Common use of Employee Benefits; Expenses Clause in Contracts

Employee Benefits; Expenses. (a) During the period of employment, --------------------------- the Company shall continue to provide at its expense, life insurance to Employee in the face amount of $1,000,000. (b) During the period of employment, Employee shall be eligible to participate in the Company's stock option and stock purchase plans to the extent determined in the sole discretion of the Board of Directors of the Company or a committee thereof. (c) During the period of employment, Employee shall be furnished with office space and facilities commensurate with his position and adequate for the performance of his duties; he shall be provided with the perquisites customarily associated with the position of a Senior Executive of the Company; and he shall be entitled to regular vacations during each year of not less than four weeks in the aggregate. Any such vacation time not used by Employee in any one year shall accumulate to his benefit in the succeeding years and, to the extent not previously used as of the termination of the period of employment, Employee shall be paid in cash in lieu of such unused vacation. (d) It is contemplated that during the period of employment, Employee may be required to incur out-of-pocket expenses in connection with the performance of his services hereunder, including expenses incurred for travel and business entertainment. Accordingly, the Company shall pay, or reimburse Employee for all out-of-pocket expenses reasonably incurred by Employee in the performance of his duties hereunder in accordance with the usual procedures of the Company. Notwithstanding the foregoing, in recognition that Employee will be required during the term of this Agreement to do a considerable amount of local driving in connection with his services hereunder, the Company shall provide Employee with the use of a suitable automobile and all expenses incidental throughout the term of this Agreement. (e) All benefits to Employee specifically provided for herein shall be in addition to, and shall not diminish, (i) such other benefits and/or compensation as may hereafter be granted to or afforded to Employee by the Board of Directors of the Company, (ii) any rights which Employee may have or may acquire under any hospitalization, life insurance, pension, profit sharing, incentive compensation or other present or future employee benefit plan or plans of the Company; and (iii) all medical reimbursement up to $5,000 per annum for all medical expenses not covered by Company plans. (f) In the event of the death of Employee during the course of his employment hereunder, the Company shall continue to pay to Employee's widow, or to such other person or persons as may be designated by Employee in his Will, or to his Estate in the event of Employee's intestacy, one-half (1/2) of the compensation to which Employee is entitled pursuant to paragraph 5 hereunder for the balance of the period covered by this Agreement.

Employee Benefits; Expenses. (a) During the period of employmentTerm, --------------------------- the Company shall continue provide to provide at its expenseEmployee the right to participate in the Company’s then existing medical and dental insurance and all other employee benefit plans and policies on the same terms as are then generally available to the Company’s senior executive employees, and not less than as currently provided to Employee, including without limitation, medical insurance, disability insurance, life insurance insurance, holiday and sick pay, and the right to Employee participate in and receive matching contributions pursuant to the face amount Company’s plan under Section 401(k) of $1,000,000the Internal Revenue Code. (b) During the period of employment, Employee shall be eligible to participate in the Company's stock option and stock purchase plans to the extent determined in the sole discretion of the Board of Directors of the Company or a committee thereof. (c) During the period of employment, Employee shall be furnished with office space and facilities commensurate with his position and adequate for the performance of his duties; he shall be provided with the perquisites customarily associated with the position of a Senior Executive of the Company; and he shall be entitled to regular vacations during paid vacation each calendar year of not less than four weeks in the aggregate. Any such vacation time not used by Employee in any one year shall accumulate to his benefit in the succeeding years and, to the extent not previously used as of the termination of the period of employment, Employee shall be paid in cash in lieu of such unused vacation. (d) It is contemplated that during the period of employment, Employee may be required to incur out-of-pocket expenses in connection with the performance of his services hereunder, including expenses incurred for travel and business entertainment. Accordingly, the Company shall pay, or reimburse Employee for all out-of-pocket expenses reasonably incurred by Employee in the performance of his duties hereunder in accordance with the usual procedures of the Company. Notwithstanding the foregoing, in recognition that Employee will be required during the term of this Agreement at the rate of four weeks per annum. Vacation shall be taken each year and, if not taken, up to do two weeks of unused vacation days shall be carried over for up to a considerable amount maximum aggregate of local driving in connection with his services hereunder20 days carried over. In the event that Employee’s employment by the Company is terminated for any reason whatsoever, the Company shall provide pay to Employee an amount equal to the number of carried over vacation days’ times Employee’s then-current daily rate of salary pursuant to Section 3(a) above, upon such termination. Employee shall also be entitled to six (6) personal days per fiscal year during the Term. In the event that Employee does not use all such personal