Common use of Compensation; Expenses; Benefits Clause in Contracts

Compensation; Expenses; Benefits. (a) As compensation for his services hereunder in whatever capacity rendered, the Company shall pay the Employee a salary, payable in accordance with the Company's standard payroll practices with respect to senior officers of the Company and/or its affiliated corporations, at a rate of $150,000 per year; provided, that such salary shall be increased to $200,000 for the twelve month period commencing December 1, 1998. Such salary may be increased, but not decreased by the Board of Directors and shall be reviewed by the Board no less frequently than annually. Such salary and the Employee's employee benefits provided pursuant to Paragraph 3 hereof shall continue to be paid and provided, regardless of any illness or incapacity of the Employee, until this Agreement is terminated. (b) The Employee shall also be entitled to receive such bonuses as the Company's Board of Directors or Compensation Committee, if any, may deem appropriate. The Employee shall also be entitled to participate in the Company's employee stock option plan, as may be determined by the Company's Board of Directors or Compensation Committee, if any. (c) The Employee and the Employee's spouse and children, if any, shall be entitled to participate in all employee benefit plans generally available from time to time to the senior officers of the Company, so long as such benefits comply with applicable law (including without limitation the Internal Revenue Code and ERISA). In addition, Employee shall be entitled to annual vacation in accordance with Company policy at such times as are mutually convenient to Employee and the Company. (d) The Employee shall be entitled to advances or reimbursement in accordance with the Company's standard business practices for his ordinary and necessary business expenses incurred in the performance of his duties hereunder provided that his claims therefor shall be supported by the documentation required by the Company in accordance with its usual practice. (e) The Company shall supply a luxury automobile to Employee for his use and shall pay all costs, including insurance, associated therewith. (f) The Company shall pay the yearly premium during the Initial Term and any subsequent Renewal Term on a term life insurance policy for the Employee in the amount of $2,000,000 under which the Employee's estate shall be the beneficiary.

Compensation; Expenses; Benefits. (a) As compensation for his the services hereunder in whatever capacity renderedof the Executive hereunder, commencing on the date hereof, the Company shall pay to the Employee a salaryExecutive the sum of One Hundred Twenty Thousand Dollars ($120,000.00) per annum, payable weekly. If, however, the Company and the Executive hereafter (at any time or from time to time) agree upon a deferred compensation or similar or related arrangement(s), such compensation may be appropriately reduced by such amount(s) and under such terms as may be called for by the arrangement(s). As additional compensation, the Executive will be paid an annual performance bonus ("Bonus") in an amount to be determined under the formula set forth in Annex I hereinafter. Should the Executive's employment terminate prior to the end of a calculation year (i.e., prior to March 31st), the Bonus shall be determined in accordance with Annex I; but, as therein provided, (i) the Company's standard payroll practices with respect to senior officers partial-period results will be appropriately annualized and, accordingly, (ii) the amount payable shall be appropriately pro-rated over the portion of the Company and/or its affiliated corporationscalculation year actually worked, at a rate of $150,000 per year; in which case (as also therein provided, that such salary shall be increased to $200,000 for ) the twelve month period commencing December 1, 1998. Such salary may be increased, but not decreased by the Board of Directors and shall be reviewed by the Board no less frequently than annually. Such salary and the Employee's employee benefits provided pursuant to Paragraph 3 hereof shall continue to amount will be paid and provided, regardless within one hundred twenty (120) days after the termination of any illness or incapacity of the Employee, until this Agreement is terminatedemployment. (b) The Employee Company shall also be entitled reimburse the Executive for reasonable travel, entertainment and related expenses incurred in connection with the performance of his duties hereunder, upon presentation of receipts, vouchers or other evidence of such expenses reasonably acceptable to receive such bonuses as the Company's Board of Directors or Compensation Committee, if any, may deem appropriate. The Employee shall also be entitled to participate in the Company's employee stock option plan, as may be determined by the Company's Board of Directors or Compensation Committee, if any. (c) The Employee and In addition, the Employee's spouse and children, if any, Executive shall be entitled to participate in all employee benefit plans generally available those perquisites he currently enjoys from time to time to the senior officers of the Company, so long which include: (i) a personal term life insurance policy in the amount (death benefit) of at least $50,000 (such policy to be assigned to the Executive, without cost, upon termination of his employment); (ii) full medical and dental insurance coverage for the Executive and his family, at least consistent with his present coverage and guaranteed for at least six (6) years from