CONSULTANT FOR PERSONAL FINANCIAL AND TAX PLANNING.
AT THE
END OF THE CONSULTING PERIOD, EXECUTIVE WILL BE GIVEN THE AUTOMOBILE HE IS THEN
USING (WHICH WILL BE A CADILLAC ESCALADE OR EQUIVALENT VEHICLE) WITHOUT
ADDITIONAL PAYMENT.
(E)
IF ANY OF THE PAYMENTS (EXCEPT FOR HIS CONSULTING FEES AND
BONUSES), REIMBURSEMENTS OR BENEFITS RECEIVED OR TO BE RECEIVED BY EXECUTIVE
PURSUANT TO THE TERMS OF THIS AGREEMENT (ALL SUCH PAYMENTS, REIMBURSEMENTS AND
BENEFITS, EXCLUDING THE GROSS-UP PAYMENT, BEING HEREINAFTER REFERRED TO AS THE
"TOTAL PAYMENTS") WILL BE SUBJECT TO ANY FEDERAL, STATE OR LOCAL INCOME TAX (THE
"INCOME TAX"), THE CORPORATION SHALL PAY TO EXECUTIVE, OR TO THE APPROPRIATE
TAXING AUTHORITIES, CONSISTENT WITH PAST CORPORATION PRACTICES, AN ADDITIONAL
AMOUNT (THE "GROSS-UP PAYMENT") SUCH THAT THE NET AMOUNT RETAINED BY EXECUTIVE,
AFTER DEDUCTION OF ANY INCOME TAX ON THE TOTAL PAYMENTS AND ANY FEDERAL, STATE
AND LOCAL INCOME LEVIED UPON THE GROSS-UP PAYMENT, AND AFTER TAKING INTO ACCOUNT
THE PHASE OUT OF ITEMIZED DEDUCTIONS AND PERSONAL EXEMPTIONS ATTRIBUTABLE TO THE
GROSS-UP PAYMENT, SHALL BE EQUAL TO THE TOTAL PAYMENTS. ANY GROSS-UP PAYMENTS
SHALL BE MADE DIRECTLY TO THE APPROPRIATE TAXING AUTHORITIES OR PAID TO
EXECUTIVE WITHIN TEN (10) DAYS FOLLOWING THE DATE THE INCOME TAX IS PAID BY
EXECUTIVE.
4.
INDEPENDENT CONTRACTOR. DURING THE CONSULTING PERIOD, THE
EXECUTIVE SHALL BE AN INDEPENDENT CONTRACTOR AND NOT AN EMPLOYEE OF THE
CORPORATION.
5.
INDEMNIFICATION.
DURING THE TERM OF THIS AGREEMENT AND AFTER THE
END OF THE CONSULTING PERIOD FOR A PERIOD OF THREE (3) YEARS, THE CORPORATION
SHALL INDEMNIFY EXECUTIVE AND HOLD EXECUTIVE HARMLESS FROM AND AGAINST ANY
CLAIM, LOSS OR CAUSE OF ACTION ARISING FROM OR OUT OF EXECUTIVE'S PERFORMANCE OF
SERVICES FOR THE CORPORATION OR ANY OF ITS SUBSIDIARIES OR OTHER AFFILIATES OR
IN ANY OTHER CAPACITY, INCLUDING ANY FIDUCIARY CAPACITY, IN WHICH EXECUTIVE
SERVES AT THE CORPORATION'S REQUEST, IN EACH CASE TO THE MAXIMUM EXTENT
PERMITTED BY LAW AND UNDER THE CORPORATION'S ARTICLES OF INCORPORATION AND
BY-LAWS (THE "GOVERNING DOCUMENTS"), PROVIDED THAT IN NO EVENT SHALL THE
PROTECTION AFFORDED TO EXECUTIVE HEREUNDER BE LESS THAN THAT AFFORDED UNDER THE
GOVERNING DOCUMENTS AS IN EFFECT ON THE DATE OF THIS AGREEMENT EXCEPT FROM
CHANGES MANDATED BY LAW.
DURING THE CONSULTING PERIOD AND FOR A PERIOD OF THREE
(3) YEARS THEREAFTER, EXECUTIVE SHALL BE COVERED BY ANY POLICY OF DIRECTORS AND
OFFICERS LIABILITY INSURANCE MAINTAINED BY THE CORPORATION FOR THE BENEFIT OF
ITS OFFICERS AND DIRECTORS.
6.
ASSIGNMENT; BINDING AGREEMENT.
IN ADDITION TO ANY OBLIGATIONS
IMPOSED BY LAW UPON ANY SUCCESSOR TO, OR TRANSFEROR OF,
THE CORPORATION, THE
CORPORATION WILL REQUIRE ANY SUCCESSOR TO, OR TRANSFEROR OF, ALL OR
SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE CORPORATION OR THE STOCK
OF THE CORPORATION (WHETHER DIRECT OR INDIRECT, BY PURCHASE, MERGER,
REORGANIZATION, LIQUIDATION, CONSOLIDATION OR OTHERWISE) TO EXPRESSLY ASSUME AND
AGREE TO PERFORM THIS AGREEMENT, IN THE SAME MANNER AND TO THE SAME EXTENT THAT
THE CORPORATION WOULD BE REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION HAD TAKEN
PLACE.
THIS AGREEMENT