days, the Company shall pay to Employee for up to three of unused days’ times Employee’s then-current daily rate of salary pursuant to Section 3(a) above. (c) The Company shall reimburse Employee, in accordance with the use practice followed from time to time for other executive officers of the Company, for a cellular telephone, a laptop computer, including all expenses relating to operating a laptop computer and wireless connections and suitable automobile software thereon, and all reasonable and necessary business and traveling expenses incidental throughout and other disbursements incurred by Employee for or on behalf of the Company in the performance of Employee’s duties hereunder, upon presentation by Employee to the Company of an appropriate documentation of such. (d) During the term of this Agreement. (e) All benefits to , Employee specifically provided for herein shall be entitled to receive a car allowance (the “Car Allowance”) of $1,500 per month, payable in addition advance, pro rated for the first and last months of this Agreement, should it become effective on a day other than first calendar day of the month in which it becomes effective. The parties hereto acknowledge that the payment of the Car Allowance is in lieu of any right of Employee to reimbursement of costs related the use by Employee of Employee’s personal motor vehicle, including, but not limited to, insurance, repair, maintenance, mileage charges and shall fuel costs, but does not diminishinclude parking and toll charges (the “Other Car Expenses”) reasonably incurred on the Company’s behalf, (i) such other benefits and/or compensation as may hereafter Other Car Expenses to be granted to or afforded to Employee reimbursed by the Board of Directors of the Company, (ii) any rights which Employee may have or may acquire under any hospitalization, life insurance, pension, profit sharing, incentive compensation or other present or future employee benefit plan or plans of the Company; and (iii) all medical reimbursement up to $5,000 per annum for all medical expenses not covered by Company plans. (f) In the event of the death of Employee during the course of his employment hereunder, the Company shall continue to pay to Employee's widow, or to such other person or persons as may be designated by Employee in his Will, or to his Estate in the event of Employee's intestacy, one-half (1/2) of the compensation to which Employee is entitled pursuant to paragraph 5 hereunder for the balance of the period covered by this Agreement.4(c) above..

Employee Benefits; Expenses. (a) During the period of employment, --------------------------- the Company shall continue to will provide at its expense, life insurance to Employee in the face amount of up to $1,000,0001,000,000 and disability insurance in an amount equal to two-thirds of Employee's base salary as established under paragraph 4(a) and shall pay the premium for a standard risk non-smoker. Employee shall pay any difference in the event that the policy is other than a standard risk non-smoker. (b) During the period of employment, Employee shall be eligible to participate in the Company's stock option and plans, stock purchase plans or other employee incentive plans (including without limitation its 1998 Stock Option Plan) to the extent determined in the sole discretion of the Board of Directors of the Company or a committee thereof. (c) During the period of employment, Employee shall be furnished with office space and facilities commensurate with his position and adequate for the performance of his duties; he shall be provided with the perquisites customarily associated with the position of a Senior Executive the Chief Financial Officer of the Company; and he shall be entitled to regular vacations during each year of not less than four (4) weeks in the aggregate. Any such vacation time not used by Employee in any one year shall accumulate to his benefit in the succeeding years and, to the extent not previously used as of the termination of the period of employment, Employee shall be paid in cash in lieu of such unused vacation. (d) It is contemplated that during the period of employment, Employee may be required to incur out-of-pocket expenses in connection with the performance of his services hereunder, including expenses incurred for travel and business entertainment. Accordingly, the Company shall pay, or reimburse Employee for all reasonable out-of-pocket expenses reasonably incurred by Employee in the performance of his duties hereunder upon submission of reasonable documentation therefore 3 in accordance with the usual procedures of the Company. Notwithstanding the foregoing, in recognition that Employee will be required during the term of this Agreement to do a considerable amount of local driving in connection with his services hereunder, the Company shall provide Employee with the use of a suitable automobile and all expenses incidental throughout the term of this Agreement's policies. (e) All benefits to Employee specifically provided for herein shall be in addition to, and shall not diminish, (i) such other benefits and/or compensation as may hereafter be granted to or afforded to Employee by the Board of Directors of the Company, (ii) diminish any rights which Employee may have or may acquire under any hospitalization, life insurance, pension, profit sharing, incentive compensation sharing or other present or future employee benefit plan or plans of the Company; and (iii) all medical reimbursement up to $5,000 per annum for all medical expenses not covered by Company plans. (f) In the event of the death of Employee during the course of his employment hereunder, the Company shall continue to pay to Employee's widow, or to such other person or persons as may be designated by Employee in his Will, or to his Estate in the event of Employee's intestacy, one-half (1/2) of the compensation to which Employee is entitled pursuant to paragraph 5 hereunder for the balance of the period covered by this Agreement.

