BE DETERMINED BY THE BOARD. FOR A MAXIMUM OF
NINE MONTHS FOLLOWING THE COMMENCEMENT DATE, THE COMPANY WILL REIMBURSE THE
EXECUTIVE FOR UP TO ONE WEEKLY ROUND TRIP AIRFARE FROM HIS CURRENT HOME TO THE
COMPANY'S HEADQUARTERS OFFICE AND FOR THE EXECUTIVE'S REASONABLE, NECESSARY AND
APPROPRIATE LIVING EXPENSES AT THE COMPANY'S HEADQUARTER LOCATION.
AFTER SUCH
NINE-MONTH PERIOD, THE EXECUTIVE WILL RELOCATE HIS HOME TO THE LOCATION OF
COMPANY'S HEADQUARTERS (OR SUCH OTHER OFFICE AS MAY BE AGREED UPON BY THE BOARD
AND THE EXECUTIVE) AND THE COMPANY SHALL REIMBURSE THE EXECUTIVE FOR THE
REASONABLE, NECESSARY AND APPROPRIATE COSTS OF SUCH RELOCATION, INCLUDING THREE
OR FOUR TRIPS FOR THE EXECUTIVE'S FAMILY, REAL ESTATE COMMISSIONS, CLOSING COSTS
AND MOVING EXPENSES.
8.
DISABILITY BENEFIT. IF AT ANY TIME DURING THE EMPLOYMENT PERIOD
THE EXECUTIVE IS UNABLE TO PERFORM FULLY THE MATERIAL AND SUBSTANTIAL DUTIES OF
THE EXECUTIVE'S REGULAR JOB POSITION HEREUNDER BY REASON OF ILLNESS, ACCIDENT,
OR OTHER DISABILITY (AS CONFIRMED BY COMPETENT MEDICAL EVIDENCE BY A PHYSICIAN
SELECTED JOINTLY BY THE BOARD AND THE EXECUTIVE), THE EXECUTIVE SHALL BE
ENTITLED TO RECEIVE PERIODIC PAYMENTS OF SALARY, BONUS AND ANY AND ALL BENEFITS
TO WHICH HE WOULD OTHERWISE BE ENTITLED PURSUANT TO SECTION 4, 5, 6, 9, 11, AND
12 OF THIS AGREEMENT BY REASON OF HIS EMPLOYMENT FOR A PERIOD OF NINETY (90)
DAYS. NOTWITHSTANDING THE FOREGOING PROVISION (I) THE AMOUNTS PAYABLE TO THE
EXECUTIVE PURSUANT TO THIS SECTION 8 SHALL BE REDUCED BY ANY AMOUNTS RECEIVED BY
THE EXECUTIVE WITH RESPECT TO ANY SUCH INCAPACITY PURSUANT TO ANY INSURANCE
POLICY, PLAN, OR OTHER EMPLOYEE BENEFIT PROVIDED TO THE
2
EXECUTIVE BY THE COMPANY AND PAID FOR BY THE COMPANY; AND (II) IN NO EVENT WILL
THE TERMS OF THIS AGREEMENT SUPERSEDE ANY HEALTH OR DISABILITY BENEFIT TO WHICH
EXECUTIVE IS ENTITLED UNDER APPLICABLE LAW. FURTHERMORE, THE COMPANY WILL NOT
MATERIALLY REDUCE THE LONG-TERM DISABILITY INSURANCE BENEFITS FOR THE EXECUTIVE
FROM THE LEVEL CURRENTLY IN EFFECT.
9.
STOCK OPTIONS. THE EXECUTIVE WILL BE GRANTED 450,000 STOCK
OPTIONS UNDER THE COMPANY'S 2005 EQUITY INCENTIVE PLAN EFFECTIVE THE FIRST
BUSINESS DAY FOLLOWING THE TIME THE COMPANY IS CURRENT WITH ITS FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION (I.E., ALL FILINGS REQUIRED TO BE FILED BY
THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION HAVE EITHER BEEN FILED
OR ARE NOT YET PAST DUE) AND THE BOARD OR AN APPROPRIATE COMMITTEE THEREOF IS
ABLE TO GRANT THE OPTIONS.
THE PRICING OF THE OPTIONS WILL BE BASED ON THE FAIR
MARKET VALUE OF THE COMPANY'S COMMON STOCK AT THE CLOSE OF BUSINESS THE FIRST
BUSINESS DAY FOLLOWING THE TIME THE COMPANY IS CURRENT WITH ITS SEC FILINGS AND
THE COMPANY IS ABLE TO GRANT THE OPTIONS. THE VESTING SCHEDULE IS AS FOLLOWS:
25% IMMEDIATE VESTING UPON GRANT, AND 25% AT THE ANNIVERSARY DATE IN EACH OF THE
NEXT 3 YEARS.
THE OTHER TERMS AND CONDITIONS OF THE STOCK OPTIONS WILL BE SET
FORTH IN A SEPARATE OPTION AGREEMENT BETWEEN THE COMPANY AND THE EXECUTIVE.
ADDITIONAL