OF THE COMPENSATION
COMMITTEE, IN ITS SOLE DISCRETION.
(II)
CAR ALLOWANCE:
EXECUTIVE SHALL BE ENTITLED TO A
MONTHLY CAR ALLOWANCE OF $1,100.
(III)
TAX PREPARATION BENEFIT:
EXECUTIVE SHALL BE ENTITLED TO
REIMBURSEMENT OF UP TO $5,000 ANNUALLY FOR COSTS INCURRED TO PREPARE EXECUTIVE'S
ANNUAL INCOME TAX RETURNS.
(IV)
DISABILITY INSURANCE:
EXECUTIVE SHALL BE ENTITLED TO
DISABILITY INSURANCE THAT WILL PROVIDE A FULL ANNUAL SALARY BENEFIT IN THE EVENT
EXECUTIVE IS TERMINATED BY THE COMPANY DUE TO A DISABILITY (AS DEFINED IN
SECTION 4(C) OF THIS AGREEMENT) PURSUANT TO THE TERMS OF THIS AGREEMENT OR
COVERAGE OTHERWISE IS TRIGGERED DURING THE TERM OF THIS AGREEMENT OR AS
OTHERWISE PROVIDED UNDER SUCH DISABILITY INSURANCE POLICY.
(V)
PERSONAL ASSISTANT:
EXECUTIVE SHALL BE ENTITLED TO THE
USE OF A PERSONAL ASSISTANT ON A HALF-TIME BASIS DURING THE TERM OF THIS
AGREEMENT.
C.
EXPENSES.
THE COMPANY SHALL REIMBURSE EXECUTIVE FOR REASONABLE
BUSINESS EXPENSES INCURRED IN THE PERFORMANCE OF EXECUTIVE'S DUTIES HEREUNDER IN
ACCORDANCE WITH THE COMPANY'S EXPENSE REIMBURSEMENT GUIDELINES.
D.
STOCK OPTION.
EXECUTIVE WILL BE AWARDED A STOCK OPTION
PURSUANT TO THE COMPANY'S 1998 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED, TO
ACQUIRE UP TO 150,000 SHARES OF THE COMMON STOCK OF THE COMPANY AT AN EXERCISE
PRICE PER SHARE EQUAL TO THE FAIR MARKET VALUE OF ONE SHARE OF THE COMPANY'S
COMMON STOCK ON THE DATE OF GRANT.
THE FOREGOING STOCK OPTION SHALL HAVE A TEN
YEAR TERM, SHALL VEST ANNUALLY OVER THE THREE (3) YEAR TERM OF EMPLOYMENT
(UNLESS EARLIER VESTED PURSUANT TO SECTION 3(B) OF THIS AGREEMENT) IN ACCORDANCE
WITH THE COMPANY'S 1998 STOCK INCENTIVE PLAN'S VESTING SCHEDULE AND SHALL
OTHERWISE
2
BE ISSUED IN ACCORDANCE WITH THE COMPANY'S STANDARD FORM OF NOTICE OF GRANT OF
STOCK OPTION AND STOCK OPTION AGREEMENT.
THE COMPANY ACKNOWLEDGES AND AGREES
THAT SUCH SHARES OF COMMON STOCK ISSUED PURSUANT TO THE COMPANY'S 1998 STOCK
INCENTIVE PLAN ARE, OR SHALL BE AT THE TIME OF EXERCISE OF THE STOCK OPTION (OR
ANY PORTION THEREOF), REGISTERED PURSUANT TO A REGISTRATION STATEMENT ON FORM
S-8, PROVIDED THAT THE COMPANY CONTINUES TO BE SUBJECT TO THE REPORTING
REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
3.
TERM OF EMPLOYMENT; TERMINATION OF EMPLOYMENT
A.
TERM OF EMPLOYMENT.
THE TERM OF THIS AGREEMENT SHALL BE FOR
THREE (3) YEARS FOLLOWING THE EFFECTIVE DATE OF THIS AGREEMENT ("TERM OF
EMPLOYMENT").
DURING THE TERM OF EMPLOYMENT, THE COMPANY MAY TERMINATE
EMPLOYEE'S EMPLOYMENT WITH THE COMPANY AT ANY TIME, WITHOUT ANY ADVANCE NOTICE,
FOR ANY REASON OR NO REASON AT ALL.
UPON EXPIRATION OF THE TERM OF EMPLOYMENT,
THE COMPANY SHALL PAY TO EXECUTIVE ANY COMPENSATION THEN DUE AND OWING.
THEREAFTER, ALL OBLIGATIONS OF THE COMPANY UNDER THIS AGREEMENT SHALL CEASE.
B.
SEVERANCE.
IN THE EVENT THAT THE COMPANY TERMINATES THE
EMPLOYMENT OF EXECUTIVE DURING THE TERM OF EMPLOYMENT WITHOUT CAUSE, OR
EXECUTIVE TERMINATES HIS EMPLOYMENT FOR GOOD REASON, EXECUTIVE SHALL RECEIVE,
SUBJECT TO EXECUTIVE'S CONTINUED COMPLIANCE WITH THE TERMS OF SECTION 6(B) OF
THIS AGREEMENT REGARDING NON-INTERFERENCE, HIS THEN-CURRENT BASE SALARY,