Common use of Employee Benefits and Vacation Clause in Contracts

Employee Benefits and Vacation. (a) During the Employment Term, Executive shall be entitled to participate in all pension, retirement, savings, welfare and other employee benefit plans and arrangements, including, without limitation, any nonqualified deferred compensation plans, maintained by the Company from time to time for the benefit of the senior executives of the Company in accordance with their respective terms as in effect from time to time. Executive acknowledges that the aforementioned items may be included as compensation for income tax purposes to the extent required by applicable law. To the extent permitted under applicable law, the Company shall not treat as compensation to Executive fringes and perquisites provided to Executive or the items under Section 6 below. (b) During the Employment Term, the Company agrees to loan to Executive $50,000 during each year of the Employment Term to purchase shares of Common Stock of the Company up to a maximum of $250,000. Each annual loan made pursuant to this Section 5(b) (the "Stock Purchase Loans") shall mature on the earlier of (i) its fifth anniversary and (ii) six months after Executive is no longer employed by the Company. The Stock Purchase Loans shall accrue interest on the then outstanding principal amount of the Stock Purchase Loans from the date of any Loan is made until maturity at a rate equal to the prime rate as published in the Wall Street Journal on the date any Stock Purchase Loan is made pursuant hereto and shall be payable annually in arrears. Interest on the Stock Purchase Loan will not be paid in cash but shall be payable in kind (i.e. the amount of interest accrued on the Stock Purchase Loan during each annual period will be added to the principal amount of the Loan at the end of such annual period). The Stock Purchase Loans will be full recourse loans against Executive and each loan will be secured by the shares of Common Stock purchased with each such Stock Purchase Loan together with other shares of Common Stock pledged by Executive so that the aggregate value (based on the closing price on the acquisition date of such shares on the Nasdaq stock market) of all such shares securing each new Stock Purchase Loan shall be at least equal to 110% of the principal amount of the Stock Purchase Loans. (c) During the Employment Term, Executive shall be entitled to vacation each year in accordance with the Company's policies in effect from time to time, but in no event less than five (5) weeks paid vacation per calendar year. Executive shall also be entitled to such periods of sick leave as is customarily provided by the Company for its senior executive employees.

Employee Benefits and Vacation. (a) During the Employment Term, Executive shall be entitled to participate in all pension, retirement, savings, welfare and other pension and welfare employee benefit plans and arrangements, including, without limitation, any nonqualified deferred compensation plans, arrangements and fringe benefits and perquisites generally maintained by the Company from time to time for the benefit of the senior executives of the Company at a comparable level, in accordance with their respective terms as in effect from time to timetime (other than any special arrangement entered into by contract with an executive), subject to (c) and (d) below. Notwithstanding the foregoing, during the Employment Term Executive acknowledges shall be entitled to employee benefits that are at least comparable, taken in the aforementioned items may be included aggregate, as compensation for income tax purposes those generally provided to senior management of USI, as determined in good faith by senior management of USI. Without limiting the foregoing, the Executive shall continue to have the same arrangements with regard to providing, maintaining and operating an automobile as provided to Executive immediately prior to the extent required by applicable lawEffective Date. To the extent permitted under applicable law, the Company shall not treat as compensation to Executive fringes and perquisites provided to Executive or the items under Section 6 belowbelow shall not be treated as compensation to Executive. To the extent Executive incurs tax on receipt of any of the aforementioned benefits that he would not have incurred under his current arrangement with the Company as modified by the benefits provided pursuant to this Agreement, except as a result of a change in applicable tax law or to the extent of increases in benefits over his current arrangement, as modified herein, the Company shall make an additional payment to Executive in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. (b) During the Employment Term, the Company agrees to loan to Executive $50,000 during each year of the Employment Term to purchase shares of Common Stock of the Company up to a maximum of $250,000. Each annual loan made pursuant to this Section 5(b) (the "Stock Purchase Loans") shall mature on the earlier of (i) its fifth anniversary and (ii) six months after Executive is no longer employed by the Company. The Stock Purchase Loans shall accrue interest on the then outstanding principal amount of the Stock Purchase Loans from the date of any Loan is made until maturity at a rate