Employee Benefits; Expenses. (a) During Commencing January 1, 1997 and during the period term of employmentthis agreement, --------------------------- the Company shall continue to provide provide, at its expense, expense up to $40,000 annually to purchase life insurance to Employee in the face amount of $1,000,0004,000,000, with Employee having the right to designate the insurer, owner and beneficiary of such life insurance. b) In the event of the death of Employee, within 30 days thereafter the Company shall promptly make a lump sum payment to Employee's widow, or to such other person or persons as may be designated by Employee in his Will, or to his estate in the event of Employee's intestacy, of the salary and compensation to which Employee is entitled hereunder for the three year period from date of death and one-half of such salary for the balance of the period covered by this Agreement, and in the year of death an additional payment equal to the pro rata amount for said year of the compensation set forth in paragraph 5 (biii), the Company's contribution to the 401(k), and the pro-rata cost of living increment, which additional payment shall be made in accordance with paragraph 5 (ii). c) During the period of employment, Employee shall be eligible to participate in the Company's stock option and stock purchase plans to the extent determined in the sole discretion of the Board of Directors of the Company or a committee thereof. (cd) During the period of employment, Employee shall be furnished with office space and facilities commensurate with his position and adequate for the performance of his duties; he shall be provided with the perquisites customarily associated with the position of a Senior Executive of the Company; and he shall be entitled to six weeks regular vacations vacation during each year of not less than four weeks in the aggregate. Any such vacation time not used by Employee in any one year shall accumulate to his benefit in the succeeding years and, to the extent not previously used as of the termination of the period of employment, Employee shall be paid in cash in lieu of such unused vacationyear. (de) It is contemplated that that, during the period of employment, Employee may be required to incur out-of-pocket expenses in connection with the performance of his services hereunder, including expenses incurred for travel and business entertainment. Accordingly, the Company shall pay, or reimburse Employee Employee, for all out-of-pocket expenses reasonably incurred by Employee in the performance of his duties hereunder in accordance with the usual procedures of the Company. Notwithstanding the foregoing, in the recognition that Employee will be required during the term of this Agreement to do a considerable amount of local driving in connection with his services hereunder, the Company shall provide Employee with the use of a suitable automobile and all expenses incidental throughout the term of this Agreement, including fuel, repairs, maintenance and insurance. (ef) All benefits to Employee specifically specially provided for herein shall be in addition to, and shall not diminish, (i) such other benefits and/or compensation as may hereafter be granted to or afforded to Employee by the Board of Directors of the Company, ; and (ii) any rights which Employee may have or may acquire under any hospitalization, life insurance, pension, profit profit-sharing, incentive compensation or other present or future employee benefit plan or plans of the Company; g) Employee currently works from offices in Lancaster, Pennsylvania and (iii) all medical reimbursement up to $5,000 per annum for all medical expenses from his homes where he has created work space and his responsibilities do not covered by require regular attendance at any Company plans. (f) In office. These responsibilities include, among other things, conducting executive recruiting tasks and visiting customers, investment banks and potential acquisition candidates in the event best interests of the death Company. In recognition of these special employment conditions, disability for Employee during shall occur if he becomes unable, for twelve consecutive months or more, due to ill health or other incapacity to perform the course of his employment hereunderservices described above. In that event, the Company may thereafter, upon at least 90 days written notice to employee, place him on disability status and terminate this agreement. If employee is so determined by the Company as disabled, he shall continue to pay to Employee's widow, or to such other person or persons as may be designated by Employee in his Will, or entitled to his Estate annual compensation as set forth in paragraph 5 (i) and 5 (ii) hereof payable in weekly installments for the event first two years after notice of Employee's intestacy, disability and thereafter one-half (1/2) of the such compensation to which Employee is entitled pursuant to paragraph 5 hereunder payable in weekly installments for the balance of the period covered by this Agreementagreement.

Employee Benefits; Expenses. (a) During the period of employment, --------------------------- the Company shall continue to may provide at its expense, life insurance to Employee in the face amount of up to $1,000,0001,000,000 with the Company as beneficiary. (b) During the period of employment, Employee shall be eligible to participate in the Company's stock option and plans, stock purchase plans or other employee incentive plans (including without limitation its 1995 Long-Term Incentive Plan and 1996 Non-Qualified Stock Option Plan) to the extent determined in the sole discretion of the Board of Directors of the Company or a committee thereof. (c) During the period of employment, Employee shall be furnished with office space and facilities commensurate with his position and adequate for the performance of his duties; he shall be provided with the perquisites customarily associated with the position of a Senior Executive Vice President of the Company; and he shall be entitled to regular vacations during each year of not less than four three weeks in the aggregate. Any such vacation time not used by Employee in any one year shall accumulate to his benefit in the succeeding years and, to the extent not previously used as of the termination of the period of employment, Employee shall be paid in cash in lieu of such unused vacation. (d) It is contemplated that during the period of employment, Employee may be required to incur out-of-pocket expenses in connection with the performance of his services hereunder, including expenses incurred for travel and business entertainment. Accordingly, the Company shall pay, or reimburse Employee for all reasonable out-of-pocket expenses reasonably incurred by Employee in the performance of his duties hereunder upon submission of reasonable documentation therefore in accordance with the usual procedures of the Company's policies. Notwithstanding and in addition to the foregoing, in recognition that Employee will be required during the term of this Agreement to do a considerable amount of local driving in connection with his services hereunder, the Company shall also provide Employee with an automobile allowance of $400 per month, and shall reimburse the use of a suitable automobile and Employee for all expenses incidental relating to gasoline and automobile insurance, throughout the term of this Agreement. (e) All benefits to Employee specifically provided for herein shall be in addition to, and shall not diminish, (i) such other benefits and/or compensation as may hereafter be granted to or afforded to Employee by the Board of Directors of the Company, or (ii) any rights which Employee may have or may acquire under any hospitalization, life insurance, pension, profit sharing, incentive compensation or other present or future employee benefit plan or plans of the Company; and (iii) all medical reimbursement up to $5,000 per annum for all medical expenses not covered by Company plans. (f) In the event of the death of Employee during the course of his employment hereunder, the Company shall continue to pay to Employee's widow, or to such other person or persons as may be designated by Employee in his Will, or to his Estate in the event of Employee's intestacy, one-half (1/2) of the compensation to which Employee is entitled pursuant to paragraph 5 hereunder for the balance of the period covered by this Agreement.