the date of this Agreement or for one (1) year after termination of his employment, whichever is longer; provided, however, that should an event covered by Article IV, Section 4.1 occur, any new owner shall assume these obligations if the Executive continues his employment beyond one year of such event; (iii) participation in the Company's 401(k) plan; (iv) full-time use of one (1) current model Company-owned or leased automobile, including all insurance, fuel, maintenance, repair and related costs, such automobile to be transferred to the Executive, as additional compensation at the NADA wholesale value therefor, when the vehicle is five (5) years old; and (v) four (4) weeks of paid vacation during each contract year (12-month period), commencing on the date hereof, during the Term of Employment, such benefits comply with applicable law (including without limitation the Internal Revenue Code and ERISA). In addition, Employee shall vacation to be entitled to annual vacation in accordance with Company policy taken at such times as are mutually convenient to Employee the Board shall reasonably consider convenient, it being understood that any vacation not taken by the Executive may not be carried over into any subsequent year(s) and that the Company. (d) The Employee Executive shall not be entitled to advances or reimbursement receive any payment in accordance with the Company's standard business practices for his ordinary and necessary business expenses incurred in the performance lieu of his duties hereunder provided that his claims therefor shall be supported by the documentation required by the Company in accordance with its usual practiceany such unused vacation. (e) The Company shall supply a luxury automobile to Employee for his use and shall pay all costs, including insurance, associated therewith. (f) The Company shall pay the yearly premium during the Initial Term and any subsequent Renewal Term on a term life insurance policy for the Employee in the amount of $2,000,000 under which the Employee's estate shall be the beneficiary.

Compensation; Expenses; Benefits. The stated annual salary for this position is US $180,000.00. Standard Company health and disability benefits are to be calculated from this basis. At the request and initiative of the Employee, this stated base annual salary shall be reduced to the following, primarily in consideration of the options to purchase common stock described herein: (a) As compensation for his services hereunder in whatever capacity rendered, the Company shall pay the Employee a salary, payable in accordance with the Company's standard payroll practices with respect to senior officers of the Company and/or its affiliated corporations, an annual salary at a rate of US $150,000 1.00 per year; provided, that such salary shall be increased to $200,000 for the twelve month period commencing December 1, 1998. Such salary may be increased, but not decreased by the Board of Directors and shall be reviewed by the Board no less frequently than annually. Such salary and the Employee's employee benefits provided pursuant to Paragraph 3 3(c) hereof shall continue to be paid and provided, regardless of any illness or incapacity of the Employee, until this Agreement is terminated. (b) The Employee shall also be entitled to receive such bonuses as the Company's Board of Directors or Compensation Committee, if any, Committee may deem appropriate. The Employee shall also be entitled to participate in the Company's employee stock option plan, as may be determined by the Company's Board of Directors or Compensation Committee, if any. (c) The Employee and the Employee's spouse and children, if any, shall be entitled to participate in all employee benefit plans plans, at the expense of the Company, generally available from time to time to the senior officers of the Company, so long as such benefits comply with applicable law (including without limitation the Internal Revenue Code and ERISA). In addition, Employee shall be entitled to annual vacation in accordance with Company policy at such times as are mutually convenient to Employee and the Company. (d) The Employee shall be entitled to advances or reimbursement in accordance with the Company's standard business practices for his ordinary and necessary business expenses incurred in the performance of his duties hereunder provided that his claims therefor shall be supported by the documentation required by the Company in accordance with its usual practice. (e) The Company Employee shall supply also be granted options to purchase 800,000 shares of Common Stock of the Company, which options shall vest over a luxury automobile period of 3 years as follows (i) 133,333 immediately upon the date hereof, (ii) 133,333 on the first anniversary of the date hereof, (iii) 266,667 on the second anniversary of the date hereof and (iv) 266,667 on the third anniversary of the date hereof. The exercise price of the options will be $1.09 per share, as represented by the closing price on October 27, 1999, the date that this and all other current employee option allocations were granted. The Employee shall also be entitled to Employee for his use and shall pay all costsadditional stock option grants based upon performance, including insurance, associated therewithat the discretion of the Board of Directors or Compensation Committee. (f) The Company shall pay the yearly premium during the Initial Term and any subsequent Renewal Term on a term life insurance policy for the Employee in the amount of $2,000,000 under which the Employee's estate shall be the beneficiary.

