VACATION PER ANNUM AND SHALL BE ENTITLED TO THE SAME NUMBER OF HOLIDAYS, SICK
DAYS AND OTHER BENEFITS AS ARE GENERALLY ALLOWED TO OTHER SIMILARLY SITUATED
EMPLOYEES OF THE COMPANY IN ACCORDANCE WITH THE COMPANY POLICY IN EFFECT FROM
TIME TO TIME.
(E)
RELOCATION EXPENSES.
THE COMPANY SHALL
REIMBURSE THE EXECUTIVE FOR RELOCATION EXPENSES (AS DEFINED BELOW) UP TO A
MAXIMUM OF $125,000.
FOR PURPOSES OF THIS AGREEMENT, "RELOCATION EXPENSES"
MEANS EXPENSES REASONABLY INCURRED BY THE EXECUTIVE IN CONNECTION WITH (I)
TRAVEL TO AND FROM THE BOCA RATON, FLORIDA AREA TO LOCATE AND PURCHASE A HOME,
(II) TEMPORARY LIVING EXPENSES INCURRED PRIOR TO PURCHASING A HOME IN THE BOCA
RATON, FLORIDA AREA, (III) THE SALE OF THE EXECUTIVE'S EXISTING HOME IN
GREENWOOD VILLAGE, COLORADO, (IV) THE COSTS ANCILLARY TO THE PURCHASE OF A HOME
IN THE BOCA RATON, FLORIDA AREA, SUCH AS APPRAISAL FEES, SURVEY COSTS AND FILING
FEES, AND (V) MOVING PERSONAL PROPERTY TO THE BOCA RATON, FLORIDA AREA.
SECTION 4.
EXCLUSIVITY.
DURING THE
EMPLOYMENT TERM, THE EXECUTIVE SHALL DEVOTE HIS FULL WORKING TIME TO THE
BUSINESS OF THE COMPANY, SHALL FAITHFULLY SERVE THE COMPANY, SHALL IN ALL
RESPECTS CONFORM TO AND COMPLY WITH THE LAWFUL AND REASONABLE DIRECTIONS AND
INSTRUCTIONS GIVEN TO HIM IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, SHALL
USE HIS BEST EFFORTS TO PROMOTE AND SERVE THE INTERESTS OF THE COMPANY, AND
SHALL NOT ENGAGE IN ANY OTHER BUSINESS ACTIVITY, WHETHER OR NOT SUCH ACTIVITY
SHALL BE ENGAGED IN FOR PECUNIARY PROFIT, EXCEPT THAT THE EXECUTIVE MAY (I)
PARTICIPATE IN THE ACTIVITIES OF PROFESSIONAL TRADE ORGANIZATIONS RELATED TO THE
BUSINESS OF THE COMPANY, (II) ENGAGE IN PERSONAL INVESTING ACTIVITIES AND/OR
CHARITABLE ACTIVITIES CONSISTENT WITH THE COMPANY'S POLICY REGARDING INVESTMENTS
(WHICH MAY CHANGE FROM TIME TO TIME) OR (III) WITH THE CONSENT OF THE BOARD,
SERVE AS A MEMBER OF THE BOARD OF DIRECTORS OR ADVISORY BOARDS (OR THEIR
EQUIVALENTS IN THE CASE OF A NON-CORPORATE ENTITY) OF NON-COMPETING BUSINESSES
AND CHARITABLE ORGANIZATIONS, PROVIDED THAT ACTIVITIES SET FORTH IN THESE
CLAUSES (I), (II), OR (III) EITHER SINGLY OR IN THE AGGREGATE, DO NOT INTERFERE
IN ANY MATERIAL RESPECT WITH THE SERVICES TO BE PROVIDED BY THE EXECUTIVE
HEREUNDER.
SECTION 5.
REIMBURSEMENT FOR
EXPENSES.
THE EXECUTIVE IS AUTHORIZED TO INCUR REASONABLE EXPENSES IN THE
DISCHARGE OF THE SERVICES TO BE PERFORMED HEREUNDER,
2
including expenses for travel, entertainment, lodging and similar items in
accordance with the Company's expense reimbursement policy, as the same may be
modified by the Board from time to time.
The Company shall reimburse the
Executive for all such proper expenses upon presentation by the Executive of
itemized accounts of such expenditures in accordance with the financial policy
of the Company, as in effect from time to time.
SECTION 6.
TERMINATION AND DEFAULT.
(A)
EARLY TERMINATION OF THE EMPLOYMENT TERM.
NOTWITHSTANDING SECTION 2 HEREOF, THE EMPLOYMENT TERM SHALL END UPON THE
EARLIEST TO OCCUR OF (I) A TERMINATION OF EXECUTIVE'S EMPLOYMENT DUE TO THE
EXECUTIVE'S DEATH, (II) A TERMINATION BY REASON OF