Employee Benefits; Expenses. (a) During the period of active employment, --------------------------- Employee shall receive all fringe benefits in the nature of health, medical, life and/or other insurance, a Company car and related expenses as received by other officers of the Company. b) The Company shall continue to provide at its expensereimburse Employee for all proper expenses incurred by him, life insurance to Employee including disbursements made in the face amount performance of $1,000,000his duties to the Company; provided, however that no extraordinary expenses and/or disbursements shall be incurred by Employee without the prior approval of the Chief Executive Officer or the Board of Directors of the Company. (bc) During the period of employment, Employee shall be eligible to participate in the Company's stock option and stock purchase plans and to acquire warrants to purchase the Company's stock to the extent determined in the sole discretion of the Compensation Committee of the Company's Board of Directors of the Company or a committee thereofDirectors. (cd) During the period of active employment, Employee shall be furnished with office space and facilities commensurate with his position and adequate for the performance of his duties; he shall be provided with the perquisites customarily associated with the position of a Senior Executive of the Company; and he shall be entitled to six weeks regular vacations vacation during each year of not less than four weeks in the aggregate. Any such vacation time not used by Employee in any one year shall accumulate to his benefit in the succeeding years and, to the extent not previously used as of the termination of the period of employment, Employee shall be paid in cash in lieu of such unused vacationyear. (d) It is contemplated that during the period of employment, Employee may be required to incur out-of-pocket expenses in connection with the performance of his services hereunder, including expenses incurred for travel and business entertainment. Accordingly, the Company shall pay, or reimburse Employee for all out-of-pocket expenses reasonably incurred by Employee in the performance of his duties hereunder in accordance with the usual procedures of the Company. Notwithstanding the foregoing, in recognition that Employee will be required during the term of this Agreement to do a considerable amount of local driving in connection with his services hereunder, the Company shall provide Employee with the use of a suitable automobile and all expenses incidental throughout the term of this Agreement. (e) All benefits to Employee specifically provided for herein shall be in addition to, and shall not diminish, (i) such other benefits and/or compensation as may hereafter be granted to or afforded to Employee by the Board of Directors of the Company, (ii) any rights which Employee may have or may acquire under any hospitalization, life insurance, pension, profit sharing, incentive compensation or other present or future employee benefit plan or plans of the Company; and (iii) all medical reimbursement up to $5,000 per annum for all medical expenses not covered by Company plans. (f) In the event of the death of Employee during the course of his employment hereunderEmployee, within 30 days thereafter the Company shall continue to pay promptly make a lump sum payment to Employee's widow, or to such other person or persons as may be designated by Employee in his Will, or to his Estate estate in the event of Employee's intestacy, one-half (1/2) of the salary and compensation to which Employee is entitled pursuant to paragraph 5 hereunder for the two year period from date of death and one-half of such salary for the balance of the period covered by this Agreement, and in the year of death an additional payment equal to the pro rata amount for said year of the compensation set forth in paragraph 5 (iii), the Company's contribution to the 401(k), and the pro-rata cost of living increment, which additional payment shall be made in accordance with paragraph 5 (ii). and thereafter one-half of such compensation Board of Directors of the Company or a committee thereof. f) Disability for Employee shall occur if he becomes unable, for twelve consecutive months or more, due to ill health or other incapacity to perform the services described above. In that event, the Company may thereafter, upon at least 90 days written notice to employee, place him on disability status and terminate this agreement. If employee is so determined by the Company as disabled, he shall be entitled to his annual compensation as set forth in paragraph 5 (i) and 5 (ii) hereof payable in weekly installments for the first two years after notice of disability, payable in weekly installments for the balance of the period covered by this agreement.

