THE BASE SALARY SHALL BE PAYABLE IN ACCORDANCE WITH THE CORPORATION'S
ORDINARY PAYMENT PRACTICES AND SHALL BE SUBJECT TO WITHHOLDING AND EMPLOYMENT
TAXES.
(B)
EXECUTIVE SHALL CONTINUE TO PARTICIPATE IN
THE EMPLOYEE BONUS PLAN (THE PHANTOM SHARE PLAN) AND SHALL REMAIN A PARTICIPANT
IN THE "IMPACT GROUP" FOR ALLOCATION OF BONUSES UNDER THE PLAN.
THE "IMPACT
GROUP" SHALL BE ENTITLED TO AN ALLOCATION OF 50% OF THE TOTAL, AND EXECUTIVE
SHALL RECEIVE AND SHALL BE ENTITLED TO 50% OF THE "IMPACT GROUP" ALLOCATION.
THE CORPORATION MAY ADJUST THE ALLOCATION, AS NECESSARY, TO ACCOMMODATE
NON-OPERATING FLUCTUATIONS IN BOOK VALUE.
SECTION 4.
BENEFITS.
(A)
EXECUTIVE ALSO SHALL BE ENTITLED TO
PARTICIPATE IN ALL COVERAGES, INCLUDING LIFE, HEALTH, AND DISABILITY INSURANCE
AND EMPLOYEE BENEFIT PLANS AND PROGRAMS AS OFFERED FROM TIME TO TIME TO
EXECUTIVE OFFICERS OF THE CORPORATION OR TO DIRECTORS.
EXECUTIVE'S AND HIS
DEPENDENTS' PARTICIPATION IN ANY SUCH PLAN OR PROGRAM SHALL BE SUBJECT TO THE
PROVISIONS, RULES, REGULATIONS AND LAWS APPLICABLE THERETO.
(B)
EXECUTIVE SHALL BE ENTITLED TO PAID VACATION
IN ACCORDANCE WITH CORPORATION POLICIES APPLICABLE TO ITS EXECUTIVE OFFICERS.
(C)
THE CORPORATION SHALL PROVIDE EXECUTIVE
WITH A MONTHLY AUTOMOBILE ALLOWANCE OF $600.00.
(D)
THE CORPORATION SHALL PAY REASONABLE
EXPENSES RELATED TO EXECUTIVE'S PARTICIPATION IN BUSINESS AND BUSINESS-RELATED
SOCIAL EVENTS AND FOR SUCH CLUB, COMMUNITY AND PROFESSIONAL ASSOCIATION DUES AND
EXPENSES THAT EXECUTIVE AND THE CHAIRMAN OF THE COMPENSATION COMMITTEE OF THE
BOARD AGREE ARE IN THE BEST INTERESTS OF THE CORPORATION.
SECTION 5.
RESTRICTIVE COVENANTS.
EXECUTIVE ACKNOWLEDGES AND
AGREES THAT IN THE COURSE OF HIS EMPLOYMENT HE WILL LEARN VALUABLE TRADE SECRETS
AND OTHER PROPRIETARY INFORMATION, AND THAT THE CORPORATION WOULD BE IRREPARABLY
DAMAGED IF EXECUTIVE WERE TO USE OR DISCLOSE SUCH INFORMATION AND/OR TO PROVIDE
SERVICES TO ANY PERSON OR ENTITY IN VIOLATION OF THE RESTRICTIONS CONTAINED IN
THIS AGREEMENT.
ACCORDINGLY, EXECUTIVE AGREES THAT DURING THE TERM OF THIS
AGREEMENT AND FOR TWELVE (12) MONTHS THEREAFTER (THE "RESTRICTED PERIOD"),
EXECUTIVE SHALL NOT, DIRECTLY OR INDIRECTLY, EITHER FOR HIMSELF OR FOR ANY OTHER
PERSON OR ENTITY:
(A)
ENGAGE OR PARTICIPATE IN ANY ACTIVITY OR
BUSINESS, OR ASSIST, ADVISE OR BE CONNECTED WITH (INCLUDING AS AN EMPLOYEE,
OWNER, PARTNER, SHAREHOLDER, OFFICER, DIRECTOR, ADVISOR, CONSULTANT, AGENT OR
OTHERWISE), OR PERMIT HIS NAME TO BE USED BY OR OTHERWISE RENDER SERVICES,
DIRECTLY OR INDIRECTLY, FOR ANY PERSON OR ENTITY WHICH DIRECTLY COMPETES WITH
THE CORPORATION AND WHICH HAS A FACILITY LOCATED WITHIN TWENTY (20) MILES OF ANY
FACILITY OF THE CORPORATION OR WITHIN TWENTY (20) MILES OF ANY FACILITY THAT THE
CORPORATION, AS OF THE DATE OF EXECUTIVE'S TERMINATION OF EMPLOYMENT, PLANS TO
ACQUIRE, MERGE WITH, OR ESTABLISH WITHIN THE TWELVE (12)-MONTH PERIOD FOLLOWING
EXECUTIVE'S TERMINATION OF EMPLOYMENT;
(B)
DIRECTLY OR INDIRECTLY SOLICIT OR ATTEMPT TO
SOLICIT BUSINESS FROM ANY CUSTOMER OF THE CORPORATION WITH WHICH EXECUTIVE HAS
HAD CONTACT DURING THE SIX (6) MONTHS PRIOR TO EXECUTIVE'S TERMINATION OF
EMPLOYMENT WITH THE CORPORATION FOR THE
2
PURPOSE OF HAVING SUCH CUSTOMER OR OTHER BUSINESS RELATION OF THE CORPORATION TO