RESIDENCE FROM ILLINOIS TO THE NEW YORK METROPOLITAN REGION (INCLUDING BROKERAGE
FEES IN CONNECTION WITH SALE OF ILLINOIS HOUSE AND MORTGAGE POINTS PAID ON A NEW
MORTGAGE).
THE COMPANY WILL ALSO MAKE AVAILABLE THE SERVICES OF PRUDENTIAL
RELOCATION SERVICES IN CONNECTION WITH SUCH RELOCATION.
FOR PURPOSES OF THE
FOREGOING, "REASONABLE EXPENSES" INCLUDE, WITHOUT LIMITATION, ALL PHYSICAL
PACKING AND MOVING EXPENSES OF HOUSEHOLD GOODS AND ALL VEHICLES, 180 DAYS'
TEMPORARY HOUSING, TRAVEL EXPENSES FOR AT LEAST THREE HOUSE HUNTING TRIPS FOR
EXECUTIVE AND HIS SPOUSE.
THE COMPANY WILL GROSS UP THE EXECUTIVE, ON AN
AFTER-TAX BASIS, TO THE EXTENT THAT ANY RELOCATION BENEFITS PROVIDED HEREUNDER
ARE TAXABLE TO HIM.
(D)
BUSINESS EXPENSES.
THE COMPANY WILL
REIMBURSE THE EXECUTIVE FOR REASONABLE TRAVEL, LODGING AND MEAL EXPENSES
INCURRED BY HIM IN CONNECTION WITH HIS PERFORMANCE OF SERVICES HEREUNDER UPON
SUBMISSION OF INFORMATION REQUIRED TO BE PROVIDED UNDER THE COMPANY'S POLICY FOR
REIMBURSEMENT OF BUSINESS EXPENSES.
THE COMPANY WILL PAY THE EXECUTIVE'S
REASONABLE COSTS OF LEGAL COUNSEL INCURRED IN CONNECTION WITH THE NEGOTIATION
AND PREPARATION OF THIS AGREEMENT AND WILL REIMBURSE THE EXECUTIVE FOR UP TO 60
DAYS' INTEREST COSTS UNDER THE INDEBTEDNESS THE EXECUTIVE INCURS TO EXERCISE HIS
VESTED STOCK OPTIONS GRANTED BY HIS PRIOR EMPLOYER.
(E)
VACATION.
THE EXECUTIVE WILL BE ENTITLED
TO FOUR WEEKS' PAID VACATION ANNUALLY.
(F)
SECURITY.
THE COMPANY SHALL FROM TIME TO
TIME ENGAGE THE SERVICES OF A THIRD-PARTY SECURITY CONSULTANT TO CONSIDER
SECURITY MATTERS REGARDING THE EXECUTIVE AND EXECUTIVE'S TRAVEL, ETC.
5.
TERMINATION OF EMPLOYMENT.
(A)
TERMINATION DUE TO DEATH OR DISABILITY.
THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY SHALL TERMINATE UPON HIS DEATH AND
THE COMPANY MAY TERMINATE THE EXECUTIVE'S EMPLOYMENT AS A RESULT OF THE
EXECUTIVE'S DISABILITY (AS DEFINED BELOW).
IN THE EVENT OF EITHER SUCH
TERMINATION OF EMPLOYMENT, THE EXECUTIVE SHALL ONLY BE ENTITLED TO THE PAYMENTS
AND BENEFITS PROVIDED FOR IN SECTION 5(F)(I) AND SECTION 5(F)(II).
FOR PURPOSES
OF THIS AGREEMENT, "DISABILITY" MEANS THAT THE EXECUTIVE HAS BECOME "DISABLED"
WITHIN THE MEANING OF SECTION 409A(A)(2)(C) OF THE CODE AND TREASURY REGULATION
SECTION 1.409A-3(I)(4).
THE REASONED AND GOOD FAITH JUDGMENT OF THE BOARD AS TO
THE EXECUTIVE'S DISABILITY WILL BE FINAL AND WILL BE BASED ON SUCH COMPETENT
MEDICAL EVIDENCE AS SHALL BE PRESENTED TO IT BY THE EXECUTIVE OR BY ANY
PHYSICIAN OR GROUP OF PHYSICIANS OR OTHER COMPETENT MEDICAL EXPERTS EMPLOYED BY
THE EXECUTIVE, OR BY THE COMPANY AND REASONABLY ACCEPTABLE TO THE EXECUTIVE, TO
ADVISE THE BOARD.
(B)
TERMINATION BY THE COMPANY FOR CAUSE.
THE
COMPANY MAY TERMINATE THE EXECUTIVE'S EMPLOYMENT FOR CAUSE.
IN THE EVENT OF
SUCH A TERMINATION OF
EMPLOYMENT, THE EXECUTIVE SHALL ONLY BE ENTITLED TO THE PAYMENTS AND BENEFITS
PROVIDED FOR IN SECTION 5(F)(I).
"CAUSE" MEANS (I) EXECUTIVE'S CONVICTION OF,
OR ENTERING A PLEA OF GUILTY OR NOLO
CONTENDERE TO, A FELONY, (II) EXECUTIVE'S
ENGAGING IN CONDUCT THAT CONSTITUTES WILLFUL GROSS NEGLECT OR WILLFUL GROSS
MISCONDUCT WITH RESPECT TO HIS EMPLOYMENT DUTIES WHICH RESULTS IN MATERIAL
ECONOMIC HARM TO THE COMPANY, (III) EXECUTIVE'S VIOLATION OF THE