equal to the prime rate as published in the Wall Street Journal on the date any Stock Purchase Loan is made pursuant hereto and shall be payable annually in arrears. Interest on the Stock Purchase Loan will not be paid in cash but shall be payable in kind (i.e. the amount of interest accrued on the Stock Purchase Loan during each annual period will be added to the principal amount of the Loan at the end of such annual period). The Stock Purchase Loans will be full recourse loans against Executive and each loan will be secured by the shares of Common Stock purchased with each such Stock Purchase Loan together with other shares of Common Stock pledged by Executive so that the aggregate value (based on the closing price on the acquisition date of such shares on the Nasdaq stock market) of all such shares securing each new Stock Purchase Loan shall be at least equal to 110% of the principal amount of the Stock Purchase Loans. (c) During the Employment Term, Executive shall be entitled to vacation each year in accordance with the Company's policies in effect from time to time, but in no event less than five four (54) weeks paid vacation per calendar year. The Executive shall also be entitled to such periods of sick leave as is customarily provided by the Company for its senior executive employees. (c) Upon the Executive's retirement or other termination of employment for any reason, the Executive will be entitled to receive a minimum annual retirement benefit in the amount of $250,000, reduced by 0.5% for each month that the Executive's commencement of benefits precedes the month in which the Executive would attain age 65. The minimum retirement benefit provided by this paragraph will be fully vested and nonforfeitable at all times. The obligations under the first sentence of this paragraph (c) will be offset by the aggregate benefits payable to the Executive under the Xxxx Industries Retirement Plan, the Supplemental Executive Retirement Plan of Xxxx Industries, Inc. (the "SERP"), and any qualified or nonqualified defined benefit retirement plans of USI, the Company or any of their affiliates in which the Executive participates during the Employment Term. The benefit under this paragraph will be payable in monthly installments, beginning on the first day of the month coinciding with or immediately following the date on which the Executive begins receiving benefits under the Xxxx Industries Retirement Plan (or any successor plan) and continuing on the first day of each subsequent month during the life of the Executive, without actuarial reduction for the survivor benefit provided in the next sentence hereof. In the event of the death of the Executive, the Executive's surviving spouse will be entitled to receive 60% of the Executive's benefit for the lifetime of such surviving spouse; such benefit to be paid to the surviving spouse as of the first day of the month following the Executive's death. If the Executive dies after his retirement and if Executive's spouse at the time of his death is more than five (5) years younger than his spouse at the time of his retirement, the aforesaid 60% benefit shall be actuarially adjusted to reflect the age of his then spouse as compared to the age of his spouse at the time of his death. The Executive waives his right under the SERP and the Xxxx Industries, Inc. Supplemental Pension Plan to receive an immediate lump sum distribution of his accrued benefit as a result of the Merger, and agrees that his accrued benefit will continue to be payable under each such plan as if the Merger did not constitute a "change in control" as defined in each plan, except that the Executive's present and future accrued benefit under each plan will be fully vested and nonforfeitable at all times. (d) Executive shall be entitled to retiree medical benefits upon retirement, on a substantially similar basis, and subject to substantially similar terms, conditions and limitations as the retiree medical benefits provided to senior executives of USI immediately prior to the date Executive's employment terminates (or, if the senior executives of USI are not then eligible to receive upon retirement retiree medical benefits, those provided to senior executives of USI at the time the right of such senior executives to receive retiree medical benefits ceased), excluding any service requirements, but subject to changes in law and provided that such retiree medical benefits shall be coordinated appropriately with Medicare and other similar government programs as reasonably determined by USI. In the event of Executive's death at any time, Executive's surviving spouse shall be entitled to continued retiree medical benefit coverage if, and only to the extent, that such benefits are generally part of the retiree medical plan for senior executives of USI at the time of Executive's retirement. To the extent Executive incurs tax on receipt of any of the benefits under this Section 5(d) that he would not have incurred if he received his retiree medical benefits under the same arrangement that was being used at the time of such retirement generally for senior executives of USI, the Company shall make additional payments to Executive, as required, in the amount necessary so that he will have no additional costs for receiving such items or any additional payment.

