Common use of Compensation and General Benefits Clause in Contracts

Compensation and General Benefits. As compensation for his services under this Agreement, the Executive shall be compensated as follows: (a) The Corporation shall pay the Executive an annual salary which is not less than the greater of $150,000 payable in accordance with the Company's regular payroll schedule ("Base Salary"), less applicable withholdings and deductions. Such salary shall be payable in periodic equal installments which are no less frequent than the periodic installments relating to his salary immediately prior to the effective date of this agreement. Such salary shall be subject to normal periodic review at least annually based on the policies of the Corporation and contributions to the enterprises. (b) The Executive shall be eligible to participate in such profit-sharing, bonus, incentive, stock options and performance award programs which provide opportunities to receive compensation which are the greater of opportunities (i) then provided by the Corporation to executives with reasonably comparable authority and duties (and in any event not lesser than those provided to executives with junior authority or duties), or (ii) available to the Executive immediately prior to the effective date of this Agreement. (c) The Executive shall be entitled to receive employee benefits, including, without limitation, pension, disability, group life, sickness, accident and health insurance programs and split-dollar life insurance programs, and prerequisites provided by the Corporation to executives which are the greater of the employee benefits and prerequisites (i) then provided by the Corporation to executives with comparable authority or duties (and in any event not lesser than those provided to executives with junior authority or duties), or (ii) available to the Executive immediately prior to the effective date of this Agreement. (d) The Company shall reimburse Executive for all reasonable management approved expenses including, a) business development expenses, such as travel and entertainment and cellular telephone, and b) expenses incurred in setting up office operations, such as rent for office space, telephone lines, office supplies and equipment, printing, furniture, taxes, documentation, insurance and fees which are the greater of opportunities (i) then provided by the Corporation to executives with reasonably comparable authority and duties (and in any event not lesser than those provided to executives with junior authority or duties), or (ii) available to the Executive immediately prior to the effective date of this Agreement.

Compensation and General Benefits. As compensation for his services under this Agreement, the Executive shall be compensated as follows: (a) The Corporation shall pay to the Executive an annual base salary which is not less than the greater of $150,000 payable in accordance with (i) his rate of annual base salary from the Company's regular payroll schedule Corporation immediately prior to the date of this Agreement, or ("Base Salary"), less applicable withholdings and deductionsii) any subsequently established higher annual base salary. Such salary shall be payable in periodic equal installments which are no less frequent than the periodic installments relating to his the Executive's salary immediately prior to the effective date of this agreementAgreement. Such salary shall be subject to normal periodic review at least annually for increases based on the salary policies of the Corporation and the Executive's contributions to the enterprisesenterprise. (b) The Throughout the Employment Period, the Executive shall be entitled to participate in such pension, profit sharing, stock incentive, bonus or incentive compensation, stock option, stock purchase, incentive, group and individual disability, group and individual life, survivor income, sickness, accident, dental, medical and health benefits and other plans of the Corporation which are in effect immediately prior to the date of this Agreement and in any successor or additional benefit programs, plans or arrangements of the Corporation which may be established by the Corporation, as and to the extent any such benefit programs, plans and arrangements are or may from time to time be in effect, as determined by the Corporation and the terms hereof and as and to the extent that the Executive is eligible to participate in such profit-sharingplans under the terms of such plans. In the event the terms of such benefit programs, bonus, incentive, stock options plans and performance award programs which provide opportunities to receive compensation which are arrangements contradict the greater of opportunities (i) then provided by the Corporation to executives with reasonably comparable authority and duties (and in any event not lesser than those provided to executives with junior authority or duties), or (ii) available to the Executive immediately prior to the effective date terms of this Agreement. (c) The , the provisions of this Agreement shall control. Throughout the Employment Period, the Executive shall also be entitled to receive employee benefitsthe receipt of any personal benefits from the Corporation at the Corporation's expense which he has heretofore received from the Corporation. The group and individual disability programs, includingmonthly auto allowance, without limitation, pension, disability, group life, sickness, accident and health insurance programs and split-split dollar life insurance coverage provided for the Corporation's executive officers are continually being reviewed and the Executive will be entitled to come under the programs as revised in the event revisions are made which are approved by the Corporation's Board of Directors. The term "benefit programs, and prerequisites