EXPRESSLY PROVIDED IN THIS AGREEMENT OR AS OTHERWISE EXPRESSLY
AUTHORIZED FOR HIM INDIVIDUALLY BY THE BOARD OR THE COMPENSATION COMMITTEE.
(E)
VACATIONS. THE EXECUTIVE SHALL BE ENTITLED TO FOUR (4) WEEKS OF
VACATION PER YEAR, TO BE TAKEN AT SUCH TIMES AND INTERVALS AS SHALL BE
DETERMINED BY THE EXECUTIVE, SUBJECT TO THE REASONABLE BUSINESS NEEDS OF THE
COMPANY. IN ADDITION, THE EXECUTIVE SHALL BE ENTITLED TO UP TO TWO (2) WEEKS OF
UNPAID VACATION DURING THE TRANSITION PERIOD (AS DEFINED BELOW).
VACATION SHALL
OTHERWISE BE GOVERNED BY THE POLICIES OF THE COMPANY, AS IN EFFECT FROM TIME TO
TIME.
(F)
OTHER BENEFITS. DURING THE TERM HEREOF AND SUBJECT TO ANY
CONTRIBUTION THEREFOR GENERALLY REQUIRED OF EXECUTIVES OF THE COMPANY, THE
EXECUTIVE SHALL BE ENTITLED TO PARTICIPATE IN ANY AND ALL EMPLOYEE BENEFIT PLANS
FROM TIME TO TIME IN EFFECT FOR SENIOR EXECUTIVES OF THE COMPANY GENERALLY,
EXCEPT TO THE EXTENT SUCH PLANS ARE IN A CATEGORY OF BENEFIT OTHERWISE PROVIDED
TO THE EXECUTIVE UNDER THIS AGREEMENT (E.G., SEVERANCE PAY). SUCH PARTICIPATION
SHALL BE SUBJECT TO THE TERMS OF THE APPLICABLE PLAN DOCUMENTS AND GENERALLY
APPLICABLE COMPANY POLICIES.
(G)
BUSINESS EXPENSES. THE COMPANY SHALL PAY OR REIMBURSE THE
EXECUTIVE FOR ALL REASONABLE CUSTOMARY BUSINESS EXPENSES INCURRED OR PAID BY THE
EXECUTIVE IN THE PERFORMANCE OF HIS DUTIES AND RESPONSIBILITIES HEREUNDER,
SUBJECT TO RESTRICTIONS ON SUCH EXPENSES SET BY THE BOARD AND TO SUCH REASONABLE
SUBSTANTIATION AND DOCUMENTATION AS MAY BE SPECIFIED BY THE COMPANY FROM TIME TO
TIME.
(H)
ATTORNEYS' FEES.
THE COMPANY SHALL PAY OR REIMBURSE THE EXECUTIVE
FOR ALL REASONABLE ATTORNEYS' FEES AND COSTS INCURRED IN CONNECTION WITH THE
NEGOTIATION OF THIS AGREEMENT, NOT TO EXCEED $5,000.
(I)
RELOCATION EXPENSE REIMBURSEMENT.
THE COMPANY WILL REIMBURSE
EXECUTIVE, UPON EXECUTIVE'S PROVIDING REASONABLE DOCUMENTATION THEREOF, FOR THE
FOLLOWING ACTUAL REASONABLE COSTS INCURRED BY EXECUTIVE IN CONNECTION WITH
EXECUTIVE'S RELOCATION TO THE SAN FRANCISCO, CALIFORNIA BAY AREA:
4
(I)
TEMPORARY HOUSING EXPENSES FOR THE EXECUTIVE FROM THE EFFECTIVE
DATE THROUGH THE EARLIER OF (A) JUNE 30, 2008, OR (B) THE DATE THE EXECUTIVE
ESTABLISHES A NEW RESIDENCE IN THE SAN FRANCISCO BAY AREA (THE "TRANSITION
PERIOD");
(II)
REIMBURSEMENT IN ACCORDANCE WITH THE COMPANY'S TRAVEL POLICY FOR
REASONABLE EXPENSES INCURRED BY THE EXECUTIVE DURING THE TRANSITION PERIOD IN
CONNECTION WITH HIS TRAVEL FROM HIS CURRENT PRIMARY RESIDENCE IN MASSACHUSETTS
TO THE COMPANY'S SAN FRANCISCO OFFICE OR TO OTHER LOCATIONS NECESSITATED BY HIS
DUTIES UNDER THIS AGREEMENT;
(III)
PAYMENT OF NORMAL REAL ESTATE COMMISSIONS (NOT TO EXCEED 6%) AND
NORMAL CLOSING COSTS INCURRED BY EXECUTIVE IN CONNECTION WITH THE SALE BY
EXECUTIVE OF HIS CURRENT PRIMARY RESIDENCE;
(IV)
TRAVEL EXPENSES FOR UP TO TWO (2) TRIPS FOR EXECUTIVE AND HIS
SPOUSE TO THE SAN FRANCISCO, CALIFORNIA BAY AREA TO SEARCH FOR A NEW PRIMARY
RESIDENCE;
(V)
ADVANCE PURCHASE COACH AIRFARE FOR EXECUTIVE AND HIS FAMILY TO
TRAVEL TO SAN FRANCISCO, CALIFORNIA UPON MOVING;
(VI)
UNTIL THE EARLIER OF (I) 60 DAYS FOLLOWING SALE OF EXECUTIVE'S
MASSACHUSETTS RESIDENCE OR (II) DECEMBER 31, 2008, TEMPORARY