DETERMINED BY THE COMMITTEE IN ITS SOLE DISCRETION.
(D)
FRINGE BENEFITS.
DURING THE TERM, THE COMPANY SHALL ALSO MAKE
AVAILABLE TO EXECUTIVE SUCH BENEFITS AND PERQUISITES AS ARE GENERALLY PROVIDED
BY THE COMPANY TO ITS EXECUTIVES AT EXECUTIVE'S LEVEL OF RESPONSIBILITY
(INCLUDING PAYMENT OF THE REASONABLE COSTS OF EXECUTIVE'S CAR LEASE/DRIVER ON
TERMS SUBSTANTIALLY SIMILAR TO THOSE IN PLACE ON THE DATE HEREOF), PROVIDED,
HOWEVER, THAT NOTHING HEREIN CONTAINED SHALL BE DEEMED TO REQUIRE THE COMPANY TO
ADOPT, MAINTAIN OR CONTINUE IN EFFECT ANY PARTICULAR PLAN OR POLICY.
EXECUTIVE
SHALL FURTHER BE ENTITLED TO PAID VACATION, HOLIDAYS, PERSONAL DAYS AND SICK
DAYS IN ACCORDANCE WITH THE COMPANY'S STANDARD POLICIES AND PROCEDURES IN EFFECT
FROM TIME TO TIME; PROVIDED, HOWEVER, EXECUTIVE SHALL BE ENTITLED TO FOUR WEEKS
OF VACATION PER YEAR.
DURING THE TERM, THE COMPANY SHALL PROVIDE TO EXECUTIVE
LIFE INSURANCE COVERAGE OR OTHER DEATH BENEFITS IN AN AMOUNT DETERMINED BY THE
COMPANY (BUT IN ANY EVENT NO LESS THAN $1,400,000), PAYABLE IN THE EVENT
EXECUTIVE DIES DURING THE TERM. THE EXECUTIVE SHALL BE ENTITLED TO NAME THE
BENEFICIARY OR BENEFICIARIES OF SUCH BENEFITS. THE EXECUTIVE SHALL COOPERATE
WITH THE EMPLOYER TO PROVIDE ALL INFORMATION NECESSARY TO OBTAIN SUCH POLICY AND
SHALL MAKE HIMSELF AVAILABLE FOR ANY MEDICAL EXAMINATIONS REQUIRED BY THE
INSURANCE COMPANY PROVIDING SUCH POLICY. NOTWITHSTANDING ANYTHING ELSE CONTAINED
HEREIN, THE COMPANY SHALL NOT HAVE TO PAY ANY COSTS FOR THE CAR LEASE, DRIVER OR
LIFE INSURANCE COVERAGE DESCRIBED IN THIS SECTION 3(D) IN EXCESS OF $110,000 IN
ANY CALENDAR YEAR OF THE TERM.
(E)
EXPENSES.
DURING THE TERM, THE COMPANY SHALL
REIMBURSE EXECUTIVE IN ACCORDANCE WITH APPLICABLE COMPANY POLICY IN EFFECT FROM
TIME TO TIME, FOR NORMAL, REASONABLE AND APPROVED OUT-OF-POCKET BUSINESS
EXPENSES INCURRED BY EXECUTIVE IN CONNECTION WITH THE PERFORMANCE OF HIS DUTIES
AND RESPONSIBILITIES HEREUNDER; PROVIDED THAT EXECUTIVE SUBMITS DOCUMENTATION
REASONABLY REQUIRED BY COMPANY EXPENSE REIMBURSEMENT POLICIES AND PROCEDURES IN
EFFECT AND AS AMENDED FROM TIME TO TIME.
(F)
WITHHOLDING.
ALL AMOUNTS OF COMPENSATION PAYABLE TO EXECUTIVE
HEREUNDER SHALL BE SUBJECT TO, AND PAID AFTER REDUCTION FOR, ANY AND ALL
REQUIRED DEDUCTIONS OR WITHHOLDINGS FOR FEDERAL, STATE, LOCAL AND FOREIGN INCOME
TAX WITHHOLDING, SOCIAL SECURITY, MEDICARE, UNEMPLOYMENT OR OTHER SIMILAR
GOVERNMENT BENEFIT OR INSURANCE CONTRIBUTIONS, AND ANY OTHER DEDUCTIONS OR
WITHHOLDINGS REQUIRED BY LAW OR AUTHORIZED BY EXECUTIVE.
(G)
ATTORNEY'S FEES.
THE COMPANY WILL REIMBURSE EXECUTIVE FOR LEGAL
FEES WITH RESPECT TO THE NEGOTIATION, PREPARATION AND EXECUTION OF THIS
AGREEMENT (UP TO A MAXIMUM REIMBURSEMENT AMOUNT OF $10,000).
4.
SPECIAL COVENANTS.
(A)
NONDISCLOSURE OF CONFIDENTIAL AND
PROPRIETARY INFORMATION.
(I)
EXECUTIVE ACKNOWLEDGES THAT BEFORE AND
DURING THE TERM, EXECUTIVE HAS HAD AND WILL HAVE ACCESS TO AND POSSESSION OF
TRADE SECRETS, CONFIDENTIAL INFORMATION AND/OR PROPRIETARY INFORMATION
(COLLECTIVELY, AND AS DEFINED MORE EXTENSIVELY BELOW, "CONFIDENTIAL
INFORMATION") OF THE COMPANY AND
3
ITS RELATED ENTITIES AND THEIR RESPECTIVE CLIENTS.
EXECUTIVE RECOGNIZES AND
ACKNOWLEDGES THAT THIS CONFIDENTIAL INFORMATION IS VALUABLE, SPECIAL AND UNIQUE
TO THE BUSINESS OF THE COMPANY AND EACH RELATED ENTITY, AND THAT ACCESS TO AND