provided by the Corporation to executives which are the greater plans, or arrangements of the employee benefits and prerequisites (i) then provided by the Corporation to executives with comparable authority or duties (and Corporation" as used in any event not lesser than those provided to executives with junior authority or duties), or (ii) available this Agreement refers to the Executive immediately prior to the effective date matters in this Section 1.2(b). For purposes of this Agreement. (d) The Company shall reimburse Executive for all reasonable management approved expenses including, a) business development expenses"tax benefits" include, such as travel among other things, the benefits of non-taxable benefits, tax deferral, tax-free accumulation, special distribution taxation treatment and entertainment and cellular telephone, and b) expenses incurred in setting up office operations, such as rent for office space, telephone lines, office supplies and equipment, printing, furniture, taxes, documentation, insurance and fees which are the greater of opportunities (i) then provided by the Corporation to executives with reasonably comparable authority and duties (and in any event not lesser than those provided to executives with junior authority or duties), or (ii) available to the Executive immediately prior to the effective date of this Agreement.like. ARTICLE II

Compensation and General Benefits. As compensation for his services under this Agreement, the Executive shall be compensated as follows: (a) The Corporation shall initially pay the Executive an annual base salary which is not less than the greater of $150,000 payable in accordance with the Company's regular payroll schedule ("Base Salary")130,000, less applicable withholdings and deductions. Such salary which shall be payable in periodic equal installments which are no less frequent than the periodic installments relating to his salary immediately prior to the effective date in effect for salaries of this agreement. Such salary shall be subject to normal periodic review at least annually based on the policies senior executives of the Corporation and contributions to the enterprises. (b) The Executive shall be eligible to participate in such profit-sharing, bonus, incentive, stock options and performance award programs which provide opportunities to receive compensation which are the greater of opportunities (i) then provided by the Corporation to executives with reasonably comparable authority and duties (and in any event not lesser than those provided to executives with junior authority or duties), or (ii) available to the Executive immediately prior to the effective date of this Agreement. (c) The Executive . Such base salary shall be entitled subject to receive employee benefits, including, without limitation, pension, disability, group life, sickness, accident and health insurance programs and split-dollar life insurance programs, and prerequisites provided normal periodic review by the Corporation to executives which are the greater Compensation Committee of the employee benefits Board of Directors of the Corporation (the "Compensation Committee"), at least annually, for increases based on the policies established by the Compensation Committee and prerequisites based on the Executive's contributions to the enterprise. Notwithstanding the foregoing, until the earlier to occur of (i) then provided by such time as the Corporation receives at any time or from time to executives with comparable authority time hereafter net proceeds from one or duties (and more equity investments, whether through the sale of common or preferred stock of the Corporation or otherwise, in any event not lesser than those provided an amount equal to executives with junior authority or duties)exceeding, in the aggregate, $3,000,000, or (ii) available January 3, 2000, the Executive agrees that one-half of his base salary shall not be paid but shall accrue, with all such accrued amounts to be paid immediately following the earlier to occur of the Corporation's receipt of such net proceeds or January 3, 2000. (b) The Executive also shall be eligible for periodic incentive compensation payments, commencing after the Corporation has reported net earnings for two consecutive calendar quarters, in amounts the Compensation Committee considers appropriate in its sole and absolute discretion. Any such compensation, in the form of cash paid to the Executive immediately prior as a bonus or as part of a profit or incentive cash compensation program established from time to time, shall be hereinafter referred to as "Incentive Compensation." Promptly after the effective date of this Agreement. (d) The Company Corporation reports net earnings for two consecutive calendar quarters, the Compensation Committee shall reimburse meet to determine whether to pay Executive for all reasonable management approved expenses includingan incentive bonus. Thereafter, a) business development expensesso long as the Corporation remains profitable, such as travel and entertainment and cellular telephonethe Compensation Committee shall consider, and b) expenses incurred in setting up office operationsat least annually, such as rent for office space, telephone lines, office supplies and equipment, printing, furniture, taxes, documentation, insurance and fees which are the greater of opportunities (i) then provided by whether to cause the Corporation to executives with reasonably comparable authority and duties (and in any event not lesser than those provided pay incentive bonuses to executives with junior authority or duties)Executive; provided, or (ii) available however, that the Corporation shall have no obligation hereunder to the Executive immediately prior pay such incentive bonus to the effective date of this AgreementExecutive.

