2.4
REPORTING OBLIGATIONS.
IN PERFORMANCE OF HIS DUTIES AS EXECUTIVE
CHAIRMAN AND AS CHAIRMAN OF THE BOARD, THE EXECUTIVE SHALL REPORT DIRECTLY TO
THE BOARD.;
ARTICLE III
COMPENSATION AND BENEFITS OF EXECUTIVE
3.1
ANNUAL BASE SALARY.
SOFTBRANDS SHALL PAY THE EXECUTIVE A BASE
SALARY FOR THE SERVICES TO BE RENDERED BY HIM AS EXECUTIVE CHAIRMAN DURING THE
EXECUTIVE TERM AT THE RATE OF TWO HUNDRED THOUSAND DOLLARS ($200,000) ANNUALLY
(PRORATED FOR ANY PORTION OF A YEAR).
SUCH BASE SALARY SHALL BE PAYABLE IN
PERIODIC INSTALLMENTS IN ACCORDANCE WITH THE TERMS OF SOFTBRANDS' REGULAR
PAYROLL PRACTICES IN EFFECT FROM TIME TO TIME DURING THE TERM OF THIS TRANSITION
AGREEMENT, BUT IN NO EVENT LESS FREQUENTLY THAN ONCE EACH MONTH.
SUCH BASE
SALARY CANNOT BE DECREASED.
DURING THE EXECUTIVE TERM, EXECUTIVE SHALL BE
ELIGIBLE FOR SUCH BENEFITS AND EXPENSES AS SOFTBRANDS MAKES AVAILABLE TO ITS
EMPLOYEES GENERALLY.
3.2
DIRECTOR FEES.
DURING THE EXECUTIVE TERM AND THE CHAIRMAN TERM,
SOFTBRANDS SHALL PAY EXECUTIVE ANNUAL FEES OF AT LEAST $100,000 FOR ALL OF
EXECUTIVE'S SERVICES AS A DIRECTOR AND CHAIRMAN OF THE BOARD (THE "CHAIRMAN
FEE"), SUBJECT TO INCREASES, IF ANY, AS SOFTBRANDS' COMPENSATION COMMITTEE MAY
DETERMINE.
SUCH CHAIRMAN FEE SHALL BE PAID IN ACCORDANCE WITH THE TERMS IN
EFFECT FROM TIME-TO-TIME ADOPTED BY SOFTBRANDS' COMPENSATION COMMITTEE.
DURING
THE CHAIRMAN TERM, EXECUTIVE SHALL BE ELIGIBLE FOR SUCH BENEFITS AND EXPENSES AS
SOFTBRANDS MAKE AVAILABLE TO ITS MEMBERS OF THE BOARD OF DIRECTORS, INCLUDING
PARTICIPATING IN DIRECTOR OPTION GRANTS.
3.3
BONUSES.
EXECUTIVE IS NOT ELIGIBLE TO RECEIVE BONUSES OR OTHER
INCENTIVE COMPENSATION IN EITHER OF THE POSITIONS OF EXECUTIVE CHAIRMAN OR
CHAIRMAN OF THE BOARD.
3.4
EXPENSES.
SOFTBRANDS SHALL PAY OR REIMBURSE THE EXECUTIVE FOR ALL
REASONABLE, ORDINARY AND NECESSARY BUSINESS EXPENSES ACTUALLY INCURRED OR PAID
BY THE EXECUTIVE IN THE PERFORMANCE OF EXECUTIVE'S SERVICES UNDER THIS
TRANSITION AGREEMENT IN ACCORDANCE WITH THE EXPENSE REIMBURSEMENT POLICIES OF
SOFTBRANDS IN EFFECT FROM TIME TO TIME DURING THE EXECUTIVE TERM, UPON
PRESENTATION OF PROPER EXPENSE STATEMENTS OR
3
VOUCHERS OR SUCH OTHER WRITTEN SUPPORTING DOCUMENTS AS SOFTBRANDS MAY REASONABLY
REQUIRE.
3.5
VACATION.
THE EXECUTIVE SHALL NOT BE ENTITLED TO PAID VACATION
DURING THE EXECUTIVE TERM.
3.6
INDEMNIFICATION.
CONSISTENT WITH THE TERMS OF SOFTBRANDS'
CERTIFICATE OF INCORPORATION AND BYLAWS, SOFTBRANDS SHALL INDEMNIFY EXECUTIVE
AGAINST ANY LOSSES, COSTS, DAMAGES OR EXPENSES INCURRED AS A DIRECT CONSEQUENCE
OF THE DISCHARGE OF HIS DUTIES OR BY REASON OF HIS STATUS AS AN AGENT OF
SOFTBRANDS AND HOLD EXECUTIVE HARMLESS FOR ANY ACTIONS TAKEN OR DECISIONS MADE
BY HIM IN GOOD FAITH WHILE PERFORMING SERVICES IN HIS CAPACITY AS AN OFFICER OR
DIRECTOR OF SOFTBRANDS DURING THE EXECUTIVE TERM AND THE CHAIRMAN TERM.
NOTHING
IN THIS TRANSITION AGREEMENT SHALL CAUSE TERMINATION, ALTERATION OR AMENDMENT OF
THE INDEMNIFICATION AGREEMENT AND EXECUTIVE SHALL BE ENTITLED TO THE BENEFIT OF
SUCH AGREEMENT THROUGHOUT THE EXECUTIVE TERM.
SOFTBRANDS HAS IN EFFECT AND WILL
CONTINUE IN FULL FORCE AND EFFECT AT ALL TIMES DURING THE EXECUTIVE TERM AND THE
CHAIRMAN TERM, AN OFFICER'S AND DIRECTOR'S LIABILITY