Common use of Compensation and Fringe Benefits Clause in Contracts

Compensation and Fringe Benefits. (a) The Base Compensation of Employee during the term of this Agreement shall be $620,000, which may be increased from time to time by the Board or, in the case of any proposed decrease, such other amount as mutually may be agreed upon by Employee and Reynolds; provided, however, that such Base Compensation may not be xxxxxxx below said rate of $620,000 without Employee's consent, unless necessitated by general business conditions adversely affecting Reynolds' operations; but, in the event of a reduction, his Base Comxxxxxxxxn shall be fair and reasonable, and any disagreement concerning the same shall be resolved by arbitration in the manner provided in Section 9 below. Employee's Base Compensation shall be reviewed at least annually to determine whether in view of Reynolds' performance during the year any increase is warranted. Resxxxxxxxxity for this determination rests within the sole discretion of the Board, and this provision shall not be construed as requiring any such increase for any given year. (b) Employee shall participate in the Non-Qualified Deferred Compensation Plan and the bonus plan arrangements under the incentive compensation plans for executive officers of Reynolds in effect from time to time and shall be entitled to such axxxxx xxder any future bonus, incentive, or similar compensation plans of Reynolds, as shall, in the determination of the Board, be appropriatx xxx xxnsistent with the purposes of such plans and with the awards granted to other executive officers of Reynolds. (c) Employee shall be eligible to participate in xxx Xxxck Option Plan -1995 of Reynolds, as amended or replaced from time to time, and shall be entxxxxx xx the grant of such options to purchase shares of Class A Common Stock ("Common Stock") of Reynolds under any other future stock option plans for employees and xx xxxxicipate in such other executive compensation incentive plans awarding stock as shall, in the determination of the Board, be appropriate and consistent with the purposes of the plans and with the grants of such options to the executive officers of Reynolds, including but not limited to any restricted stock program xxxxxxxx by Reynolds' shareholders. (d) In addition to the specific bexxxxxx xrovided for Employee under the terms of this Agreement, Reynolds shall provide him with other fringe benefits (including bonxxxx, xxcations, health and disability insurance, pension plan participation and others) at least equivalent to those of the other executive officers of Reynolds and as set forth on Exhibit A attached hereto and made a paxx xxxxxf.

Compensation and Fringe Benefits. (a) The Base Compensation of Employee during Hedexx xxxing the term of this Agreement shall be $620,000250,000, which may be increased from time to time by the Board or, in the case of any proposed decrease, such other amount as mutually may be agreed upon by Employee and ReynoldsHedexx xxx Reynxxxx; providedxxovided, however, that such Base Compensation may not be xxxxxxx reduced below said rate of $620,000 250,000 without Employee's consentHedexx'x xxxsent, unless necessitated by general business conditions adversely affecting ReynoldsReynxxxx' operationsxxerations; but, in the event of a reduction, his Base Comxxxxxxxxn Compensation shall be fair and reasonable, and any disagreement concerning the same shall be resolved by arbitration in the manner provided in Section 9 7 below. Employee's Base Hedexx'x Xxxe Compensation shall be reviewed at least annually to determine whether in view of ReynoldsReynxxxx' performance xxrformance during the year any increase is warranted. Resxxxxxxxxity Responsibility for this determination rests within the sole discretion of the Board, and this provision shall not be construed as requiring any such increase for any given year. (b) Employee shall participate Hedexx xxxll continue his participation in the Non-Qualified Deferred Compensation Plan and the existing bonus plan arrangements under the incentive compensation plans Incentive Compensation Plans (or their equivalent) for executive officers of Reynolds in effect from time to time and Reynxxxx xxx shall be entitled to such axxxxx xxder awards under any future bonus, incentive, or similar compensation plans of ReynoldsReynxxxx, as xx shall, in the determination of the Board, be appropriatx xxx xxnsistent appropriate and consistent with the purposes of such plans and with the awards granted to other executive officers of ReynoldsReynxxxx. (c) Employee Hedexx xxxll continue to be eligible for participation in the Stock Option Plan - 1995 of Reynxxxx xxx shall be eligible entitled to participate in xxx Xxxck Option Plan -1995 of Reynolds, as amended or replaced from time to time, and shall be entxxxxx xx the grant of such options to purchase shares of Class A Common Stock ("Common Stock") of Reynolds under Reynxxxx xxxer any other future stock option plans for employees and xx xxxxicipate to participate in such other executive compensation incentive plans awarding stock as shall, in the determination of the Board, be appropriate and consistent with the purposes of the plans and with the grants of such options to the executive officers of Reynolds, including but not limited to any restricted stock program xxxxxxxx by Reynolds' shareholdersReynxxxx. (d) In addition to the specific bexxxxxx xrovided benefits provided for Employee under Hedexx xxxer the terms of this Agreement, Reynolds shall Reynxxxx xxxll provide him with other fringe benefits (including bonxxxxbonuses, xxcationsvacations, health and disability insurance, pension plan participation and others) at least equivalent to those of the other executive officers of Reynolds and Reynxxxx xxx as set forth on Exhibit A B attached hereto and made a paxx xxxxxfpart hereof.