Compensation and General Benefits. As compensation for his services under this Agreement, the Executive shall be compensated as follows: (a) The Corporation shall initially pay the Executive an annual base salary which is not less than the greater of $150,000 payable in accordance with the Company's regular payroll schedule ("Base Salary")160,000, less applicable withholdings and deductions. Such salary which shall be payable in periodic equal installments which are no less frequent than the periodic installments relating to his salary immediately prior to the effective date in effect for salaries of this agreement. Such salary shall be subject to normal periodic review at least annually based on the policies senior executives of the Corporation and contributions to the enterprises. (b) The Executive shall be eligible to participate in such profit-sharing, bonus, incentive, stock options and performance award programs which provide opportunities to receive compensation which are the greater of opportunities (i) then provided by the Corporation to executives with reasonably comparable authority and duties (and in any event not lesser than those provided to executives with junior authority or duties), or (ii) available to the Executive immediately prior to the effective date of this Agreement. Such base salary shall be subject to normal periodic review by the Board of Directors of the Corporation (the "Board"), at least annually, for increases based on the policies established by the Board, taking into account Parent's compensation policies and based on the Executive's contributions to the enterprise. (b) The Executive also shall be eligible for annual bonus compensation payments (which may include grants of stock options under Parent's incentive stock option plan), based upon his contribution to the Corporation's business and the Corporation's financial condition and recent results of operations, in such amounts, if any, as the Board considers appropriate in its sole and absolute discretion, determined in a manner consistent with bonus compensation determinations or stock option grants for senior executives of Parent. Any such bonus compensation, whether in the form of cash paid to the Executive as a bonus or as part of a profit or incentive cash compensation program established from time to time, or in the form of stock options or other equity-based grants, are hereinafter referred to as "Incentive Compensation." (c) The In recognition of the Executive's past services performed for the Corporation, the Executive shall be entitled to receive employee benefitsfrom the Corporation a performance bonus in the form of a lump sum cash payment, includingto be paid within five (5) business days after the Effective Time, without limitation, pension, disability, group life, sickness, accident and health insurance programs and split-dollar life insurance programs, and prerequisites provided in an amount equal to two times the sum of the Executive's then effective annual base salary plus any Incentive Compensation paid by the Corporation to executives which are to, and/or accrued for the greater of benefit of, the employee benefits and prerequisites Executive during the twelve- (12-) month period immediately preceding the Effective Time (the "Performance Bonus"). Schedule A attached hereto contains: (i) then provided by a calculation of the Corporation to executives with comparable authority or duties (and in any event not lesser than those provided to executives with junior authority or duties), or Performance Bonus; (ii) available all outstanding stock options now held by the Executive; and (iii) the principal amount of Executive's promissory note made to the Corporation pursuant to that certain Restricted Stock Purchase Agreement between the Executive immediately prior and the Corporation, dated June 16, 2000, and a calculation of interest to the effective date of this Agreementaccrue on such note through December 31, 2000. (d) During the Employment Period, the Executive shall be entitled to such fringe benefits as are now or hereafter made available to the Corporation's executive officers generally and to participate in the Corporation's 401(k) plan, as well as such plans of the Corporation relating to stock options, employee stock ownership, pension, thrift, profit-sharing, group life insurance, medical coverage, education, or other retirement or employee benefits as the Corporation has adopted or may hereafter adopt, if any, for the benefit of its executive officers and shall be entitled to grants of stock options for the purchase of Parent common stock in amounts consistent with any amounts granted from time to time to the senior executives of Parent. (e) The Company Corporation shall reimburse the Executive for all his reasonable management approved expenses including, a) business development expenses, such as travel and entertainment and cellular telephone, and b) out-of-pocket expenses incurred in setting up office operationsconnection with performing his duties hereunder on behalf of the Corporation, subject to the Executive's compliance with the Corporation's policies for expense reimbursement as in effect from time to time. (f) During the Employment Period, the Corporation shall maintain a "split dollar" term insurance policy in the face amount of $500,000 on the life of Executive, with the beneficiary thereof to be such person, trust or entity as rent for office spaceExecutive shall designate from time to time, telephone lines, office supplies and equipment, printing, furniture, taxes, documentation, in addition to any group life insurance and fees which are the greater of opportunities (i) then provided coverage maintained by the Corporation to executives with reasonably comparable authority and duties (and in any event not lesser than those provided to executives with junior authority or duties), or (ii) available to for which the Executive immediately prior is eligible. During the Employment Period, the Corporation shall pay all premiums as and when due on such policy, and upon termination or expiration of the Employment Period, the Corporation shall assign such policy to Executive. The Corporation at all times shall be free to purchase insurance up to an amount of $1,000,000 on the effective date life of this AgreementExecutive, naming the Corporation or its designees as beneficiary, and Executive agrees to cooperate fully in applying for such insurance, including submitting to medical examinations.

