BE ELIGIBLE TO RECEIVE A BONUS
FROM THE COMPANY WITH RESPECT TO THE FISCAL YEAR ENDING JULY 31, 2001 AT A
TARGET LEVEL OF 20% OF BASE SALARY TO BE DETERMINED PURSUANT TO THE TERMS OF THE
COMPANY'S BONUS PROGRAM IN EFFECT AS OF THE DATE SUCH BONUS IS PAID.
FURTHERMORE, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE COMPANY'S BONUS
PROGRAM, EXECUTIVE SHALL BE ELIGIBLE TO RECEIVE HIS ANNUAL BONUS FOR THE
COMPANY'S 2002 FISCAL YEAR SO LONG AS EXECUTIVE HAS REMAINED EMPLOYED WITH THE
COMPANY THROUGH JULY 31, 2002, NOTWITHSTANDING HIS DEPARTURE FROM THE COMPANY
SUBSEQUENT TO SUCH DATE.
2
(C)
EMPLOYEE BENEFITS.
DURING THE TERM, THE
EXECUTIVE SHALL PARTICIPATE IN ALL PLANS NOW EXISTING OR HEREAFTER ADOPTED BY
THE COMPANY FOR ITS MANAGEMENT EMPLOYEES OR THE GENERAL BENEFIT OF ITS
EMPLOYEES, SUCH AS ANY PENSION, PROFIT-SHARING, BONUSES, STOCK OPTION OR OTHER
INCENTIVE COMPENSATION PLANS, LIFE AND HEALTH INSURANCE PLANS, OR OTHER
INSURANCE PLANS AND BENEFITS ON THE SAME BASIS AND SUBJECT TO THE SAME
QUALIFICATIONS AS OTHER SENIOR EXECUTIVE OFFICERS.
(D)
EQUITY.
(I)
THE EXECUTIVE SHALL BE ELIGIBLE FOR
PARTICIPATION IN THE COMPANY'S PHANTOM EQUITY PLAN, AS AMENDED FROM TIME TO TIME
BY THE COMPENSATION COMMITTEE OF THE BOARD (THE "EQUITY PLAN") AT A
PARTICIPATION PERCENTAGE EQUAL TO SEVEN AND ONE-HALF PERCENT (7.5%).
THE TERMS
OF SUCH PARTICIPATION SHALL BE GOVERNED BY THE EQUITY PLAN AND AN AWARD
AGREEMENT ENTERED INTO BY AND BETWEEN THE EXECUTIVE AND THE COMPANY.
(II)
THE EXECUTIVE HAS PREVIOUSLY BEEN GRANTED
OPTIONS TO PURCHASE A 14,000, 20,000 AND 60,000 SHARES OF THE COMPANY'S COMMON
STOCK ON OCTOBER 22, 1998, JANUARY 27, 2000 AND SEPTEMBER 28, 2000
RESPECTIVELY.
THE TERMS AND CONDITIONS OF EACH SUCH OPTION GRANT SHALL CONTINUE
TO BE GOVERNED BY THE STOCK OPTION AGREEMENTS EXECUTED BY AND BETWEEN THE
COMPANY AND THE EXECUTIVE DATED AS OF
OCTOBER 22, 1998, JANUARY 27, 2000 AND
SEPTEMBER 28, 2000, RESPECTIVELY.
(E)
EXPENSES.
THE COMPANY SHALL REIMBURSE THE
EXECUTIVE, IN ACCORDANCE WITH ITS STANDARD POLICIES FROM TIME TO TIME IN EFFECT,
FOR ALL OUT-OF-POCKET BUSINESS EXPENSES AS MAY BE INCURRED BY THE EXECUTIVE IN
THE PERFORMANCE OF HIS DUTIES UNDER THIS AGREEMENT. SUCH REIMBURSEMENT SHALL
INCLUDE, BUT NOT BE LIMITED TO, (I) MAINE AND UTAH BAR FEES AND STATE BAR
ASSOCIATION DUES (INCLUDING DUES FOR ANY COMMITTEE OR SECTION MEMBERSHIPS), (II)
ALL COSTS OF THE BAR REVIEW COURSE(S) IN THE STATE OF UTAH REASONABLY DEEMED
NECESSARY OR APPROPRIATE BY EXECUTIVE, (III) COST OF THE STATE OF UTAH BAR EXAM,
(IV) AMERICAN BAR ASSOCIATION DUES, INCLUDING ANY SECTION OR COMMITTEE
MEMBERSHIPS, AND (V) CONTINUING LEGAL EDUCATION CREDIT COURSES REQUIRED TO
MAINTAIN BAR ADMISSION IN MAINE AND UTAH, INCLUDING TRAVEL AND LODGING TO AND
FROM THE SAME.
(F)
VACATION.
THE EXECUTIVE SHALL BE
ENTITLED TO VACATION TIME TO BE CREDITED AND TAKEN IN ACCORDANCE WITH THE
COMPANY'S POLICY FROM TIME TO TIME IN EFFECT FOR SENIOR EXECUTIVES, WHICH IN ANY
EVENT SHALL NOT BE LESS THAN A TOTAL OF FOUR (4) WEEKS PER CALENDAR YEAR.
(G)