a release in a form acceptable to the Company.
Notwithstanding anything in
this Section 4(c) to the contrary, upon a termination of Executive's employment
by the Company for Due Cause (as hereinafter defined), the Appreciation Payment
shall be forfeited in its entirety.
(d)
Stock.
Executive will have the opportunity to enter into an
equity purchase agreement (the "Equity Purchase Agreement") with the Parent
pursuant to which Executive may purchase certain shares of common stock and
preferred stock of Parent (collectively, the "Executive Stock"), which shares of
Executive Stock, if purchased, shall be subject to certain repurchase and other
obligations and restrictions set forth in a new management agreement to be
executed by and between Executive and Parent (the "New Management Agreement")
and that certain stockholders agreement previously entered into among Parent,
the Investors (as defined in the Management Agreement) and certain other
shareholders of Parent and as previously entered into by Executive via his
execution of a joinder thereto (the "Stockholders Agreement").
5.
BENEFIT PLANS.
DURING THE EMPLOYMENT PERIOD, EXECUTIVE WILL BE
ENTITLED TO RECEIVE TRADITIONAL EMPLOYEE BENEFITS COMPARABLE TO THOSE PROVIDED
TO OTHER SENIOR EXECUTIVE
4
OFFICERS OF THE COMPANY (SUBJECT TO ANY APPLICABLE WAITING PERIODS, ELIGIBILITY
REQUIREMENTS, OR OTHER RESTRICTIONS), WHICH BENEFITS MAY INCLUDE INSURANCE
(MEDICAL, DENTAL, LIFE, DISABILITY), RETIREMENT PLANS, AND PROFIT SHARING PLANS.
6.
EXPENSES.
THE COMPANY, IN ACCORDANCE WITH ITS POLICIES AND
PRACTICES AS IN EFFECT FROM TIME TO TIME, WILL PAY OR REIMBURSE EXECUTIVE FOR
ALL EXPENSES REASONABLY INCURRED BY EXECUTIVE DURING THE EMPLOYMENT PERIOD IN
CONNECTION WITH THE PERFORMANCE OF EXECUTIVE'S DUTIES UNDER THIS EMPLOYMENT
AGREEMENT, PROVIDED THAT EXECUTIVE SHALL PROVIDE TO THE COMPANY PAID RECEIPTS OR
OTHER DOCUMENTATION ACCEPTABLE TO THE COMPANY AND AS REQUIRED BY THE INTERNAL
REVENUE SERVICE TO QUALIFY AS ORDINARY AND NECESSARY BUSINESS EXPENSES UNDER THE
INTERNAL CODE.
IN ADDITION, UPON THE DELIVERY BY EXECUTIVE TO THE COMPANY OF A
DETAILED DESCRIPTION OF SUCH EXPENSES, THE COMPANY AGREES TO REIMBURSE EXECUTIVE
FOR THE FOLLOWING REASONABLE RELOCATION EXPENSES ACTUALLY INCURRED IN CONNECTION
WITH THE EXECUTIVE'S RELOCATION TO THE DENVER, COLORADO METROPOLITAN AREA:
(i)
all transfer fees and broker fees incurred in connection with the
sale of Executive's current home in Atlanta, Georgia; and
(ii)
reasonable moving expenses for the belongings of Executive
incurred in connection with the Executive's return to Colorado.
7.
VACATION.
EXECUTIVE SHALL BE ENTITLED TO VACATION AT THE RATE OF
FOUR (4) WEEKS PER YEAR TO BE ACCRUED AND TAKEN IN ACCORDANCE WITH THE COMPANY'S
VACATION POLICY AS IN EFFECT FROM TIME TO TIME.
8.
CONFIDENTIALITY, INVENTIONS AND NON-SOLICITATION AGREEMENT.
ON
THE DATE HEREOF, EXECUTIVE SHALL EXECUTE A CONFIDENTIALITY, INVENTIONS AND
NON-SOLICITATION AGREEMENT, IN THE FORM OF EXHIBIT A ATTACHED HERETO AND MADE A
PART HEREOF (THE "CONFIDENTIALITY, INVENTIONS AND NON-SOLICITATION AGREEMENT").
9.
RESTRICTIVE COVENANTS.
(A)
EXECUTIVE'S ACKNOWLEDGMENT.
EXECUTIVE ACKNOWLEDGES THAT:
(I) PARENT AND THE COMPANY ARE AND WILL BE ENGAGED IN THE BUSINESS DURING THE
EMPLOYMENT PERIOD AND THEREAFTER; (II) PARENT AND THE COMPANY ARE AND WILL BE
ACTIVELY ENGAGED IN THE BUSINESS THROUGHOUT