Compensation and General Benefits. As compensation for his services under this Agreement, the Executive shall be compensated as follows: (a) The Corporation shall initially pay the Executive an annual base salary which is not less than the greater of $150,000 payable in accordance with the Company's regular payroll schedule ("Base Salary")150,000, less applicable withholdings and deductions. Such salary which shall be payable in periodic equal installments which are no less frequent than the periodic installments relating to his salary immediately prior to the effective date in effect for salaries of this agreement. Such salary shall be subject to normal periodic review at least annually based on the policies senior executives of the Corporation and contributions to the enterprises. (b) The Executive shall be eligible to participate in such profit-sharing, bonus, incentive, stock options and performance award programs which provide opportunities to receive compensation which are the greater of opportunities (i) then provided by the Corporation to executives with reasonably comparable authority and duties (and in any event not lesser than those provided to executives with junior authority or duties), or (ii) available to the Executive immediately prior to the effective date of this Agreement. (c) The Executive . Such base salary shall be entitled subject to receive employee benefits, including, without limitation, pension, disability, group life, sickness, accident and health insurance programs and split-dollar life insurance programs, and prerequisites provided normal periodic review by the Corporation to executives which are the greater Compensation Committee of the employee benefits Board of Directors of the Corporation (the "Compensation Committee"), at least annually, for increases based on the policies established by the Compensation Committee and prerequisites based on the Executive's contributions to the enterprise. Notwithstanding the foregoing, until the earlier to occur of (i) then provided by such time as the Corporation receives at any time or from time to executives with comparable authority time hereafter net proceeds from one or duties (and more equity investments, whether through the sale of common or preferred stock of the Corporation or otherwise, in any event not lesser than those provided an amount equal to executives with junior authority or duties)exceeding, in the aggregate, $3,000,000, or (ii) available January 3, 2000, the Executive agrees that one-half of his base salary shall not be paid but shall accrue, with all such accrued amounts to be paid immediately following the earlier to occur of the Corporation's receipt of such net proceeds or January 3, 2000. (b) The Executive also shall be eligible for periodic incentive compensation payments, commencing after the Corporation has reported net earnings for two consecutive calendar quarters, in amounts the Compensation Committee considers appropriate in its sole and absolute discretion. Any such compensation, in the form of cash paid to the Executive immediately prior as a bonus or as part of a profit or incentive cash compensation program established from time to time, shall be hereinafter referred to as "Incentive Compensation." Promptly after the effective date of this Agreement. (d) The Company Corporation reports net earnings for two consecutive calendar quarters, the Compensation Committee shall reimburse meet to determine whether to pay Executive for all reasonable management approved expenses includingan incentive bonus. Thereafter, a) business development expensesso long as the Corporation remains profitable, such as travel and entertainment and cellular telephonethe Compensation Committee shall consider, and b) expenses incurred in setting up office operationsat least annually, such as rent for office space, telephone lines, office supplies and equipment, printing, furniture, taxes, documentation, insurance and fees which are the greater of opportunities (i) then provided by whether to cause the Corporation to executives with reasonably comparable authority and duties (and in any event not lesser than those provided pay incentive bonuses to executives with junior authority or duties)Executive; provided, or (ii) available however, that the Corporation shall have no obligation hereunder to the Executive immediately prior pay such incentive bonus to the effective date of this AgreementExecutive.