Employee Benefits and Vacation. (a) During the Employment Term, Executive shall be entitled to participate in all pension, retirement, savings, welfare and other employee benefit plans and arrangements, including, without limitation, any nonqualified deferred compensation plans, maintained by the Company from time to time for the benefit of the senior executives of the Company in accordance with their respective terms as in effect from time to time. Executive acknowledges that the aforementioned items may be included as compensation for income tax purposes to the extent required by applicable law. To the extent permitted under applicable law, the Company shall not treat as compensation to Executive fringes and perquisites provided to Executive or the items under Section 6 below. (b) During the Employment Term, the Company agrees to loan to Executive $50,000 during each year of the Employment Term to purchase shares of Common Stock of the Company up to a maximum of $250,000. Each annual loan made pursuant to this Section 5(b) (the "Stock Purchase Loans") shall mature on the earlier of (i) its fifth anniversary and (ii) six months after Executive is no longer employed by the Company. The Stock Purchase Loans shall accrue interest on the then then-outstanding principal amount of the Stock Purchase Loans from the date of any Loan is made until maturity at a rate equal to the prime rate as published in the Wall Street Journal on the date any Stock Purchase Loan is made pursuant hereto and shall be payable annually in arrears. Interest on the Stock Purchase Loan will not be paid in cash but shall be payable in kind (i.e. the amount of interest accrued on the Stock Purchase Loan during each annual period will be added to the principal amount of the Loan at the end of such annual period). The Stock Purchase Loans will be full recourse loans against Executive Executive, and each loan will be secured by the shares of Common Stock purchased with each such Stock Purchase Loan together with other shares of Common Stock pledged by Executive so that the aggregate value (based on the closing price on the acquisition date of such shares on the Nasdaq stock market) of all such shares securing each new Stock Purchase Loan shall be at least equal to 110% of the principal amount of the Stock Purchase Loans. (c) During the Employment Term, Executive shall be entitled to vacation each year in accordance with the Company's policies in effect from time to time, but in no event less than five (5) weeks paid vacation per calendar year. Executive shall also be entitled to such periods of sick leave as is customarily provided by the Company for its senior executive employees.

Employee Benefits and Vacation. (a) During the Employment Term, Executive shall be entitled to participate in all pension, retirement, savings, welfare and other employee benefit plans and arrangements, including, without limitation, any nonqualified deferred compensation plans, maintained by the Company from time to time for the benefit of the senior executives of the Company in accordance with their respective terms as in effect from time to time. Executive acknowledges that the aforementioned items may be included as compensation for income tax purposes to the extent required by applicable law. To the extent permitted under applicable law, the Company shall not treat as compensation to Executive fringes and perquisites provided to Executive or the items under Section 6 below. (b) During the Employment Term, the Company agrees to loan to Executive $50,000 during each year of the Employment Term to purchase shares of Common Stock of the Company up to a maximum of $250,000. Each annual loan made pursuant to this Section 5(b) (the "Stock Purchase Loans") shall mature on the earlier of (i) its fifth anniversary and (ii) six months after Executive is no longer employed by the Company. The Stock Purchase Loans shall accrue interest on the then outstanding principal amount of the Stock Purchase Loans from the date of any Loan is made until maturity at a rate equal to the prime rate as published in the Wall Street Journal on the date any Stock Purchase Loan is made pursuant hereto and shall be payable annually in arrears. Interest on the Stock Purchase Loan will not be paid in cash but shall be payable in kind (i.e. the amount of interest accrued on the Stock Purchase Loan during each annual period will be added to the principal amount of the Loan at the end of such annual period). The Stock Purchase Loans will be full recourse loans against Executive Executive, and each loan will be secured by the shares of Common Stock purchased with each such Stock Purchase Loan together with other shares of Common Stock pledged by Executive so that the aggregate value (based on the closing price on the acquisition date of such shares on the Nasdaq stock market) of all such shares securing each new Stock Purchase Loan shall be at least equal to 110% of the principal amount of the Stock Purchase Loans. (c) During the Employment Term, Executive shall be entitled to vacation each year in accordance with the Company's policies in effect from time to time, but in no event less than five (5) weeks paid vacation per calendar year. Executive shall also be entitled to such periods of sick leave as is customarily provided by the Company for its senior executive employees.