Compensation; Expenses; Benefits. (a) As compensation for his services hereunder in whatever capacity rendered, the Company Bank shall pay the Employee a salarysalary ("Salary"), payable monthly in accordance with advance or in more frequent installments and at such times during the Company's standard payroll practices month as is customary with respect to senior officers of the Company and/or its affiliated corporationsBank, at a an annual rate of $150,000 per year; provided, that such salary shall be increased to $200,000 for the twelve month period commencing December 1, 1998175,000. Such salary may be increased, but not decreased by the Board of Directors and shall be reviewed by the Board no less frequently than annually. Such salary and the Employee's employee benefits provided pursuant to Paragraph 3 hereof Salary shall continue to be paid and provided, regardless of any illness or incapacity of the Employee, until this Agreement is terminated. In addition to his base Salary, the Employee shall be entitled to receive such bonuses as may be determined from time to time by the Bank's Board of Directors. (b) The Employee shall also be entitled to receive such bonuses as the Company's Board of Directors or Compensation Committee, if any, may deem appropriate. The Employee shall also be entitled to participate in the Company's employee stock option plan, as may be determined by the Company's Board of Directors or Compensation Committee, if any. (c) The Employee and the Employee's spouse and children, if any, shall be entitled to participate in all employee benefit plans generally available from time to time to the senior officers of the CompanyBank (subject to the applicable provisions of such plans), so long as such benefits comply with applicable law (including without limitation the Internal Revenue Code and ERISA). In addition, Service to First State Bancorp ("FSB") or First State Bank ("First State") by the Employee prior to the date hereof shall be entitled recognized as service to annual Bancorp or the Bank for purposes of eligibility to participate under the sick leave policies, paid vacation in accordance with Company policy at such times as are mutually convenient to Employee policies, and medical, long-term disability and life insurance plans of Bancorp and the CompanyBank. However, notwithstanding anything to the contrary herein, for purposes of determining eligibility to participate in and the vesting of benefits under Bancorp's Employee Stock Ownership Plan, 401(k) Plan and defined benefit plan, Bancorp shall not recognize years of service with FSB and First State and the Employee will be treated as a "new employee" of Bancorp and the Bank for purposes of determining eligibility and vesting under such plans. (dc) The Employee shall be entitled to advances or reimbursement in accordance with the Company's standard business practices for his ordinary and necessary business expenses incurred in the performance of his duties hereunder provided that his claims therefor shall be supported by the documentation required by the Company Bank in accordance with its usual practice. In addition, the Employee shall be entitled to receive an automobile allowance of $500 per month. (ed) The Company shall supply a luxury automobile to Employee for his use and shall pay all costs, including insurance, associated therewith. (f) The Company shall pay the yearly premium during the Initial Term and any subsequent Renewal Term on a term life insurance policy for the Employee in the amount of $2,000,000 under which the Employee's estate shall be the beneficiaryentitled to four weeks of paid vacation per year.