Employee Benefits; Expenses. (a) During the period of employment, --------------------------- the Company shall continue to will provide at its expense, life insurance payable to Employee Employee's designated beneficiary, in the face amount of up to $1,000,0001,000,000 and disability insurance in an amount equal to two-thirds of Employee's base salary as established under paragraph 4(a) and shall pay the premium for a standard risk non-smoker. Employee shall pay any difference in the event that the policy is other than a standard risk non-smoker. (b) During the period of employment, Employee shall be eligible to participate in the Company's stock option and plans, stock purchase plans or other employee incentive plans (including without limitation its 1998 Stock Option Plan) to the extent determined in the sole discretion of the Board of Directors of the Company or a committee thereof. (c) During the period of employment, Employee shall be furnished with office space and facilities commensurate with his her position and adequate for the performance of his her duties; he she shall be provided with the perquisites customarily associated with the position of a Senior Executive the Vice President of Technology of the Company; and he she shall be entitled to regular vacations during each year of not less than four (4) weeks in the aggregate. Any such vacation time not used by Employee in any one year shall accumulate to his benefit in the succeeding years and, to the extent not previously used as of the termination of the period of employment, Employee shall be paid in cash in lieu of such unused vacation. (d) It is contemplated that during the period of employment, Employee may be required to incur out-of-pocket expenses in connection with the performance of his her services hereunder, including expenses incurred for travel and business entertainment. Accordingly, the Company shall pay, or reimburse Employee for all reasonable out-of-pocket expenses reasonably incurred by Employee 3 in the performance of his her duties hereunder upon submission of reasonable documentation therefore in accordance with the usual procedures of the Company. Notwithstanding the foregoing, in recognition that Employee will be required during the term of this Agreement to do a considerable amount of local driving in connection with his services hereunder, the Company shall provide Employee with the use of a suitable automobile and all expenses incidental throughout the term of this Agreement's policies. (e) All benefits to Employee specifically provided for herein shall be in addition to, and shall not diminish, (i) such other benefits and/or compensation as may hereafter be granted to or afforded to Employee by the Board of Directors of the Company, (ii) diminish any rights which Employee may have or may acquire under any hospitalization, life insurance, pension, profit sharing, incentive compensation sharing or other present or future employee benefit plan or plans of the Company; and (iii) all medical reimbursement up to $5,000 per annum for all medical expenses not covered by Company plans. (f) In the event of the death of Employee during the course of his employment hereunder, the Company shall continue to pay to Employee's widow, or to such other person or persons as may be designated by Employee in his Will, or to his Estate in the event of Employee's intestacy, one-half (1/2) of the compensation to which Employee is entitled pursuant to paragraph 5 hereunder for the balance of the period covered by this Agreement.

Employee Benefits; Expenses. (a) During the period term of employmentthis agreement, --------------------------- the Company shall continue to provide provide, at its expenseexpense $40,000 annually to purchase life insurance, with Employee having the right to designate the insurer, owner and beneficiary of such life insurance insurance. b) In the event of the death of Employee, within 30 days thereafter the Company shall promptly make a lump sum payment to Employee's widow, or to such other person or persons as may be designated by Employee in his Will, or to his estate in the face event of Employee's intestacy, of the salary and compensation to which Employee is entitled hereunder for the three year period from date of death and one-half of such salary for the balance of the period covered by this Agreement, (provided that no payment shall be required for any period beyond October 31, 2000), and in the year of death an additional payment equal to the pro rata amount for said year of $1,000,000the compensation set forth in paragraph 5 (iii), the Company's contribution to the 401(k), and the pro-rata cost of living increment, which additional payment shall be made in accordance with paragraph 5 (ii). (bc) During the period of employment, Employee shall be eligible to participate in the Company's stock option and stock purchase plans and to acquire warrants to purchase the Company's stock, to the extent determined in the sole discretion of the Compensation Committee of the Company's Board of Directors of the Company or a committee thereofDirectors. (cd) During the period of employment, Employee shall be furnished with office space and facilities commensurate with his position and adequate for the performance of his duties; he shall be provided with the perquisites customarily associated with the position of a Senior Executive of the Company; and he shall be entitled to six weeks regular vacations vacation during each year of not less than four weeks in the aggregate. Any such vacation time not used by Employee in any one year shall accumulate to his benefit in the succeeding years and, to the extent not previously used as of the termination of the period of employment, Employee shall be paid in cash in lieu of such unused vacationyear. (de) It is contemplated that that, during the period of employment, Employee may be -------------------------------------------------------------------------------- Lee X. Xxxxx Xxxloyment Agreement 1997 - Page 4 of 7 - 5 required to incur out-of-pocket expenses in connection with the performance of his services hereunder, including expenses incurred for travel and business entertainment. Accordingly, the Company shall pay, or reimburse Employee Employee, for all out-of-pocket expenses reasonably incurred by Employee in the performance of his duties hereunder in accordance with the usual procedures of the Company. Notwithstanding the foregoing, in the recognition that Employee will be required during the term of this Agreement to do a considerable amount of local driving in connection with his services hereunder, the Company shall provide Employee with the use of a suitable automobile and all expenses incidental throughout the term of this Agreement, including fuel, repairs, maintenance and insurance. (ef) All benefits to Employee specifically specially provided for herein shall be in addition to, and shall not diminish, (i) such other benefits and/or compensation as may hereafter be granted to or afforded to Employee by the Board of Directors of the Company, ; and (ii) any rights which Employee may have or may acquire under any hospitalization, life insurance, pension, profit profit-sharing, incentive compensation or other present or future employee benefit plan or plans of the Company; g) Employee currently works from offices in Lancaster, Pennsylvania and (iii) all medical reimbursement up to $5,000 per annum for all medical expenses from his homes where he has created work space and his responsibilities do not covered by require regular attendance at any Company plans. (f) In office. These responsibilities include, among other things, conducting executive recruiting tasks and visiting customers, investment banks and potential acquisition candidates in the event best interests of the death Company. In recognition of these special employment conditions, disability for Employee during shall occur if he becomes unable, for twelve consecutive months or more, due to ill health or other incapacity to perform the course of his employment hereunderservices described above. In that event, the Company may thereafter, upon at least 90 days written notice to employee, place him on disability status and terminate this agreement. If employee is so determined by the Company as disabled, he shall continue to pay to Employee's widow, or to such other person or persons as may be designated by Employee in his Will, or entitled to his Estate annual compensation as set forth in paragraph 5 (i) and 5 (ii) hereof payable in weekly installments for the event first two years after notice of Employee's intestacydisability (provided that no payment shall be required for any period beyond October 31, 2000) and thereafter one-half (1/2) of the such compensation to which Employee is entitled pursuant to paragraph 5 hereunder payable in weekly installments for the balance of the period covered by this Agreementagreement.