Compensation and General Benefits. As compensation for his services under this Agreement, the Executive shall be compensated as follows: (a) 1.2.1. The Corporation shall pay the Executive an annual base salary which is not less than of $233,500. Such salary shall increase annually by the greater of $150,000 payable in accordance with (i) three percent (3%) over the Company's regular payroll schedule previous year or ("Base Salary"), less applicable withholdings and deductionsii) at such greater amount as is determined by the Board of Directors of the Corporation. Such salary shall be payable in periodic equal installments which are no less frequent than the periodic installments relating to his salary immediately prior to the effective date of this agreementequal, semi-monthly installments. Such salary shall be subject to normal periodic review at least annually for increases based on the policies of the Corporation and contributions to the enterprises, but in no event shall such base salary be adjusted downward. (b) 1.2.2. The Executive shall be eligible to participate in such profit-—sharing, stock option, bonus, incentive, stock options incentive and performance award programs which provide opportunities to receive compensation which are the greater of the opportunities (i) then provided by the Corporation to executives with reasonably comparable authority and duties (and in any event not lesser than those provided to executives with junior authority or duties), or (ii) available to the Executive immediately prior to the effective date of this Agreement. (c) 1.2.3. The Executive shall be entitled to receive employee benefits, including, without limitation, pension, disability, group life, sickness, accident and health insurance programs and split-dollar life insurance programs, and prerequisites perquisites provided by the Corporation to executives which are the greater of the employee benefits and prerequisites perquisites (i) then provided by the Corporation to executives with comparable authority or duties (and in any event not lesser than those provided to executives with junior authority or duties), or (ii) available to the Executive immediately prior to the effective date of this Agreement. The health insurance benefits received by the Executive shall continue for the Executive and the Executive’s spouse following the retirement of the Executive and until the death of the survivor of the Executive and the Executive’s spouse. (d) 1.2.4. The Company Corporation shall pay for continuous, lifetime, long-term care insurance for Dr. and Xxx. Xxxxx in recognition of their years of service to the Company. 1.2.5. The Corporation shall reimburse the Executive for all reasonable management approved expenses including, a) business development expenses, such as travel and entertainment and cellular telephone, and b) expenses incurred in setting up office operations, such as rent for office space, telephone lines, office supplies and equipment, printing, furniture, taxes, documentation, insurance and fees which are the greater of opportunities (i) then provided by the Corporation to executives with reasonably comparable authority and Executive in the performance of his duties (and in any event not lesser than those provided to executives with junior authority or duties), or (ii) available to the Executive immediately prior to the effective date of this Agreementhereunder.

Compensation and General Benefits. As full compensation for his services under this Agreement--------------------------------- provided to the Company, the Executive shall shall, during the Employment Period, be compensated as follows: (a) The Corporation Company shall pay to the Executive an annual a salary which is not less than (the greater of $150,000 payable in accordance with the Company's regular payroll schedule ("Base Salary") ------ based upon a per annum rate of One Hundred Seventy-Five Thousand Dollars ($175,000), less applicable withholdings and deductions. Such salary The Salary shall be payable in periodic equal installments which are no not less frequent frequently than monthly, less such sums as may be required to be deducted or withheld under applicable provisions of federal, state and local law, plus increases in the periodic installments relating Salary, if any, as may be approved from time to his salary immediately prior to time by the effective date of this agreement. Such salary shall be subject to normal periodic review at least annually based on the policies of the Corporation and contributions to the enterprisesCompensation Committee in its discretion. (b) At least annually, the Executive's Performance shall be evaluated in an annual performance review (the "Performance Review"). The results of the ------------------ Performance Review shall be provided to both the Executive and to the Compensation Committee or its designees. (c) Throughout the Employment Period, the Executive shall be eligible entitled to participate in such profit-sharingbenefits plans of the Company or additional benefit programs established by the Company as determined in the discretion of the Compensation Committee commensurate with the Executive's level of responsibility within the Company. For the period commencing on the date of this Agreement through March 4, bonus1999, incentive, stock options and performance award programs which provide opportunities to receive compensation which are the greater of opportunities Company will reimburse the Executive for (i) then provided the excess of any health insurance premium costs paid by the Corporation Executive to executives with reasonably comparable authority the Company over the costs the Executive would have paid to Suburban Propane Partners and duties (and in any event not lesser than those provided to executives with junior authority or duties), or (ii) available any payments of the deductible amount with respect to health insurance made by the Executive to the extent that such payments would not have been required if the Executive immediately prior was insured by the health insurance plan offered by Suburban Propane Partners. (d) Throughout the Employment Period, the Executive shall be entitled to (i) three (3) weeks of annual vacation, (ii) leaves of absence, and (iii) leaves for illness or temporary disability in accordance with the policies of the Company in effect from time to time for its executive officers. Vacation leaves and leaves of absence, if taken by the Executive, shall be taken at such times as are reasonably acceptable to the effective date Company. Any leaves on account of illness or temporary disability which is short of Total Disability (as defined in Section 4(d)(ii) hereof) shall not constitute a breach by the Executive of his agreements hereunder even though leaves on account of a Total Disability may be deemed to result in a termination of the Employment Period