OF THE EXECUTIVE'S PERFORMANCE AGAINST THE AGREED-UPON OBJECTIVES.
THE BOARD OR THE COMPENSATION COMMITTEE MAY, IN ITS SOLE DISCRETION, DETERMINE
TO AWARD ADDITIONAL YEAR-END BONUSES TO THE EXECUTIVE.
THE ANNUAL BONUS PLUS
ADDITIONAL YEAR-END BONUSES, IF ANY, IN A
2
CALENDAR YEAR ARE COLLECTIVELY REFERRED TO AS THE "BONUS".
THE EXECUTIVE'S
SALARY AND ANY BONUS WILL BE PAYABLE IN ACCORDANCE WITH THE CUSTOMARY PAYROLL
PRACTICES OF THE COMPANY FOR ITS SENIOR MANAGEMENT PERSONNEL.
(B)
BENEFITS. DURING THE EMPLOYMENT TERM, THE EXECUTIVE SHALL BE
ELIGIBLE TO PARTICIPATE, ON THE SAME BASIS AND SUBJECT TO THE SAME
QUALIFICATIONS AS OTHER SENIOR MANAGEMENT PERSONNEL OF THE COMPANY, IN ANY
PENSION, PROFIT SHARING, SAVINGS, BONUS, LIFE INSURANCE, HEALTH INSURANCE,
HOSPITALIZATION, DENTAL, DRUG PRESCRIPTION, DISABILITY, ACCIDENTAL DEATH AND
DISMEMBERMENT AND OTHER BENEFIT PLANS AND POLICIES AS MAY FROM TIME TO TIME BE
IN EFFECT WITH RESPECT TO SENIOR MANAGEMENT PERSONNEL OF THE COMPANY
(COLLECTIVELY, THE "BENEFITS").
IN ADDITION TO THE FOREGOING, THE COMPANY WILL
CONTINUE TO PROVIDE THE EXECUTIVE WITH THE TERM LIFE INSURANCE AND DISABILITY
INSURANCE POLICIES AT THE SAME LEVEL THAT IS IN PLACE AS OF THE DATE OF THIS
AGREEMENT.
THE EXECUTIVE SHALL ALSO BE ENTITLED TO VACATION DAYS (INCLUDING THE
RIGHT TO ACCRUE UNUSED VACATION TIME FROM YEAR TO YEAR IF THE AGREEMENT IS
RENEWED PURSUANT TO SECTION 3 ABOVE), HOLIDAYS AND SICK DAYS IN ACCORDANCE WITH
THE POLICIES OF THE COMPANY AS MAY BE IN EFFECT FROM TIME TO TIME; PROVIDED,
HOWEVER, THAT TERMINATION OF EXECUTIVE'S EMPLOYMENT FOR ANY REASON (INCLUDING
RESIGNATION BY THE EXECUTIVE), THE COMPANY SHALL PAY EXECUTIVE FOR ACCRUED
VACATION TIME UNUSED AS OF THE LAST DATE OF EMPLOYMENT, ON A PRO RATED BASIS
CALCULATED ON THE BASIS OF THE EXECUTIVE'S SALARY AND BONUS IN EFFECT ON THE
TERMINATION DATE.
THE COMPANY SHALL ALSO PROVIDE THE EXECUTIVE WITH A COMPANY
CAR, AS WELL AS ALL REASONABLE CAR MAINTENANCE, AND RELATED INSURANCE.
(C)
STOCK OPTIONS.
THE EXECUTIVE SHALL BE ELIGIBLE TO RECEIVE GRANTS
OF OPTIONS TO PURCHASE EQUITY IN THE COMPANY DURING THE EMPLOYMENT TERM AS
DETERMINED, FROM TIME TO TIME, IN THE SOLE DISCRETION OF THE BOARD OR THE
COMPENSATION COMMITTEE.
(D)
EXPENSES. THE COMPANY WILL PAY OR PROMPTLY REIMBURSE THE EXECUTIVE
FOR ALL REASONABLE OUT-OF-POCKET BUSINESS, ENTERTAINMENT AND TRAVEL EXPENSES
INCURRED BY THE EXECUTIVE IN THE PERFORMANCE OF HIS DUTIES HEREUNDER UPON
PRESENTATION OF APPROPRIATE SUPPORTING DOCUMENTATION AND OTHERWISE IN ACCORDANCE
WITH THE EXPENSE REIMBURSEMENT POLICIES OF THE COMPANY IN EFFECT FROM TIME TO
TIME.
THE COMPANY WILL ALSO PAY OR PROMPTLY REIMBURSE THE EXECUTIVE FOR ALL
REASONABLE EXPENSES RELATING TO ONGOING PROFESSIONAL DEVELOPMENT.
(E)
TAXES AND WITHHOLDINGS. ALL APPROPRIATE DEDUCTIONS, INCLUDING
FEDERAL, STATE AND LOCAL TAXES AND SOCIAL SECURITY, SHALL BE DEDUCTED FROM ANY
AMOUNT PAID BY THE COMPANY TO THE EXECUTIVE HEREUNDER IN CONFORMITY WITH
APPLICABLE LAWS.
SECTION 6.
CONFIDENTIALITY.
THE EXECUTIVE ACKNOWLEDGES AND AGREES
THAT (A) IN CONNECTION WITH HIS EMPLOYMENT BY THE COMPANY, THE EXECUTIVE WILL BE
INVOLVED IN THE COMPANY'S AND ITS SUBSIDIARIES' (IF ANY) OPERATIONS; (B) IN
ORDER TO