AS IT SHALL DETERMINE.
THE EXECUTIVE
WILL BE ELIGIBLE (A) FOR ADDITIONAL BONUS COMPENSATION AT SUCH TIME AT WHICH
OTHER EXECUTIVE EMPLOYEES OF THE CORPORATION ARE CONSIDERED FOR ANNUAL BONUS
AWARDS, AND (B) TO RECEIVE ADDITIONAL STOCK OPTIONS AND/OR OTHER EQUITY BASED
COMPENSATION AWARDS AS DETERMINED IN THE SOLE AND ABSOLUTE DISCRETION OF THE
BOARD OF DIRECTORS BASED UPON THE PERFORMANCE OF THE CORPORATION AND THE
INDIVIDUAL PERFORMANCE OF THE EXECUTIVE.
THE
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AMOUNT OF SUCH BONUS AWARD, IF ANY, SHALL BE DETERMINED IN THE SOLE AND ABSOLUTE
DISCRETION OF THE CORPORATION AND IS ANTICIPATED TO BE IN THE RANGE BETWEEN 25%
AND 60% OF ANNUAL BASE COMPENSATION, NONE OF WHICH IS GUARANTEED.
THE NUMBER OF
ADDITIONAL STOCK OPTIONS, IF ANY, WHICH MAY BE GRANTED IS ANTICIPATED TO BE IN
THE RANGE OF 40,000 TO 60,000 SHARES, NONE OF WHICH STOCK OPTIONS IS
GUARANTEED.
THE EXECUTIVE ACKNOWLEDGES THAT, IN ENTERING INTO THIS AGREEMENT,
HE HAS NOT RELIED ON ANY ESTIMATES WITH RESPECT TO THE AMOUNT OF ANY FUTURE
BONUS AWARD OR THE NUMBER OF ADDITIONAL STOCK OPTIONS AND AGREES THAT NO AMOUNTS
HAVE BEEN PROMISED OR ASSURED.
3.
EXPENSES.
DURING THE EXECUTIVE'S
EMPLOYMENT HEREUNDER, THE CORPORATION SHALL PAY OR REIMBURSE THE EXECUTIVE FOR
ALL REASONABLE AND ITEMIZED BUSINESS EXPENSES, INCLUDING, BUT NOT LIMITED TO, AN
ALLOWANCE IN AN AMOUNT OF $900 PER MONTH FOR ALL AUTOMOBILE RELATED EXPENSES,
INCURRED BY THE EXECUTIVE WHILE CONDUCTING OR FURTHERING THE BUSINESS OF THE
CORPORATION, INCLUDING WITHOUT LIMITATION MAINTENANCE, INSURANCE AND GASOLINE.
SUCH ALLOWANCE WILL BE PAID IN ACCORDANCE WITH THE CORPORATION'S CUSTOMARY
PAYROLL POLICY.
THE EXECUTIVE SHALL KEEP APPROPRIATE RECORDS OF SUCH EXPENSES
AND SHALL SUBMIT RECEIPTS OR OTHER EVIDENCE RELATING TO THEM IN ACCORDANCE WITH
THE CORPORATION'S POLICY.
REIMBURSEMENT FOR SUCH EXPENSES SHALL BE SUBJECT TO
SUCH REGULATIONS AND PROCEDURES AS THE CORPORATION MAY DETERMINE FROM TIME TO
TIME.
4.
VACATION.
DURING THE EXECUTIVE'S
EMPLOYMENT HEREUNDER, THE EXECUTIVE SHALL BE ENTITLED TO FOUR (4) WEEKS OF PAID
VACATION LEAVE.
THE TIME AT WHICH THE EXECUTIVE WILL BE ABSENT FROM THE OFFICE
SHALL BE AT THE EXECUTIVE'S SOLE DISCRETION, PROVIDED SUCH TIME IS COMPATIBLE
WITH THE VACATION AND WORK SCHEDULE OF OTHER EXECUTIVE EMPLOYEES.
5.
BENEFITS.
DURING THE EXECUTIVE'S
EMPLOYMENT HEREUNDER, THE EXECUTIVE SHALL BE ENTITLED TO PARTICIPATE IN SUCH
FRINGE BENEFITS AS GENERALLY ARE MADE AVAILABLE BY THE CORPORATION TO
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EXECUTIVE EMPLOYEES FROM TIME TO TIME, INCLUDING, BUT NOT LIMITED TO, MEDICAL,
DISABILITY, RETIREMENT AND INSURANCE PLANS; PROVIDED, HOWEVER, THAT THE
EXECUTIVE'S RIGHT TO PARTICIPATE IN ANY PLAN SHALL BE SUBJECT TO THE APPLICABLE
ELIGIBILITY REQUIREMENTS OF PARTICULAR BENEFIT PLANS AND, IN THE CASE OF BENEFIT
PLANS PROVIDING FOR DISCRETIONARY GRANTS OR AWARDS, TO THE DISCRETION OF THE
PERSON OR ENTITY VESTED WITH SUCH DISCRETION.
6.
SEVERANCE.
EXCEPT AS PROVIDED IN
SECTION 7 HEREOF:
(A)
IN THE EVENT OF THE TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT HEREUNDER OTHER THAN FOR CAUSE (AS SUCH TERM IS
HEREINAFTER DEFINED), THE EXECUTIVE SHALL BE ENTITLED TO A SEVERANCE PAYMENT IN
AN AMOUNT EQUAL