GRANTED TO THE EXECUTIVE
RATABLY OVER THE INITIAL FOUR-YEAR TERM (FOR THE AVOIDANCE OF DOUBT, AN ANNUAL
AWARD OF NO LESS THAN 50,000 RESTRICTED SHARES) AND SHALL VEST AND THE
RESTRICTIONS THEREON SHALL LAPSE RATABLY OVER A PERIOD OF TIME NO LONGER THAN
THREE YEARS FROM THE DATE OF GRANT OF THE ADDITIONAL RESTRICTED SHARES. IN THE
EVENT OF STOCK SPLIT, STOCK DIVIDEND, SHARE COMBINATION, EXCHANGE OF SHARES,
RECAPITALIZATION, MERGER, CONSOLIDATION, REORGANIZATION, LIQUIDATION OR OTHER
COMPARABLE CHANGES OR TRANSACTIONS OF OR BY THE COMPANY, AN APPROPRIATE
ADJUSTMENT TO THE NUMBER AND/OR TYPE OF RESTRICTED SHARES AND ADDITIONAL
RESTRICTED SHARES SHALL BE MADE TO GIVE PROPER EFFECT TO SUCH EVENT.
(D)
BENEFITS. DURING HIS EMPLOYMENT WITH THE COMPANY, THE COMPANY
SHALL PROVIDE, AND THE EXECUTIVE SHALL BE ENTITLED TO PARTICIPATE IN OR RECEIVE
BENEFITS UNDER ANY PENSION PLAN, PROFIT SHARING PLAN, STOCK OPTION PLAN, STOCK
PURCHASE PLAN OR ARRANGEMENT, HEALTH, DISABILITY AND ACCIDENT PLAN OR ANY OTHER
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING ANY NON-QUALIFIED OR DEFERRED
COMPENSATION OR RETIREMENT PROGRAMS MADE AVAILABLE NOW OR IN THE FUTURE TO
SENIOR EXECUTIVES OF THE COMPANY; PROVIDED EXECUTIVE COMPLIES WITH THE
CONDITIONS ATTENDANT WITH COVERAGE UNDER SUCH PLANS OR ARRANGEMENTS. NOTHING
CONTAINED HEREIN SHALL BE CONSTRUED TO REQUIRE THE COMPANY TO ESTABLISH ANY PLAN
OR ARRANGEMENT NOT IN EXISTENCE ON THE DATE HEREOF OR TO PREVENT THE COMPANY
FROM MODIFYING OR TERMINATING ANY PLAN OR ARRANGEMENT IN EXISTENCE ON THE DATE
HEREOF. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXECUTIVE SHALL BE
ENTITLED TO NO LESS THAN FOUR WEEKS OF PAID VACATION PER CALENDAR YEAR.
(E)
PERQUISITES; EXPENSES. DURING HIS EMPLOYMENT WITH THE COMPANY,
EXECUTIVE SHALL BE ENTITLED TO (I) PERQUISITES ON THE SAME BASIS AS PERQUISITES
ARE GENERALLY PROVIDED TO SENIOR EXECUTIVES OF THE COMPANY, INCLUDING FIRST
CLASS AIR TRAVEL, AND (II) AN AUTOMOBILE ALLOWANCE OF $500 PER MONTH. IN
ADDITION, THE COMPANY SHALL PROMPTLY PAY OR, IF SUCH EXPENSES ARE PAID DIRECTLY
BY EMPLOYEE, THE EXECUTIVE SHALL BE ENTITLED TO RECEIVE PROMPT REIMBURSEMENT,
FOR ALL REASONABLE EXPENSES THAT EXECUTIVE INCURS DURING HIS EMPLOYMENT WITH THE
COMPANY IN CARRYING OUT EXECUTIVE'S DUTIES UNDER THIS AGREEMENT, INCLUDING,
WITHOUT LIMITATION, THOSE INCURRED IN CONNECTION WITH BUSINESS RELATED TRAVEL OR
ENTERTAINMENT, UPON PRESENTATION OF EXPENSE STATEMENTS AND CUSTOMARY SUPPORTING
DOCUMENTATION.
(F)
RELOCATION EXPENSES. THE COMPANY SHALL REIMBURSE EXECUTIVE FOR
EXPENSES INCURRED BY EXECUTIVE IN CONNECTION WITH HIS RELOCATION FROM CALIFORNIA
TO THE NEW YORK METROPOLITAN AREA IN ACCORDANCE WITH THE COMPANY'S APPLICABLE
RELOCATION PLAN WHICH IS ATTACHED HERETO AS ANNEX A; PROVIDED THAT THE PURCHASE
OPTION THROUGH SIRVA RELOCATION SHALL NOT APPLY.
3
4.
TERMINATION OF EMPLOYMENT.
(A)
DEATH; DISABILITY; TERMINATION FOR CAUSE. EXECUTIVE'S EMPLOYMENT
SHALL TERMINATE AUTOMATICALLY UPON HIS DEATH OR DISABILITY (AS DEFINED BELOW).
THE COMPANY MAY TERMINATE EXECUTIVE'S EMPLOYMENT FOR CAUSE (AS DEFINED BELOW).
UPON A TERMINATION OF EXECUTIVE'S EMPLOYMENT (I) DUE TO EXECUTIVE'S DEATH OR
DISABILITY, OR (II) BY THE COMPANY FOR CAUSE, EXECUTIVE (OR, IN THE CASE OF
EXECUTIVE'S DEATH, EXECUTIVE'S ESTATE AND/OR BENEFICIARIES) SHALL BE ENTITLED
TO: (A)