Employee Benefits and Vacation. (a) During the Employment Term, Executive shall be entitled to participate in all pension, retirement, savings, welfare and other employee benefit plans and arrangements, including, without limitation, any nonqualified deferred compensation plans, maintained by the Company from time to time for the benefit of the senior executives of the Company in accordance with their respective terms as in effect from time to time. Executive acknowledges that the aforementioned items may be included as compensation for income tax purposes to the extent required by applicable law. To the extent permitted under applicable law, the Company shall not treat as compensation to Executive fringes and perquisites provided to Executive or the items under Section 6 below. (b) During As of the Employment TermOriginal Agreement Date, the Company agrees agreed to loan to Executive $50,000 during each year of the Employment Term to purchase shares of Common Stock of the Company up to a maximum of $250,000. Each annual loan made pursuant to this Section 5(b) (the "Stock Purchase Loans") shall mature on the earlier of (i) its fifth anniversary and (ii) six months after Executive is no longer employed by the Company. The Stock Purchase Loans shall accrue interest on the then outstanding principal amount of the Stock Purchase Loans from the date of any Stock Purchase Loan is made until maturity at a rate equal to the prime rate as published in the Wall Street Journal on the date any Stock Purchase Loan is made pursuant hereto and shall be payable annually in arrears. Interest on the Stock Purchase Loan will not be paid in cash but shall be payable in kind (i.e. the amount of interest accrued on the Stock Purchase Loan during each annual period will be added to the principal amount of the Stock Purchase Loan at the end of such annual period). The Stock Purchase Loans will be full recourse loans against Executive Executive, and each loan Stock Purchase Loan will be secured by the shares of Common Stock purchased with each such Stock Purchase Loan together with other shares of Common Stock pledged by Executive so that the aggregate value (based on the closing price on the acquisition date of such shares on the Nasdaq stock market) of all such shares securing each new Stock Purchase Loan shall be at least equal to 110% of the principal amount of the Stock Purchase Loans. (c) During the Employment Term, Executive shall be entitled to vacation each year in accordance with the Company's policies in effect from time to time, but in no event less than five (5) weeks paid vacation per calendar year. Executive shall also be entitled to such periods of sick leave as is customarily provided by the Company for its senior executive employees.

Employee Benefits and Vacation. (a) During the Employment Term, Executive shall be entitled to participate in all pension, retirement, savings, welfare and other employee benefit plans and arrangements, including, without limitation, any nonqualified deferred compensation plans, maintained by the Company from time to time for the benefit of the senior executives of the Company in accordance with their respective terms as in effect from time to time. Executive acknowledges that the aforementioned items may be included as compensation for income tax purposes to the extent required by applicable law. To the extent permitted under applicable law, the Company shall not treat as compensation to Executive fringes and perquisites provided to Executive or the items under Section 6 below. (b) During As of the Employment TermOriginal Agreement Date, the Company agrees agreed to loan to Executive $50,000 during each year of the Employment Term to purchase shares of Common Stock of the Company up to a maximum of $250,000Company. Each annual loan made pursuant to this Section 5(b) (the "Stock Purchase Loans") shall mature on the earlier of (i) its fifth anniversary and (ii) six months after Executive is no longer employed by the Company. The Stock Purchase Loans shall accrue interest on the then outstanding principal amount of the Stock Purchase Loans from the date of any Stock Purchase Loan is made until maturity at a rate equal to the prime rate as published in the Wall Street Journal on the date any Stock Purchase Loan is made pursuant hereto and shall be payable annually in arrears. Interest on the Stock Purchase Loan will not be paid in cash but shall be payable in kind (i.e. the amount of interest accrued on the Stock Purchase Loan during each annual period will be added to the principal amount of the Stock Purchase Loan at the end of such annual period). The Stock Purchase Loans will be full recourse loans against Executive and each loan Stock Purchase Loan will be secured by the shares of Common Stock purchased with each such Stock Purchase Loan together with other shares of Common Stock pledged by Loan. This Section 5(b) is in addition to, and separate from, the notes and stock pledge agreements between Executive so that and the aggregate value (based on Company in the closing price on the acquisition date of such shares on the Nasdaq stock market) of all such shares securing each new Stock Purchase Loan shall be at least equal to 110% of the principal amount of $795,300, the Stock Purchase Loansterms of which are contained in such separate documents. (c) During the Employment Term, Executive shall be entitled to vacation each year in accordance with the Company's policies in effect from time to time, but in no event less than five (5) weeks paid vacation per calendar year. Executive shall also be entitled to such periods of sick leave as is customarily provided by the Company for its senior executive employees. (d) Upon Executive's presentation of supporting documentation, the Company shall reimburse Executive for the reasonable moving expenses incurred by Executive in connection with his move to the New York area in an amount not to exceed $20,000.