Compensation; Expenses; Benefits. (a) As compensation for his services hereunder in whatever capacity rendered, the Company Bank shall pay the Employee a salarysalary ("Salary"), payable monthly in accordance with advance or in more frequent installments and at such times during the Company's standard payroll practices month as is customary with respect to senior officers of the Company and/or its affiliated corporationsBank, at a an annual rate of $150,000 per year; provided350,000. In addition, that such salary shall be increased as of the date hereof, as a further inducement to the Employee to enter into this Agreement, the Bank has paid Employee a signing bonus of $200,000 for 175,000 (receipt of which is hereby acknowledged by the twelve month period commencing December 1, 1998Employee). Such salary may be increased, but not decreased by the Board of Directors and shall be reviewed by the Board no less frequently than annually. Such salary and the Employee's employee benefits provided pursuant to Paragraph 3 hereof Salary shall continue to be paid and provided, regardless of any illness or incapacity of the Employee, until this Agreement is terminated. In addition to his base Salary, the Employee shall be entitled to receive such bonuses as may be determined from time to time by the Bank's Board of Directors. (b) The Employee shall also be entitled to receive such bonuses as the Company's Board of Directors or Compensation Committee, if any, may deem appropriate. The Employee shall also be entitled to participate in the Company's employee stock option plan, as may be determined by the Company's Board of Directors or Compensation Committee, if any. (c) The Employee and the Employee's spouse and children, if any, shall be entitled to participate in all employee benefit plans generally available from time to time time, to the senior officers of the CompanyBank (subject to the applicable provisions of such plans) including, but not limited to, Bancorp's 1998 Stock Option Plan, as amended and restated ("SOP"), and its 1998 Recognition and Retention Plan, as amended and restated ("RRP"), so long as such benefits comply with applicable law (including without limitation the Internal Revenue Code and ERISA). In addition, Service to First State Bancorp ("FSB") or First State Bank ("First State") by the Employee prior to the date hereof shall be entitled recognized as service to annual Bancorp or the Bank for purposes of eligibility to participate under the sick leave policies, paid vacation in accordance with Company policy at such times as are mutually convenient to Employee policies, and medical, long-term disability and life insurance plans of Bancorp and the CompanyBank. However, notwithstanding anything to the contrary herein, for purposes of determining eligibility to participate in and the vesting of benefits under Bancorp's Employee Stock Ownership Plan, 401(k) Plan and defined benefit plan, Bancorp shall not recognize years of service with FSB and First State and the Employee will be treated as a "new employee" of Bancorp and the Bank for purposes of determining eligibility and vesting under such plans. Employee acknowledges that, as of the date hereof, he has received options to acquire 25,000 shares of Bancorp common stock pursuant to the SOP (which shares have been registered under the Securities Act of 1933, as amended ("1933 Act"), pursuant to an effective registration statement on Form S-8) and plan share awards for 25,000 shares of Bancorp common stock pursuant to the RRP (which shares will not be deemed to be "restricted securities," as defined in Rule 144 of the rules and regulations under the 1933 Act). (dc) The Employee shall be entitled to advances or reimbursement in accordance with the Company's standard business practices for his ordinary and necessary business expenses incurred in the performance of his duties hereunder provided that his claims therefor shall be supported by the documentation required by the Company Bank in accordance with its usual practice. In addition, the Employee shall be entitled to receive an automobile allowance of $750 per month plus the use of a Bank credit card for the purchase of gasoline in accordance with the Bank's normal practice. (ed) The Company shall supply a luxury automobile to Employee for his use and shall pay all costs, including insurance, associated therewith. (f) The Company shall pay the yearly premium during the Initial Term and any subsequent Renewal Term on a term life insurance policy for the Employee in the amount of $2,000,000 under which the Employee's estate shall be the beneficiaryentitled to four weeks of paid vacation per year.