSE.
AT ANY TIME DURING THE
EMPLOYMENT PERIOD, BY NOTICE TO EXECUTIVE, EMPLOYER MAY TERMINATE EXECUTIVE'S
EMPLOYMENT UNDER THIS AGREEMENT FOR "CAUSE," EFFECTIVE IMMEDIATELY. SUCH NOTICE
SHALL SPECIFY THE CAUSE FOR TERMINATION. FOR THE PURPOSES OF THIS SECTION 5.02,
"CAUSE" MEANS:
(A)
A BREACH BY EXECUTIVE OF ANY OF THE
MATERIAL PROVISIONS OF THIS AGREEMENT THAT EXECUTIVE FAILS TO REMEDY OR CEASE
WITHIN TEN (10) BUSINESS DAYS AFTER NOTICE THEREOF TO EXECUTIVE; OR
(B)
ANY CONDUCT, ACTION