RESIDENCE IN THE SAN FRANCISCO BAY AREA AND/OR THE
CINCINNATI, OHIO METROPOLITAN AREA UP TO AN AGGREGATE AMOUNT OF $25,000 AND UP
TO AN ADDITIONAL $7,500 PER MONTH FOR TWO (2) MONTHS AFTER THE DATE OF THIS
AGREEMENT TO THE EXTENT THAT A CONTRACT FOR THE SALE OF THE PRINCIPAL RESIDENCE
(AS DEFINED BELOW) HAS NOT BEEN EXECUTED BY THE EXECUTIVE.
THE CORPORATION
SHALL ALSO REIMBURSE THE EXECUTIVE FOR THE HOUSING SALE COSTS (DEFINED BELOW).
SUCH EXPENSES SHALL BE REIMBURSED TO THE EXECUTIVE WITHIN TEN (10) BUSINESS DAYS
AFTER THE EXECUTIVE SUBMITS TO THE CORPORATION APPROPRIATE DOCUMENTATION OF
EXPENSES TO BE REIMBURSED.
IN ADDITION, WITHIN SEVEN (7) BUSINESS DAYS AFTER
THE DATE OF THIS AGREEMENT, THE CORPORATION SHALL PAY THE EXECUTIVE A ONE-TIME
RELOCATION ALLOWANCE OF $20,000.
AS SOON AS PRACTICABLE, THE CORPORATION SHALL
MAKE A PAYMENT TO THE EXECUTIVE EQUAL TO SUCH AMOUNT AS SHALL MAKE THE EXECUTIVE
WHOLE ON AN AFTER-TAX BASIS FOR ANY INCOME TAXES INCURRED BY THE EXECUTIVE IN
CONNECTION WITH THE PAYMENTS CONTEMPLATED BY THIS SECTION 6(C).
TO THE EXTENT
NOT EXPLICITLY SET FORTH IN THIS SECTION 6(C), THE EXECUTIVE'S RIGHTS WITH
RESPECT TO THIS SECTION 6(C) SHALL BE DETERMINED BY REFERENCE TO THE
CORPORATION'S RELOCATION POLICIES.
FOR ALL PURPOSES UNDER THIS AGREEMENT,
HOUSING SALE COSTS SHALL MEAN THE (1) ORDINARY CLOSING COSTS ASSOCIATED WITH THE
SALE OF THE EXECUTIVE'S PRINCIPAL RESIDENCE IN SOUTH LEBANON, OHIO (THE
"PRINCIPAL
4
RESIDENCE"), WHICH COSTS SHALL INCLUDE, BUT NOT BE LIMITED TO, REAL ESTATE FEES,
COMMISSIONS, TITLE FEES, ATTORNEY FEES, ESCROW FEES, RECORDING COSTS, TRANSFER
FEES, APPRAISAL FEES, TAXES AND POINTS, ETC., (2) PRE-APPROVED REASONABLE
EXPENSES INCURRED BY THE EXECUTIVE FOLLOWING THE DATE OF THIS AGREEMENT BUT
PRIOR TO MARCH 15, 2003 FOR THE MAINTENANCE OF PRINCIPAL RESIDENCE PRIOR TO ITS
SALE AND (3) PRE-APPROVED REASONABLE EXPENSES INCURRED BY THE EXECUTIVE FOR THE
STAGING OF THE PRINCIPAL RESIDENCE IN CONNECTION WITH ITS SALE.
THE EXECUTIVE
SHALL USE HIS REASONABLE BEST EFFORTS TO CONSUMMATE THE SALE OF THE PRINCIPAL
RESIDENCE IMMEDIATELY FOLLOWING THE DATE OF THIS AGREEMENT, BUT THE EXECUTIVE
MAY, IN HIS REASONABLE DISCRETION, POSTPONE HIS EFFORTS TO SELL THE PRINCIPAL
RESIDENCE AFTER NOVEMBER 15, 2002 THROUGH MARCH 15, 2003.
(D)
EMPLOYMENT BONUS.
WITHIN SEVEN (7) BUSINESS
DAYS AFTER EXECUTION OF THIS AGREEMENT, THE CORPORATION SHALL PAY THE EXECUTIVE
A ONE-TIME BONUS IN THE AMOUNT OF $300,000 (THE "EMPLOYMENT BONUS").
IF THE
EXECUTIVE TERMINATES HIS EMPLOYMENT PURSUANT TO SECTION 1(B) OTHER THAN FOR GOOD
REASON OR WITHOUT GIVING NOTICE AS REQUIRED IN 1(B), OR IF THE EXECUTIVE'S
EMPLOYMENT HEREUNDER IS TERMINATED FOR CAUSE, IN EACH CASE, WITHIN SIX (6) OR
TWELVE (12) MONTHS AFTER THE DATE HEREOF, THE EXECUTIVE SHALL REPAY TO THE
CORPORATION THE FOLLOWING AMOUNTS OF THE EMPLOYMENT BONUS:
(1)
IN THE CASE OF EMPLOYMENT TERMINATION
WITHIN SIX (6) MONTHS AFTER THE DATE HEREOF, $300,000.
(2)
IN THE CASE OF EMPLOYMENT TERMINATION
FOLLOWING THE PERIOD SET FORTH IN 6(D)(1) BUT WITHIN TWELVE (12) MONTHS AFTER
THE DATE HEREOF, $150,000.
Such repayment shall be required to