ESTABLISHED PURSUANT
TO THE PLAN.
(E)
PAID TIME OFF.
EMPLOYEE SHALL BE ENTITLED TO VACATION AND OTHER
PAID TIME OFF IN ACCORDANCE WITH EMPLOYER'S POLICIES FOR OFFICERS AND
EXECUTIVES, AS THEY MAY BE MODIFIED FROM TIME TO TIME DURING EMPLOYEE'S
EMPLOYMENT HEREUNDER, PROVIDED THAT EMPLOYEE WILL HAVE NO
2
LESS THAN FIFTEEN (15) DAYS OF PAID VACATION DURING EACH YEAR OF THIS AGREEMENT,
SIX (6) DAYS OF PAID SICK LEAVE, AND THREE (3) DAYS OF PERSONAL LEAVE DURING
EACH ONE YEAR TERM ACCRUING BI-WEEKLY.
ADDITIONALLY, EMPLOYER AGREES THAT 10
DAYS OF PAID VACATION SHALL BE DEEMED ACCRUED AS OF THE EFFECTIVE DATE OF THIS
AGREEMENT.
VACATION AND PERSONAL DAYS SHALL BE SCHEDULED IN ADVANCE AND MUST BE
TAKEN AT SUCH TIME OR TIMES AS APPROVED BY THE BOARD.
(F)
GROUP INSURANCE AND OTHER BENEFITS.
EMPLOYEE SHALL BE ENTITLED
TO RECEIVE THE SAME BENEFITS EMPLOYER MAKES GENERALLY AVAILABLE TO THEIR
OFFICERS AND EXECUTIVES, INCLUDING, WITHOUT LIMITATION, PARTICIPATION IN
EMPLOYER'S GROUP HEALTH, LIFE AND DISABILITY PROGRAMS, AND EMPLOYEE'S
ENTITLEMENT TO AND PARTICIPATION IN SUCH BENEFITS PROGRAMS SHALL BE AT THE SAME
RATES WHICH ARE AVAILABLE TO EMPLOYER'S OTHER EXECUTIVES AND OFFICERS.
(G)
SAVINGS PLANS.
EMPLOYEE SHALL BE ENTITLED TO PARTICIPATE IN
EMPLOYER'S 401(K) PLAN, OR OTHER RETIREMENT OR SAVINGS PLANS AS ARE MADE
AVAILABLE TO EMPLOYER'S OTHER EXECUTIVES AND OFFICERS AND ON THE SAME TERMS
WHICH ARE AVAILABLE TO EMPLOYER'S OTHER EXECUTIVES AND OFFICERS.
SECTION 5.
EXPENSES.
EMPLOYER WILL REIMBURSE EMPLOYEE FOR EXPENSES
RELATED TO THE PERFORMANCE OF HIS DUTIES IN ACCORDANCE WITH ITS REIMBURSEMENT
POLICIES FOR EXECUTIVES AND OFFICERS IN EFFECT FROM TIME TO TIME.
SECTION 6.
DEFINED TERMS RELATING TO TERMINATION.
THE FOLLOWING
CAPITALIZED TERMS USED IN THIS AGREEMENT SHALL HAVE THE MEANINGS SET FORTH IN
THIS SECTION 6:
(A)
CHANGE IN CONTROL.
FOR PURPOSES OF THIS AGREEMENT, A "CHANGE IN
CONTROL" SHALL BE DEEMED TO HAVE OCCURRED IF (A) ANY "PERSON" OR "GROUP" (AS
SUCH TERMS ARE USED IN SECTION 13(D) AND 14(D) OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED, (THE "EXCHANGE ACT")) IS OR BECOMES THE "BENEFICIAL OWNER" (AS
DEFINED IN RULE 13D-3 UNDER THE EXCHANGE ACT AS IN EFFECT ON THE DATE HEREOF,
EXCEPT THAT A PERSON SHALL BE DEEMED TO BE THE "BENEFICIAL OWNER" OF ALL SHARES
THAT ANY SUCH PERSON HAS THE RIGHT TO ACQUIRE PURSUANT TO ANY AGREEMENT OR
ARRANGEMENT OR UPON EXERCISE OF CONVERSION RIGHTS, WARRANTS, OPTIONS OR
OTHERWISE, WITHOUT REGARD TO THE SIXTY DAY PERIOD REFERRED TO IN SUCH RULE),
DIRECTLY OR INDIRECTLY, OF SECURITIES REPRESENTING 50% OR MORE OF THE COMBINED
VOTING POWER OF EMPLOYER'S THEN OUTSTANDING SECURITIES; PROVIDED, HOWEVER, THAT
IF THOMAS W. BROWN AND/OR DAVID MANN ACQUIRE, DIRECTLY OR INDIRECTLY, SECURITIES
REPRESENTING 50% OR MORE OF THE COMBINED VOTING POWER OF EMPLOYER'S THEN
OUTSTANDING SECURITIES IT SHALL NOT BE DEEMED A CHANGE IN CONTROL, (B) ANY
PERSON OR GROUP (OTHER THAN THOMAS W. BROWN OR DAVID MANN OR ENTITIES CONTROLLED
BY EITHER) SHALL MAKE A TENDER OFFER OR AN EXCHANGE OFFER FOR 50% OR MORE OF