OF THE COMPANY'S
COMMON STOCK ON THE NEW YORK STOCK EXCHANGE ON THE BUSINESS DAY IMMEDIATELY
PRECEDING THE EFFECTIVE DATE.
THE OPTIONS WILL VEST IN EQUAL INSTALLMENTS OF
250,000 SHARES EACH ON THE FIRST, SECOND AND THIRD ANNIVERSARIES OF THE
EFFECTIVE DATE.
TO THE EXTENT UNVESTED, THE OPTIONS WILL AUTOMATICALLY FULLY
VEST UPON THE OCCURRENCE OF A CHANGE IN CONTROL (AS DEFINED IN SECTION 5.3
BELOW).
THE TERMS AND CONDITIONS OF THE STOCK OPTION AGREEMENT GRANTING THE
OPTIONS WILL BE CONSISTENT WITH THE AGREEMENTS FOR OTHER EXECUTIVE OFFICERS OF
THE COMPANY.
(E)
THE COMPANY WILL REIMBURSE EXECUTIVE FOR
MEMBERSHIP DUES, INITIATION FEES, AND ANY ASSESSMENTS AT A COUNTRY CLUB OF
EXECUTIVE'S CHOICE IN THE PORTLAND AREA AND WILL ASSIST EXECUTIVE IN REDUCING
ANY WAITING PERIOD IN REGARD TO
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MEMBERSHIP IN SUCH CLUB TO THE EXTENT IT IS ABLE TO DO SO.
EXECUTIVE WILL BE
PROVIDED AN AUTOMOBILE IN ACCORDANCE WITH THE COMPANY'S AUTOMOBILE POLICY FOR
EXECUTIVES, AND THE COMPANY WILL PAY ALL INSURANCE, MAINTENANCE, FUEL, OIL AND
RELATED OPERATIONAL EXPENSES FOR SUCH AUTOMOBILE.
EXECUTIVE WILL BE ENTITLED TO
FOUR (4) WEEKS VACATION DURING CALENDAR YEAR 2010, WHICH AMOUNT WILL BE SUBJECT
TO INCREASE DURING THE TERM IN ACCORDANCE WITH COMPANY POLICY.
EXECUTIVE WILL
BE PROVIDED AN ANNUAL PHYSICAL EXAMINATION AND A FINANCIAL/TAX CONSULTANT FOR
PERSONAL FINANCIAL AND TAX PLANNING.
EXECUTIVE WILL BE PROMPTLY REIMBURSED BY
THE COMPANY FOR ALL REASONABLE BUSINESS EXPENSES HE INCURS IN CARRYING OUT HIS
DUTIES AND RESPONSIBILITIES UNDER THIS AGREEMENT.
IF ANY OF THE PERQUISITE
AMOUNTS PROVIDED TO EXECUTIVE PURSUANT TO THIS SUBSECTION (E) ARE SUBJECT TO
FEDERAL, STATE OR LOCAL INCOME TAXES, EXECUTIVE WILL BE PROVIDED AN APPROPRIATE
TAX GROSS-UP ON SUCH AMOUNTS.
(F)
WITH RESPECT TO EXECUTIVE'S RELOCATION TO
THE PORTLAND, OREGON AREA, THE COMPANY WILL PROVIDE EXECUTIVE (I) A FURNISHED
TOWNHOUSE OR APARTMENT FOR THREE MONTHS OR UNTIL EXECUTIVE IS PERMANENTLY
RELOCATED, WHICHEVER FIRST OCCURS, INCLUDING REASONABLE AND CUSTOMARY LIVING
EXPENSES FOR SUCH PERIOD, (II) ONE MONTH'S BASE SALARY TO TAKE CARE OF
INCIDENTAL AND MISCELLANEOUS MOVING EXPENSES PAYABLE UPON HIS RELOCATION TO
PORTLAND; (III) REIMBURSEMENT FOR THE REASONABLE EXPENSES FOR HOUSE HUNTING
TRIPS FOR EXECUTIVE AND HIS FAMILY, (IV) TRANSPORTATION EXPENSES TO MOVE
EXECUTIVE AND HIS FAMILY TO PORTLAND; (V) REIMBURSEMENT FOR THE COSTS OF
PACKING, SHIPPING AND UNPACKING EXECUTIVE'S FURNITURE AND PERSONAL EFFECTS,
INCLUDING STORAGE AS APPROPRIATE; (VI) WITH RESPECT TO THE PURCHASE OF A HOME IN
THE PORTLAND AREA, HOUSE FINDING ASSISTANCE AND UPON THE PURCHASE OF A HOME,
REIMBURSEMENT OF EXECUTIVE'S
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CLOSING COSTS; (VII) WITH RESPECT TO THE SALE OF EXECUTIVE'S CURRENT HOME IN
BRONXVILLE, NEW YORK, THE COMPANY WILL PROVIDE MARKETING ASSISTANCE AND, IF
NECESSARY, A GUARANTEED BUYOUT IN ACCORDANCE WITH THE CUSTOMARY TERMS THROUGH
THE COMPANY'S THIRD-PARTY RELOCATION SERVICE PROVIDER; AND (VIII) AN APPROPRIATE
TAX GROSS-UP ON ANY NON-TAX DEDUCTIBLE RELOCATION EXPENSES.
3.
CONFIDENTIALITY AND NONCOMPETITION.
(A)
EXECUTIVE ACKNOWLEDGES THAT, PRIOR TO AND
DURING THE TERM OF THIS AGREEMENT, THE COMPANY HAS FURNISHED AND WILL FURNISH TO
EXECUTIVE CONFIDENTIAL INFORMATION WHICH COULD BE