Compensation and Fringe Benefits. (a) The Base Compensation of Employee during the term of this Agreement shall be $620,000500,000, which may be increased from time to time by the Board or, in the case of any proposed decrease, such other amount as mutually may be agreed upon by Employee and ReynoldsReynxxxx; providedxxovided, however, that such Base Compensation may not be xxxxxxx reduced below said rate of $620,000 500,000 without Employee's consent, unless necessitated by general business conditions adversely affecting ReynoldsReynxxxx' operationsxxerations; but, in the event of a reduction, his Base Comxxxxxxxxn Compensation shall be fair and reasonable, and any disagreement concerning the same shall be resolved by arbitration in the manner provided in Section 9 below. Employee's Base Compensation shall be reviewed at least annually to determine whether in view of ReynoldsReynxxxx' performance xxrformance during the year any increase is warranted. Resxxxxxxxxity Responsibility for this determination rests within the sole discretion of the Board, and this provision shall not be construed as requiring any such increase for any given year. (b) Employee shall participate in the Nonnon-Qualified Deferred Compensation Plan qualified deferred plan referred to in Section 1(m) above and the bonus plan arrangements under the incentive compensation plans Incentive Compensation Plans (or their equivalent) for executive officers of Reynolds in effect from time to time and Reynxxxx xxx shall be entitled to such axxxxx xxder awards under any future bonus, incentive, or similar compensation plans of ReynoldsReynxxxx, as xx shall, in the determination of the Board, be appropriatx xxx xxnsistent appropriate and consistent with the purposes of such plans and with the awards granted to other executive officers of ReynoldsReynxxxx. (c) Employee shall be eligible to participate in xxx Xxxck the Stock Option Plan -1995 of Reynolds, as amended or replaced from time to time, and Reynxxxx xxx shall be entxxxxx xx entitled to the grant of such options to purchase shares of Class A Common Stock ("Common Stock") of Reynolds under Reynxxxx xxxer any other future stock option plans for employees and xx xxxxicipate to participate in such other executive compensation incentive plans awarding stock as shall, in the determination of the Board, be appropriate and consistent with the purposes of the plans and with the grants of such options to the executive officers of ReynoldsReynxxxx. Xxfective the date hereof, including but not limited to any restricted Reynxxxx xxxeby awards Employee non-qualified stock program xxxxxxxx by Reynolds' shareholdersoptions covering 300,000 shares of Common Stock on the terms and conditions of the Stock Option Agreements entered into between the parties simultaneously herewith and attached hereto as Exhibits B and C and made a part hereof. (d) Reynxxxx xxxeby agrees to grant to Employee additional non-qualified stock options covering 200,000 shares of Common Stock at the option price of one cent ($.01) per share. The Stock Option Agreement to be used for this option is attached hereto as Exhibit D and made a part hereof. (e) In addition to the specific bexxxxxx xrovided benefits provided for Employee under the terms of this Agreement, Reynolds shall Reynxxxx xxxll provide him with other fringe benefits (including bonxxxxbonuses, xxcationsvacations, health and disability insurance, pension plan participation and others) at least equivalent to those of the other executive officers of Reynolds and Reynxxxx xxx as set forth on Exhibit A E attached hereto and made a paxx xxxxxfpart hereof. Notwithstanding anything contained herein or in any Incentive Compensation Plans in which Employee participates, Reynxxxx xxxll pay to Employee a bonus of at least $350,000 for the period ended September 30, 1999, payable not later than November 30, 1999; provided, however, Employee shall be continuously employed by Reynxxxx xxxm the date hereof at least through September 30, 1999.