Employee Benefits; Expenses. (a) During the period of employment, --------------------------- the Company shall continue to may provide at its expense, life insurance to Employee in the face amount of up to $1,000,0001,000,000 with the Company as beneficiary. (b) During the period of employment, Employee shall be provided with health insurance and shall be eligible to participate in the Company's stock option and plans, stock purchase plans or other employee incentive plans (including without limitation its 1995 Long-Term Incentive Plan and 1996 Non-Qualified Stock Option Plan) to the extent determined in the sole discretion of the Board of Directors of the Company or a committee thereof. Notwithstanding the foregoing, Employee shall receive options under the 1996 plan to purchase 66,667 shares of Common Stock at a purchase price of $1.50 per share. (c) During the period of employment, Employee shall be furnished with office space and facilities commensurate with his position and adequate for the performance of his duties; he shall be provided with the perquisites customarily associated with the position of a Senior Executive Vice President of the Company; and he shall be entitled to regular vacations during each year of not less than four three weeks in the aggregate. Any such vacation time not used by Employee in any one year shall accumulate to his benefit in the succeeding years and, to the extent not previously used as of the termination of the period of employment, Employee shall be paid in cash in lieu of such unused vacation. (d) It is contemplated that during the period of employment, Employee may be required to incur out-of-pocket expenses in connection with the performance of his services hereunder, including expenses incurred for travel and business entertainment. Accordingly, the Company shall pay, or reimburse Employee for all reasonable out-of-pocket expenses reasonably incurred by Employee in the performance of his duties hereunder upon submission of reasonable documentation therefore in accordance with the usual procedures of the Company's policies. Notwithstanding and in addition to the foregoing: (i) in recognition of Employee traveling each week to and from Buffalo, New York, so that he can work in New York on a full time basis, Employee shall be entitled to receive traveling and relocation expenses, as incurred, up to $25,000 for such purpose; and (ii) in recognition that Employee will be required during the term of this Agreement to do a considerable amount of local driving in connection with his services hereunder, the Company shall also provide Employee with the use an automobile allowance of a suitable automobile $650 per month, and all expenses incidental throughout the term of this Agreement.shall (e) All benefits to Employee specifically provided for herein shall be in addition to, and shall not diminish, (i) such other benefits and/or compensation as may hereafter be granted to or afforded to Employee by the Board of Directors of the Company, or (ii) any rights which Employee may have or may acquire under any hospitalization, life insurance, pension, profit sharing, incentive compensation or other present or future employee benefit plan or plans of the Company; and (iii) all medical reimbursement up to $5,000 per annum for all medical expenses not covered by Company plans. (f) In the event of the death of Employee during the course of his employment hereunder, the Company shall continue to pay to Employee's widow, or to such other person or persons as may be designated by Employee in his Will, or to his Estate in the event of Employee's intestacy, one-half (1/2) of the compensation to which Employee is entitled pursuant to paragraph 5 hereunder for the balance of the period covered by this Agreement.

