MANAGEMENT TEAM (OR PROVIDE THEM WITH ANOTHER
VEHICLE THAT WILL DELIVER EQUIVALENT VALUE).
THE VALUATION, STRIKE PRICE AND
OTHER TERMS OF THESE EQUITY AWARDS SHALL BE CALCULATED AS DESCRIBED IN PARAGRAPH
3(C).
5.
YOU WILL HAVE ACCESS TO WALTER'S
CORPORATE AIRCRAFT FOR YOUR BUSINESS TRAVEL, OR IN THE EVENT WALTER'S AIRCRAFT
IS NOT AVAILABLE, YOU MAY USE LEASED OR CHARTERED AIRCRAFT. YOU WILL NOT USE ANY
COMPANY-OWNED, LEASED OR CHARTERED AIRCRAFT FOR PERSONAL TRAVEL AT COMPANY
EXPENSE, EXCEPT IN THE CASE OF A FAMILY EMERGENCY AND WITH THE PRIOR APPROVAL OF
THE CHAIRMAN OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEE OF THE BOARD, OR
IN THE EVENT OF HIS UNAVAILABILITY, THE CHAIRMAN OF THE CORPORATE GOVERNANCE
COMMITTEE. YOU WILL NOT BE REQUIRED TO REIMBURSE THE COST OF ANY SUCH
PRE-APPROVED EMERGENCY TRAVEL TO WALTER, BUT THE VALUE OF SUCH TRAVEL WILL BE
TAXABLE TO YOU IN ACCORDANCE WITH APPLICABLE IRS REGULATIONS.
YOU SHALL NOT
PILOT COMPANY AIRCRAFT OR LEASED OR CHARTERED AIRCRAFT USED FOR COMPANY
BUSINESS.
6.
IN THE EVENT OF YOUR INVOLUNTARY
TERMINATION OR YOUR RESIGNATION FOLLOWING A SIGNIFICANT DIMINUTION IN PAY OR
RESPONSIBILITIES, YOU WILL BE ENTITLED TO BE PAID FOR YOUR SERVICES TO THE DATE
OF TERMINATION AND FOR ANY UNUSED VACATION DAYS.
7.
YOU AGREE THAT ALL INVENTIONS,
IMPROVEMENTS, TRADE SECRETS, REPORTS, MANUALS, COMPUTER PROGRAMS, SYSTEMS, TAPES
AND OTHER IDEAS AND MATERIALS DEVELOPED OR INVENTED BY YOU DURING THE PERIOD OF
YOUR EMPLOYMENT WITH WALTER INDUSTRIES, EITHER SOLELY OR IN COLLABORATION WITH
OTHERS, WHICH RELATE TO THE ACTUAL OR ANTICIPATED BUSINESS OR RESEARCH OF
WALTER, RESULT FROM OR ARE SUGGESTED BY ANY WORK YOU MAY DO FOR WALTER, OR WHICH
RESULT FROM USE OF WALTER'S PREMISES OR WALTER'S OR ITS CUSTOMERS' PROPERTY
(COLLECTIVELY, THE "DEVELOPMENTS") SHALL BE THE SOLE AND EXCLUSIVE PROPERTY OF
WALTER.
You hereby assign to Walter your entire right and interest in any such
Development, and will hereafter execute any documents in connection therewith
that Walter may reasonably request. This section does not apply to any
inventions that you made prior to your employment by Walter, or to any
inventions that you develop entirely on your own time without using any of
Walter's equipment, supplies, facilities or Walter's or its customers'
confidential information and which do not relate to Walter's business,
anticipated research and development, the work you have performed for Walter.
8.
AS AN INDUCEMENT TO WALTER INDUSTRIES
TO MAKE THIS OFFER TO YOU, YOU REPRESENT AND WARRANT THAT YOU ARE NOT A PARTY TO
ANY AGREEMENT OR OBLIGATION FOR PERSONAL SERVICES, AND THAT THERE EXISTS NO
IMPEDIMENT OR RESTRAINT, CONTRACTUAL OR OTHERWISE ON YOUR POWER, RIGHT OR
ABILITY TO ACCEPT THIS OFFER AND TO PERFORM THE DUTIES AND OBLIGATIONS SPECIFIED
HEREIN.
9.
YOU ACKNOWLEDGE AND AGREE THAT YOU WILL
RESPECT AND SAFEGUARD WALTER'S PROPERTY, TRADE SECRETS AND CONFIDENTIAL
INFORMATION. YOU ACKNOWLEDGE THAT WALTER'S ELECTRONIC COMMUNICATION SYSTEMS
(SUCH AS EMAIL AND VOICEMAIL) ARE MAINTAINED TO ASSIST IN THE CONDUCT OF
WALTER'S BUSINESS AND THAT SUCH SYSTEMS AND DATA EXCHANGED OR STORED THEREON