under the applicable provisions of this Agreement. (ce) The Executive shall be entitled to receive employee benefitsperform his services at the corporate headquarters office of the Company located in Springfield, includingVirginia, without limitation, pension, disability, group life, sickness, accident and health insurance programs and split-dollar life insurance programs, and prerequisites provided or at such other office established by the Corporation Company within 50 miles of said corporate headquarters, or at other locations as may be agreed to executives which are the greater of the employee benefits and prerequisites (i) then provided by the Corporation to executives with comparable authority or duties (Executive and in any event not lesser than those provided to executives with junior authority or duties), or (ii) available to the Chief Executive immediately prior to the effective date of this AgreementOfficer. (df) The Company shall reimburse the Executive from time to time for all reasonable and customary business expenses incurred by him in the performance of his duties hereunder, provided that the Executive shall submit vouchers and other supporting data to substantiate the amount of said expenses in accordance with Company policy from time to time in effect. (g) If the Company purchases and maintains at any time during the term of this Agreement one or more life insurance policies on the life of the Executive, in addition to any policies purchased pursuant to Section 3(c) hereof, in whatever amount or amounts which the Company, in its discretion, deems desirable, the Company shall be the beneficiary of said policy or policies and the Executive shall cooperate with the Company and submit to such reasonable medical examinations as are necessary to enable the Company to purchase and maintain in full force and effect such additional insurance policy or policies. (h) If, after the date hereof, the Executive relocates to Springfield, Virginia, then the Company will reimburse the Executive for all reasonable management approved expenses includingrelocation costs, a) business development expenses, such as travel and entertainment and cellular telephone, and b) expenses incurred in setting up office operations, such as rent for office space, telephone lines, office supplies and equipment, printing, furniture, taxes, documentation, insurance and fees which are the greater of opportunities (i) then provided by the Corporation plus any additional amount necessary to executives with reasonably comparable authority and duties (and in any event not lesser than those provided to executives with junior authority or duties), or (ii) available to reimburse the Executive immediately prior to for federal and state income taxes imposed on the effective date amount of this Agreementsuch reimbursement.

Compensation and General Benefits. As compensation for his services under this Agreement, the Executive shall be compensated as follows: (a) 1.2.1. The Corporation shall pay the Executive an annual base salary which is not less than of $190,000. Such salary shall increase annually by the greater of $150,000 payable in accordance with (i) three percent (3%) over the Company's regular payroll schedule previous year or ("Base Salary"), less applicable withholdings and deductionsii) at such greater amount as is determined by the Board of Directors of the Corporation. Such salary shall be payable in periodic equal installments which are no less frequent than the periodic installments relating to his salary immediately prior to the effective date of this agreementequal, semi-monthly installments. Such salary shall be subject to normal periodic review at least annually for increases based on the policies of the Corporation and contributions to the enterprises, but in no event shall such base salary be adjusted downward. (b) 1.2.2. The Executive shall be eligible to participate in such profit-sharing, stock option, bonus, incentive, stock options incentive and performance award programs which provide opportunities to receive compensation which are the greater of the opportunities (i) then provided by the Corporation to executives with reasonably comparable authority and duties (and in any event not lesser than those provided to executives with junior authority or duties), or (ii) available to the Executive immediately prior to the effective date of this Agreement. Upon signing this Agreement, the Executive shall be given a stock option for 100,000 shares of Biospherics' common stock under the Biospherics Non-Qualified Stock Option Plan. The exercise price shall be $ 9.375/share. The option shall be immediately exercisable in whole or part, and otherwise remain in force and exercisable as to the remainder or any part for a period of five years from the date issued. (c) 1.2.3. The Executive shall be entitled to receive employee benefits, including, without limitation, pension, disability, group life, sickness, accident and health insurance programs and split-dollar life insurance programs, and prerequisites perquisites provided by the Corporation to executives which are the greater of the employee benefits and prerequisites perquisites (i) then provided by the Corporation to executives with comparable authority or duties (and in any event not lesser than those provided to executives with junior authority or duties), or (ii) available to the Executive immediately prior to the effective date of this Agreement. The health insurance benefits received by the Executive shall continue for the Executive and the Executive's spouse following the retirement of the Executive and until the death of the survivor of the Executive and the Executive's spouse. (d) 1.2.4. The Company Corporation shall reimburse Executive for all reasonable management approved expenses including, a) business development expenses, such pay the premiums as travel required to maintain a life insurance policy or policies with a death benefit of not less than $5,000,000 payable on the death of the last to survive of Xxxxxxx X. Xxxxx and entertainment and cellular telephone, and b) expenses incurred in setting up office operations, such as rent for office space, telephone lines, office supplies and equipment, printing, furniture, taxes, documentation, insurance and fees which are the greater of opportunities (i) then provided by the Corporation M. Xxxxx Xxxxx to executives with reasonably comparable authority and duties (and in any event not lesser than those provided to executives with junior authority or duties), or (ii) available provide liquidity to the Executive immediately prior to last survivor's estate in the effective date event of this Agreement.his or her death. The benefits paid by policy or policies will be used in the manner described in the Restated Stock Redemption Agreement signed January 15, 1996, between the Company and Xxxxxxx X. Xxxxx and M.

