NOT DECREASED DURING THE TERM.
(B)
BONUS PLAN.
IN ADDITION TO THE BASE SALARY SET FORTH IN
SECTION 3(A) HEREOF, THE EMPLOYEE WILL HAVE AN ANNUALIZED BONUS TARGETED AT
$250,000 BASED ON PERFORMANCE AGAINST THE COMPANY'S EBITDA PLAN AND OTHER BONUS
TARGETS SET BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS (THE "BONUS
PLAN").
4.
EXPENSES.
The Company will reimburse the Employee for all reasonable out-of-pocket
business expenses paid or incurred by him in connection with the performance of
his duties and responsibilities hereunder, but payment will be made only against
a signed, itemized list of such expenses, utilizing general forms for that
purpose established by the Company and accompanied by proper documentation
verifying such expenses.
Receipts will not be required for any expenses that
are less than Twenty-Five Dollars ($25) in value.
The Company may audit the
Employee's expense reports at any time.
5.
ADDITIONAL BENEFITS; VACATIONS; FACILITIES.
(A)
DURING THE TERM, THE EMPLOYEE WILL BE ENTITLED TO PARTICIPATE IN
ALL GROUP HEALTH AND INSURANCE PROGRAMS AND ALL OTHER FRINGE BENEFIT OR
RETIREMENT PLANS OR OTHER PLANS PROVIDED TO EMPLOYEES OF THE COMPANY IN
SIMILARLY-SITUATED EXECUTIVE POSITIONS GENERALLY, SUBJECT TO THE EMPLOYEE'S
SATISFYING ALL OF THE ELIGIBILITY REQUIREMENTS THEREOF.
NOTHING HEREIN WILL BE
DEEMED TO REQUIRE THE COMPANY TO ESTABLISH OR MAINTAIN ANY EMPLOYEE BENEFIT PLAN
WHATSOEVER, AND THE COMPANY HAS THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION,
TO ALTER, AMEND, MODIFY, DISCONTINUE OR TERMINATE ANY AND ALL EMPLOYEE BENEFIT
PLANS AT ANY TIME.
(B)
DURING THE TERM, THE EMPLOYEE WILL BE ENTITLED TO THE GENERALLY
SAME PAID HOLIDAYS AS ARE PROVIDED TO EMPLOYEES IN SIMILARLY-SITUATED EXECUTIVE
POSITIONS GENERALLY AND WILL BE ENTITLED TO PAID TIME OFF (INCLUDING VACATION
DAYS AND SICK DAYS) PER CALENDAR YEAR OF 25 DAYS OR SUCH GREATER AMOUNT PROVIDED
BY THE THEN EXISTING COMPANY POLICY, CONSISTENT WITH HIS DUTIES AND
RESPONSIBILITIES HEREUNDER AND THE COMPANY'S VACATION POLICY.
PAID TIME OFF
WHICH REMAINS UNUSED AT THE END OF A CALENDAR YEAR WILL BE SUBJECT TO THE THEN
EXISTING POLICY REGARDING CARRYOVER OF, OR PAYMENTS FOR, SUCH UNUSED TIME.
2
(C)
IF THE EMPLOYEE QUALIFIES FOR TERM LIFE INSURANCE AT NON-SMOKER'S
RATES, THE COMPANY WILL PROVIDE THE EMPLOYEE DURING THE TERM, AT NO COST (OTHER
THAN POTENTIAL INCOME TAX) TO THE EMPLOYEE, WITH A LIFE INSURANCE POLICY
PROVIDING FOR A DEATH BENEFIT OF NO LESS THAN $1,000,000.
IF THE EMPLOYEE FAILS
TO QUALIFY FOR TERM LIFE INSURANCE AT NON-SMOKER'S RATES, THE COMPANY WILL MAKE
ITS BEST EFFORTS TO PROVIDE THE EMPLOYEE, AT NO COST (OTHER THAN POTENTIAL
INCOME TAX) TO THE EMPLOYEE, WITH THE MAXIMUM AMOUNT OF TERM LIFE INSURANCE IT
CAN OBTAIN FOR THE PREMIUMS THE COMPANY WOULD HAVE PAID ON A POLICY PROVIDING A
DEATH BENEFIT OF $1,000,000 AT NON-SMOKER'S RATES IF THE EMPLOYEE WERE QUALIFIED
FOR SUCH INSURANCE.
6.
TERMINATION OF EMPLOYMENT.
This Agreement may be terminated prior to the end of the Term in accordance with
the following provisions:
(A)
DEATH.
IN THE EVENT OF THE EMPLOYEE'S DEATH PRIOR