Compensation and Fringe Benefits. (a) The Base Compensation of Employee during the term of this Agreement shall be $620,000500,000, which may be increased from time to time by the Board or, in the case of any proposed decrease, such other amount as mutually may be agreed upon by Employee and Reynolds; provided, however, that such Base Compensation may not be xxxxxxx bx xxxxxxd below said rate of $620,000 500,000 without Employee's consent, unless necessitated by general business conditions adversely affecting Reynolds' operations; but, in the event of a reduction, his Base Comxxxxxxxxn Cxxxxxxxxion shall be fair and reasonable, and any disagreement concerning the same shall be resolved by arbitration in the manner provided in Section 9 below. Employee's Base Compensation shall be reviewed at least annually to determine whether in view of Reynolds' performance during the year any increase is warranted. Resxxxxxxxxity Rxxxxxxxxility for this determination rests within the sole discretion of the Board, and this provision shall not be construed as requiring any such increase for any given year. (b) Employee shall participate in the Nonnon-Qualified Deferred Compensation Plan qualified deferred plan referred to in Section 1(m) above and the bonus plan arrangements under the incentive compensation plans Incentive Compensation Plans (or their equivalent) for executive officers of Reynolds in effect from time to time and shall be entitled to such axxxxx xxder awards under any future bonusbonxx, incentivexxxxntive, or similar compensation plans of Reynolds, as shall, in the determination of the Board, be appropriatx approprixxx xxx xxnsistent consistent with the purposes of such plans and with the awards granted to other executive officers of Reynolds. (c) Employee shall be eligible to participate in xxx Xxxck txx Xxxxx Option Plan -1995 of Reynolds, as amended or replaced from time to time, Reynolds and shall be entxxxxx xx entitled to the grant of such options to purchase shares purxxxxx xxares of Class A Common Stock ("Common Stock") of Reynolds under any other future stock option plans for employees and axx xx xxxxicipate xxrticipate in such other executive compensation incentive plans awarding stock as shall, in the determination of the Board, be appropriate and consistent with the purposes of the plans and with the grants of such options to the executive officers of Reynolds. Effective the date hereof, including but not limited to any restricted Reynolds hereby awards Employxx xxx-xualified stock program xxxxxxxx by Reynolds' shareholdersoptions coverixx 000,000 shares of Common Stock on the terms and conditions of the Stock Option Agreements entered into between the parties simultaneously herewith and attached hereto as Exhibits B and C and made a part hereof. (d) Reynolds hereby agrees to grant to Employee additional non-qualifixx xxxxx options covering 200,000 shares of Common Stock at the option price of one cent ($.01) per share. The Stock Option Agreement to be used for this option is attached hereto as Exhibit D and made a part hereof. (e) In addition to the specific bexxxxxx xrovided benefits provided for Employee under the terms of this Agreement, Reynolds shall provide him with other fringe benefits (including bonxxxxbxxxxxx, xxcationsvacations, health and disability insurance, pension plan participation and others) at least equivalent to those of the other executive officers of Reynolds and as set forth on Exhibit A E attached hereto and made a paxx xxxxxfxxxx xxxeof. Notwithstanding anything contained herein or in any Incentive Compensation Plans in which Employee participates, Reynolds shall pay to Employee a bonus of at least $350,000 for thx xxxxxx ended September 30, 1999, payable not later than November 30, 1999; provided, however, Employee shall be continuously employed by Reynolds from the date hereof at least through September 30, 1999.

Compensation and Fringe Benefits. (a) The Effective January 1, 1999, the Base Compensation of Employee during Holmxx xxxing the then remaining term of this Agreement shall be $620,000640,000, which may be increased from time to time by the Board or, in the case of any proposed decrease, such other amount as mutually may be agreed upon by Employee and ReynoldsHolmxx xxx Reynxxxx; providedxxovided, however, that such Base Compensation may not be xxxxxxx reduced below said rate of $620,000 640,000 ($560,000 for the period from the date hereof through December 31, 1998) without Employee's consentHolmxx' xxnsent, unless necessitated by general business conditions adversely affecting ReynoldsReynxxxx' operationsxxerations; but, in the event of a reduction, his Base Comxxxxxxxxn Compensation shall be fair and reasonable, and any disagreement concerning the same shall be resolved by arbitration in the manner provided in Section 9 10 below. Employee's Base Holmxx' Xxse Compensation shall be reviewed at least annually to determine whether in view of ReynoldsReynxxxx' performance xxrformance during the year any increase is warranted. Resxxxxxxxxity Responsibility for this determination rests within the sole discretion of the Board, and this provision shall not be construed as requiring any such increase for any given year. (b) Employee shall participate Holmxx xxxll continue his participation in the Non-Qualified existing Deferred Compensation Plan and the existing bonus plan arrangements under the incentive compensation plans Incentive Compensation Plans (or their equivalent) for executive officers of Reynolds in effect from time to time and Reynxxxx xxx shall be entitled to such axxxxx xxder awards under any future bonus, incentive, or similar compensation plans of ReynoldsReynxxxx, as xx shall, in the determination of the Board, be appropriatx xxx xxnsistent appropriate and consistent with the purposes of such plans and with the awards granted to other executive officers of ReynoldsReynxxxx. (c) Employee shall Holmxx xxxll continue to be eligible to participate for participation in xxx Xxxck the Stock Option Plan -1995 of Reynolds, as amended or replaced from time to time, and Reynxxxx xxx shall be entxxxxx xx entitled to the grant of such options to purchase shares of Class A Common Stock ("Common Stock") of Reynolds under Reynxxxx xxxer any other future stock option plans for employees and xx xxxxicipate to participate in such other executive compensation incentive plans awarding stock as shall, in the determination of the Board, be appropriate and consistent with the purposes of the plans and with the grants of such options to the executive officers of Reynolds, including but not limited to any restricted stock program xxxxxxxx by Reynolds' shareholders. (d) In addition to the specific bexxxxxx xrovided for Employee under the terms of this Agreement, Reynolds shall provide him with other fringe benefits (including bonxxxx, xxcations, health and disability insurance, pension plan participation and others) at least equivalent to those of the other executive officers of Reynolds and as set forth on Exhibit A attached hereto and made a paxx xxxxxf.plans