Compensation and General Benefits. As full compensation for his --------------------------------- services under this Agreementprovided to the Company, the Executive shall shall, during the Employment Period, be compensated as follows: (a) The Corporation Company shall pay to the Executive an annual a salary which is not less than (the greater "Salary") based upon a per annum rate of $150,000 payable in accordance with the Company's regular payroll schedule ("Base Salary"), less applicable withholdings and deductions142,500. Such salary The Salary shall be payable ------ in periodic equal installments which are no not less frequent frequently than monthly, less such sums as may be required to be deducted or withheld under applicable provisions of federal, state and local law, plus increases in the periodic installments relating Salary, if any, as may be approved from time to his salary immediately prior to time by the effective date of this agreement. Such salary shall be subject to normal periodic review at least annually based on the policies of the Corporation and contributions to the enterprisesCompensation Committee in its discretion. (b) At least annually, the Executive's Performance shall be evaluated in an annual performance review (the "Performance Review"). The ------------------ results of the Performance Review shall be provided to both the Executive and to the Compensation Committee or its designees. (c) Throughout the Employment Period, the Executive shall be eligible entitled to participate in such profit-sharingbenefits plans of the Company or additional benefit programs established by the Company as determined in the discretion of the Compensation Committee commensurate with the Executive's level of responsibility within the Company. (d) Throughout the Employment Period, bonus, incentive, stock options and performance award programs which provide opportunities the Executive shall be entitled to receive compensation which are the greater of opportunities (i) then provided by the Corporation to executives with reasonably comparable authority and duties (and in any event not lesser than those provided to executives with junior authority or duties)two weeks of annual vacation, or (ii) available leaves of absence, and (iii) leaves for illness or temporary disability in accordance with the policies of the Company in effect from time to time for its executive officers. Vacation leaves and leaves of absence, if taken by the Executive, shall be taken at such times as are reasonably acceptable to the Company. Any leaves on account of illness or temporary disability which is short of Total Disability (as defined in Section 4(d)(ii) hereof) shall not constitute a breach by the Executive immediately prior of his agreements hereunder even though leaves on account of a Total Disability may be deemed to result in a termination of the effective date Employment Period under the applicable provisions of this Agreement. (ce) The Executive shall be entitled to receive employee benefitsperform his services at the corporate headquarters office of the Company located in Springfield, includingVirginia, without limitation, pension, disability, group life, sickness, accident and health insurance programs and split-dollar life insurance programs, and prerequisites provided or at such other office established by the Corporation to executives which are the greater Company within 100 miles of the employee benefits and prerequisites (i) then provided by the Corporation to executives with comparable authority or duties (and in any event not lesser than those provided to executives with junior authority or duties), or (ii) available to the Executive immediately prior to the effective date of this Agreementsaid corporate headquarters. (df) The Company shall reimburse the Executive from time to time for all reasonable management approved expenses including, a) and customary business development expenses, such as travel and entertainment and cellular telephone, and b) expenses incurred by him in setting up office operationsthe performance of his duties hereunder, such as rent for office space, telephone lines, office supplies and equipment, printing, furniture, taxes, documentation, insurance and fees which are the greater of opportunities (i) then provided by the Corporation to executives with reasonably comparable authority and duties (and in any event not lesser than those provided to executives with junior authority or duties), or (ii) available to that the Executive immediately prior shall submit vouchers and other supporting data to substantiate the effective date amount of said expenses in accordance with Company policy from time to time in effect. (g) If the Company purchases and maintains at any time during the term of this AgreementAgreement one or more life insurance policies on the life of the Executive, in addition to any policies purchased pursuant to Section 3(c) hereof, in whatever amount or amounts which the Company, in its discretion, deems desirable, the Company shall be the beneficiary of said policy or policies and the Executive shall cooperate with the Company and submit to such reasonable medical examinations as are necessary to enable the Company to purchase and maintain in full force and effect such additional insurance policy or policies.