Employee Benefits; Expenses. (a) During the period of employment, --------------------------- the Company shall continue to provide at its expense, life insurance to Employee in the face amount of $1,000,000. (b) During the period of employment, Employee shall be eligible to participate in stock option plans, stock purchase plans or other employee incentive plans of the Company to the extent such plans exist and to the same extent as the Company's stock option and stock purchase plans to the extent other executives as determined in the sole discretion of the Board of Directors of the Company or a committee thereof. (cb) During the period of employment, Employee shall be furnished with office space and facilities commensurate with his position and adequate for the performance of his duties; he shall be provided with the perquisites customarily associated with the position of a Senior Executive the an executive of the Company; and he shall be entitled to regular vacations during each year of not less than four (4) weeks in the aggregate. Any such The Company shall not pay Employee any additional compensation for any vacation time not used by Employee nor shall vacation time accrued in any one calendar year shall accumulate to his benefit be usable in the succeeding years and, to the extent not previously used as of the termination of the period of employment, Employee shall be paid in cash in lieu of such unused vacationany other calendar year. (dc) It is contemplated that during the period of employment, Employee may be required to incur out-of-pocket expenses in connection with the performance of his services hereunder, including expenses incurred for travel and business entertainment. Accordingly, the Company shall pay, or reimburse Employee for all reasonable out-of-pocket expenses reasonably incurred by Employee in the performance of his duties hereunder upon submission of reasonable documentation therefore in accordance with the usual procedures of the Company's policies. Notwithstanding and in addition to the foregoing, in recognition that Employee will be required during the term of this Agreement to do a considerable amount of local driving in connection with his services hereunder, the Company shall also provide Employee with an automobile allowance of $520.00 per month, with annual increases of five percent (5%) per year, and shall reimburse the use of a suitable automobile and Employee for all expenses incidental relating to gasoline, tolls and automobile insurance on a monthly basis upon submission of receipts, throughout the term of this Agreement. In addition to the foregoing, the Company shall provide Employee with a special discretionary expense account equal to One Thousand Five Hundred Dollars ($1,500.00) per month for entertainment and other expenses related to the conduct and advancement of the Company's business upon receipt of Employee's monthly invoice for such amount. In the event that, at the expiration of any automobile lease, Employee is assessed an excess mileage charge, the Company shall reimburse Employee for such charge. (ed) All benefits to Employee specifically provided for herein shall be in addition to, and shall not diminish, (i) such other benefits and/or compensation as may hereafter be granted to or afforded to Employee by the Board of Directors of the Company, or (ii) any rights which Employee may have or may acquire under any hospitalization, life insurance, pension, profit sharing, incentive compensation or other present or future employee benefit plan or plans of the Company; and (iii) all medical reimbursement up to $5,000 per annum for all medical expenses not covered by Company plans. (fe) In the event of the death of Employee during the course of his employment hereunder, the Company shall (i) pay Employee's widow the proceeds of any life insurance policy maintained by the Company that names her as a beneficiary, or (ii) continue to pay to Employee's widow, or to such other person or persons as may be designated by Employee in his Will, or to his Estate in the event of Employee's intestacy, one-half (1/2<<) of the compensation base salary (excluding bonuses, expenses, stock options and all benefits) to which Employee is entitled pursuant to paragraph 5 4(a) hereunder for a period of one year from the balance date of death. The Company and Employee shall determine within sixty (60) days of the period covered by this AgreementEffective Date whether adequate insurance on the life of Employee is available at a reasonable premium.

Employee Benefits; Expenses. (a) During the period of employment, --------------------------- the Company shall continue to provide at its expense, life insurance to Employee in the face amount of $1,000,000. (b) During the period of employment, Employee shall be eligible entitled to participate in the Company's stock option medical insurance, life insurance and stock purchase pension plans to the extent determined in the sole discretion same manner as other of the Board Company's executives in positions of Directors similar authority and importance. (b) For purposes of determining vacation and other payments or benefit entitlements dependent, in whole or in part, on length of service, the Employee's services to GMC Corp. shall be treated as if same had been performed as an employee of the Company or a committee thereofCompany. (c) During the period of employment, Employee shall be furnished with office space and facilities commensurate with his position and adequate for the performance of his duties; and he shall be provided with the perquisites customarily associated with the position of a Senior Executive an executive of the Company; and he shall be entitled to regular vacations during each year of not less than four weeks in the aggregate. Any such vacation time not used by Employee in any one year shall accumulate to his benefit in the succeeding years and, to the extent not previously used as of the termination of the period of employment, Employee shall be paid in cash in lieu of such unused vacation. (d) It is contemplated that during the period of employment, Employee may be required to incur out-of-pocket expenses in connection with the performance of his services hereunder, including expenses incurred for travel and business entertainment. Accordingly, the Company shall pay, or reimburse Employee for all reasonable out-of-pocket expenses reasonably incurred by Employee in the performance of his duties hereunder upon submission of reasonable documentation therefore in accordance with the usual procedures Company's policies. (e) During the period of his employment hereunder, Employee shall be entitled to either (i) receive an allowance with respect to an automobile in the Companysame amount as he currently receives from GMC; or (ii) continue to use any leased vehicle provided by GMC for the shorter of (x) the term of such lease or (y) the term of his employment hereunder. Notwithstanding If the foregoing, in recognition that Employee will be required lease with respect to any such vehicle expires during the term of this Agreement to do a considerable amount of local driving in connection with his services hereunderor any extension hereof, the Company shall provide Employee with have the use option of either furnishing a suitable automobile and all expenses incidental throughout the term of this Agreementreplacement vehicle or a cash vehicle allowance. (e) All benefits to Employee specifically provided for herein shall be in addition to, and shall not diminish, (i) such other benefits and/or compensation as may hereafter be granted to or afforded to Employee by the Board of Directors of the Company, (ii) any rights which Employee may have or may acquire under any hospitalization, life insurance, pension, profit sharing, incentive compensation or other present or future employee benefit plan or plans of the Company; and (iii) all medical reimbursement up to $5,000 per annum for all medical expenses not covered by Company plans. (f) In the event of the death of Employee during the course of his employment hereunder, the Company shall continue to pay to Employee's widow, or to such other person or persons as may be designated by Employee in his Will, or to his Estate in the event of Employee's intestacy, one-half (1/2) of the compensation to which Employee is entitled pursuant to paragraph 5 hereunder for the balance of the period covered by this Agreement.

