PLANS, STOCK OPTION PLANS, RESTRICTED STOCK GRANTS,
401(K) PLANS, GROUP LIFE INSURANCE, HOSPITALIZATION AND SURGICAL AND MAJOR
MEDICAL COVERAGES, EMPLOYEE STOCK PURCHASE PLANS, CAR ALLOWANCES, PAID TIME OFF
("PTO") AND HOLIDAYS, LONG-TERM DISABILITY, AND SUCH OTHER BENEFITS AS ARE OR
MAY BE MADE AVAILABLE FROM TIME TO TIME TO SENIOR EXECUTIVES OF THE COMPANY.
FOR PURPOSES OF THIS SECTION 4(C), THE TERM "THE COMPANY" SHALL ALSO INCLUDE
POAMI. EXECUTIVE'S CAR ALLOWANCE SHALL BE AN AMOUNT NOT LESS THAN $1,128 PER
MONTH AND PTO SHALL ACCRUE AT A RATE OF 8.33 HOURS PER PAY PERIOD WITH A MAXIMUM
CUMULATIVE ACCRUAL OF 300 HOURS.
(D)
BUSINESS EXPENSES AND PERQUISITES.
EXECUTIVE SHALL BE REIMBURSED FOR ALL
REASONABLE EXPENSES INCURRED BY EXECUTIVE IN CONNECTION WITH THE CONDUCT OF THE
BUSINESS OF THE COMPANY (INCLUDING REASONABLE TRAVEL EXPENSES), PROVIDED
EXECUTIVE PROPERLY ACCOUNTS THEREFOR IN ACCORDANCE WITH THE COMPANY'S POLICIES.
DURING THE PERIOD OF EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT, EXECUTIVE
SHALL ALSO BE ENTITLED TO SUCH OTHER PERQUISITES AS ARE CUSTOMARY FOR SENIOR
EXECUTIVES OF THE COMPANY.
(E)
OFFICE AND SERVICES FURNISHED.
DURING THE PERIOD OF EXECUTIVE'S
EMPLOYMENT UNDER THIS AGREEMENT, THE COMPANY SHALL MAKE AVAILABLE TO EXECUTIVE
OFFICE SPACE, SECRETARIAL ASSISTANCE AND SUCH OTHER FACILITIES AND SERVICES AS
SHALL BE SUITABLE TO EXECUTIVE'S POSITION AND ADEQUATE FOR THE PERFORMANCE OF
EXECUTIVE'S DUTIES HEREUNDER.
(F)
STOCK OPTION PLAN. ON THE DATE WHICH IS SIXTY (60) DAYS AFTER THE DATE OF
THIS AGREEMENT, AND IN ACCORDANCE WITH SECTION 5(A)(D) HEREOF, COMPANY SHALL
GRANT EXECUTIVE OPTIONS TO PURCHASE 100,000 SHARES OF COMPANY'S COMMON STOCK,
WHICH OPTIONS SHALL VEST AND BE EXERCISABLE IN ACCORDANCE WITH THE COMPANY'S
2004 STOCK OPTION PLAN AND THE OPTION AGREEMENT BETWEEN THE COMPANY AND
EXECUTIVE OF EVEN DATE HEREWITH AND ATTACHED HERETO AS ANNEX A.
5
5.
PAYMENTS UPON TERMINATION OF EMPLOYMENT.
(A)
QUALIFYING TERMINATION.
IF THE EMPLOYMENT OF EXECUTIVE TERMINATES
PURSUANT TO A QUALIFYING TERMINATION, THEN:
(A)
WITHIN FIVE (5) BUSINESS DAYS FOLLOWING THE DATE OF TERMINATION, THE
COMPANY SHALL PAY TO EXECUTIVE A LUMP-SUM CASH PAYMENT EQUAL TO THE SUM OF
(I)
EXECUTIVE'S ANNUAL BASE SALARY PAYABLE THROUGH THE DATE OF
TERMINATION;
(II)
BONUS AMOUNTS PAYABLE TO EXECUTIVE FOR PRIOR FISCAL YEARS (TO THE
EXTENT NOT PREVIOUSLY PAID);
(III)
BONUS AMOUNTS NOT PAID TO EXECUTIVE AS A RESULT OF EXECUTIVE'S
ELECTION TO DEFER PAYMENT;
(IV)
A PRO RATA PORTION OF EXECUTIVE'S ANNUAL BONUS FOR THE FISCAL YEAR IN
WHICH THE DATE OF TERMINATION OCCURS (TO THE EXTENT NOT PREVIOUSLY PAID) IN AN
AMOUNT AT LEAST EQUAL TO (1) EXECUTIVE'S BONUS AMOUNT MULTIPLIED BY A FRACTION,
THE NUMERATOR OF WHICH IS THE NUMBER OF DAYS IN A FISCAL YEAR IN WHICH THE DATE
OF TERMINATION OCCURS THROUGH THE DATE OF TERMINATION AND THE DENOMINATOR OF
WHICH IS THREE HUNDRED SIXTY-FIVE (365), AND REDUCED BY (2) ANY AMOUNTS PAID TO
EXECUTIVE FROM THE COMPANY'S ANNUAL INCENTIVE PLAN FOR THE FISCAL YEAR IN WHICH
THE DATE OF TERMINATION OCCURS; AND
(V)
THE CASH EQUIVALENT OF ANY ACCRUED PAID TIME OFF; IN EACH CASE TO