Employee Benefits and Vacation. (a) During the Employment Term, Executive shall be entitled to participate in all pension, retirement, savings, welfare and other employee benefit plans and arrangements, including, without limitation, any nonqualified deferred compensation plans, maintained by the Company from time to time for the benefit of the senior executives of the Company in accordance with their respective terms as in effect from time to time. Executive acknowledges that the aforementioned items may be included as compensation for income tax purposes to the extent required by applicable law. To the extent permitted under applicable law, the Company shall not treat as compensation to Executive fringes and perquisites provided to Executive or the items under Section 6 below. (b) During As of the Employment TermOriginal Agreement Date, the Company agrees agreed to loan to Executive $50,000 during each year of the Employment Term to purchase shares of Common Stock of the Company up to a maximum of $250,000. Each annual loan made pursuant to this Section 5(b) (the "Stock Purchase Loans") shall mature on the earlier of (i) its fifth anniversary and (ii) six months after Executive is no longer employed by the Company. The Stock Purchase Loans shall accrue interest on the then then-outstanding principal amount of the Stock Purchase Loans from the date of any Stock Purchase Loan is made until maturity at a rate equal to the prime rate as published in the Wall Street Journal on the date any Stock Purchase Loan is made pursuant hereto and shall be payable annually in arrears. Interest on the Stock Purchase Loan will not be paid in cash but shall be payable in kind (i.e. the amount of interest accrued on the Stock Purchase Loan during each annual period will be added to the principal amount of the Stock Purchase Loan at the end of such annual period). The Stock Purchase Loans will be full recourse loans against Executive Executive, and each loan Stock Purchase Loan will be secured by the shares of Common Stock purchased with each such Stock Purchase Loan together with other shares of Common Stock pledged by Executive so that the aggregate value (based on the closing price on the acquisition date of such shares on the Nasdaq stock market) of all such shares securing each new Stock Purchase Loan shall be at least equal to 110% of the principal amount of the Stock Purchase Loans. (c) During the Employment Term, Executive shall be entitled to vacation each year in accordance with the Company's policies in effect from time to time, but in no event less than five (5) weeks paid vacation per calendar year. Executive shall also be entitled to such periods of sick leave as is customarily provided by the Company for its senior executive employees.

Employee Benefits and Vacation. (a) During the Employment Term, Executive shall be entitled to participate in all pension, retirement, savings, welfare and other employee benefit plans and arrangements, including, without limitation, any nonqualified deferred compensation plans, maintained by the Company from time to time for the benefit of the senior executives of the Company in accordance with their respective terms as in effect from time to time. Executive acknowledges that the aforementioned items may be included as compensation for income tax purposes to the extent required by applicable law. To the extent permitted under applicable law, the Company shall not treat as compensation to Executive fringes and perquisites provided to Executive or the items under Section 6 below. (b) During the Employment TermOn December 27, 1999, the Company agrees to loan loaned $47,868.75 (the "Stock Purchase Loan") to Executive $50,000 during each year of the Employment Term to purchase shares of Common Stock of the Company up as evidenced by a promissory note dated December 27, 1999 and secured by the stock so purchased pursuant to a maximum stock pledge agreement. The Company has also lent from time to time additional amounts (aggregating $795,300 in principal amount as of $250,000. Each annual loan made pursuant to this Section 5(b) their respective issue dates), evidenced by separate notes and stock pledge agreements (the "Stock Purchase Additional Loans") shall mature on ). The Company and the earlier Executive have agreed to amend and restate as of the date hereof (i) its fifth anniversary the Additional Loans to revise the maturity date and (ii) six months after Executive is no longer employed by the Company. The Stock Purchase Loans shall accrue interest on the then outstanding principal amount of the Stock Purchase Loans from the date of any Loan is made until maturity at a rate equal to the prime rate as published in the Wall Street Journal on the date any Stock Purchase Loan is made pursuant hereto and shall be payable annually in arrears. Interest on the Stock Purchase Loan will not be to reflect a revised rate of interest, to revise the maturity date and to provide that interest and principal are paid in cash but shall be on such Loan when dividends are paid. The Company may net any amounts payable in kind (i.e. by it under this Agreement against any amounts payable by Executive to the amount of interest accrued on Company hereunder or pursuant to the Stock Purchase Loan during each annual period will be added to or the principal amount of the Loan at the end of such annual period). The Stock Purchase Loans will be full recourse loans against Executive and each loan will be secured by the shares of Common Stock purchased with each such Stock Purchase Loan together with other shares of Common Stock pledged by Executive so that the aggregate value (based on the closing price on the acquisition date of such shares on the Nasdaq stock market) of all such shares securing each new Stock Purchase Loan shall be at least equal to 110% of the principal amount of the Stock Purchase Additional Loans. (c) During the Employment Term, Executive shall be entitled to vacation each year in accordance with the Company's policies in effect from time to time, but in no event less than five (5) weeks paid vacation per calendar year. Executive shall also be entitled to such periods of sick leave as is customarily provided by the Company for its senior executive employees.