Compensation and General Benefits. As compensation for his services under this Agreement, the Executive shall be compensated as follows: (a) The Corporation shall initially pay the Executive an annual base salary which is not less than the greater of $150,000 payable in accordance with the Company's regular payroll schedule ("Base Salary")200,000, less applicable withholdings and deductions. Such salary which shall be payable in periodic equal installments which are no less frequent than the periodic installments relating to his salary immediately prior to the effective date in effect for salaries of this agreement. Such salary shall be subject to normal periodic review at least annually based on the policies senior executives of the Corporation and contributions to the enterprises. (b) The Executive shall be eligible to participate in such profit-sharing, bonus, incentive, stock options and performance award programs which provide opportunities to receive compensation which are the greater of opportunities (i) then provided by the Corporation to executives with reasonably comparable authority and duties (and in any event not lesser than those provided to executives with junior authority or duties), or (ii) available to the Executive immediately prior to the effective date of this Agreement. Such base salary shall be subject to normal periodic review by the Board, at least annually, for increases based on the policies established by the Board, taking into account Parent's compensation policies, and based on the Executive's contributions to the enterprise. (b) The Executive also shall be eligible for annual bonus compensation payments (which may include grants of stock options under Parent's incentive stock option plan) based upon his contribution to the Corporation's business and the Corporation's financial condition and recent results of operations, in such amounts, if any, as the Board considers appropriate in its sole and absolute discretion, determined in a manner consistent with bonus compensation determinations or stock option grants for senior executives of Parent. Any such bonus compensation, whether in the form of cash paid to the Executive as a bonus or as part of a profit or incentive cash compensation program established from time to time, or in the form of stock options or other equity-based grants, are hereinafter referred to as "Incentive Compensation." (c) The In recognition of the Executive's past services performed for the Corporation, the Executive shall be entitled to receive employee benefitsfrom the Corporation a performance bonus in the form of a lump sum cash payment, includingto be paid within five (5) business days after the Effective Time, without limitation, pension, disability, group life, sickness, accident and health insurance programs and split-dollar life insurance programs, and prerequisites provided in an amount equal to two times the sum of the Executive's then effective annual base salary plus any Incentive Compensation paid by the Corporation to executives which are to, and/or accrued for the greater of benefit of, the employee benefits and prerequisites Executive during the twelve- (12-) month period immediately preceding the Effective Time (the "Performance Bonus"). Schedule A attached hereto contains: (i) then provided by a calculation of the Corporation to executives with comparable authority or duties (and in any event not lesser than those provided to executives with junior authority or duties), or Performance Bonus; (ii) available all outstanding stock options now held by the Executive; and (iii) the principal amount of Executive's promissory note made to the Corporation pursuant to that certain Restricted Stock Purchase Agreement between Executive immediately prior and the Corporation, dated June 16, 2000, and a calculation of interest to the effective date of this Agreementaccrue on such note through December 31, 2000. (d) During the Employment Period, the Executive shall be entitled to such fringe benefits as are now or hereafter made available to the Corporation's executive officers generally and to participate in the Corporation's 401(k) plan, as well as such plans of the Corporation relating to stock options, employee stock ownership, pension, thrift, profit-sharing, group life insurance, medical coverage, education, or other retirement or employee benefits as the Corporation has adopted or may hereafter adopt, if any, for the benefit of its executive officers and shall be entitled to grants of stock options for the purchase of Parent common stock in amounts consistent with any amounts granted from time to time to the senior executives of Parent. (e) The Company Corporation shall reimburse the Executive for all his reasonable management approved expenses including, a) business development expenses, such as travel and entertainment and cellular telephone, and b) out-of-pocket expenses incurred in setting up office operationsconnection with performing his duties hereunder on behalf of the Corporation, subject to the Executive's compliance with the Corporation's policies for expense reimbursement as in effect from time to time. (f) During the Employment Period, the Corporation shall maintain a "split dollar" term insurance policy in the face amount of $500,000 on the life of Executive, with the beneficiary thereof to be such person, trust or entity as rent for office spaceExecutive shall designate from time to time, telephone lines, office supplies and equipment, printing, furniture, taxes, documentation, in addition to any group life insurance and fees which are the greater of opportunities (i) then provided coverage maintained by the Corporation to executives with reasonably comparable authority and duties (and in any event not lesser than those provided to executives with junior authority or duties), or (ii) available to for which the Executive immediately prior is eligible. During the Employment Period, the Corporation shall pay all premiums as and when due on such policy, and upon termination or expiration of the Employment Period, the Corporation shall assign such policy to Executive. The Corporation at all times shall be free to purchase insurance up to an amount of $1,000,000 on the effective date life of this AgreementExecutive, naming the Corporation or its designees as beneficiary, and Executive agrees to cooperate fully in applying for such insurance, including submitting to medical examinations.