Employee Benefits; Expenses. (a) During the period of employment, --------------------------- the Company shall continue to provide at its expense, life insurance to Employee in the face amount of $1,000,000. (b) During the period of employment, Employee shall be eligible to participate in stock option plans, stock purchase plans or other employee incentive plans of the Company to the extent such plans exist and to the same extent as the Company's stock option and stock purchase plans to the extent other executives as determined in the sole discretion of the Board of Directors of the Company or a committee thereof. (cb) During the period of employment, Employee shall be furnished with office space and facilities commensurate with his position and adequate for the performance of his duties; he shall be provided with the perquisites customarily associated with the position of a Senior Executive the an executive of the Company; and he shall be entitled to regular vacations during each year of not less than four (4) weeks in the aggregate. Any such The Company shall not pay Employee any additional compensation for any vacation time not used by Employee nor shall vacation time accrued in any one calendar year shall accumulate to his benefit be usable in the succeeding years and, to the extent not previously used as of the termination of the period of employment, Employee shall be paid in cash in lieu of such unused vacation.any other calendar year (dc) It is contemplated that during the period of employment, Employee may be required to incur out-of-pocket expenses in connection with the performance of his services hereunder, including expenses incurred for travel and business entertainment. Accordingly, the Company shall pay, or reimburse Employee for all reasonable out-of-pocket expenses reasonably incurred by Employee in the performance of his duties hereunder upon submission of reasonable documentation therefore in accordance with the usual procedures of the Company's policies. Notwithstanding and in addition to the foregoing, in recognition that Employee will be required during the term of this Agreement to do a considerable amount of local driving in connection with his services hereunder, the Company shall also provide Employee with an automobile allowance of $525.00 per month, with annual increases of five percent (5%) per year, and shall reimburse the use of a suitable automobile and Employee for all expenses incidental relating to gasoline, tolls and automobile insurance on a monthly basis upon submission of receipts, throughout the term of this Agreement. In addition to the foregoing, the Company shall provide Employee with a special discretionary expense account equal to One Thousand Five Hundred Dollars ($1,500.00) per month for entertainment and other expenses related to the conduct and advancement of the Company's business upon receipt of Employee's monthly invoice for such amount. In the event that, at the expiration of any automobile lease, Employee is assessed an excess mileage charge, the Company shall reimburse Employee for such charge. (ed) All benefits to Employee specifically provided for herein shall be in addition to, and shall not diminish, (i) such other benefits and/or compensation as may hereafter be granted to or afforded to Employee by the Board of Directors of the Company, or (ii) any rights which Employee may have or may acquire under any hospitalization, life insurance, pension, profit sharing, incentive compensation or other present or future employee benefit plan or plans of the Company; and (iii) all medical reimbursement up to $5,000 per annum for all medical expenses not covered by Company plans. (fe) In the event of the death of Employee during the course of his employment hereunder, the Company shall (i) pay Employee's widow the proceeds of any life insurance policy maintained by the Company that names her as a beneficiary, or (ii) continue to pay to Employee's widow, or to such other person or persons as may be designated by Employee in his Will, or to his Estate in the event of Employee's intestacy, one-half (1/2) of the compensation base salary (excluding bonuses, expenses, stock options and all benefits) to which Employee is entitled pursuant to paragraph 5 4(a) hereunder for a period of one year from the balance date of death. The Company and Employee shall determine within sixty (60) days of the period covered by this AgreementEffective Date whether adequate insurance on the life of Employee is available at a reasonable premium.

Employee Benefits; Expenses. (a) During the period of active employment, --------------------------- Employee shall receive all fringe benefits in the nature of health, medical, life and/or other insurance, a Company car and related expenses as received by other officers of the Company. b) The Company shall continue to provide at its expensereimburse Employee for all proper expenses incurred by him, life insurance to Employee including disbursements made in the face amount performance of $1,000,000his duties to the Company; provided, however that no extraordinary expenses and/or disbursements shall be incurred by Employee without the prior approval of the Chief Executive Officer or the Board of Directors of the Company. (bc) During the period of employment, Employee shall be eligible to participate in the Company's stock option and stock purchase plans to the extent determined in the sole discretion of the Board of Directors of the Company or a committee thereof. (cd) During the period of employment, Employee shall be furnished with office space and facilities commensurate with his position and adequate for the performance of his duties; he shall be provided with the perquisites customarily associated with the position of a Senior Executive of the Company; and he shall be entitled to six weeks regular vacations vacation during each year of not less than four weeks in the aggregate. Any such vacation time not used by Employee in any one year shall accumulate to his benefit in the succeeding years and, to the extent not previously used as of the termination of the period of employment, Employee shall be paid in cash in lieu of such unused vacationyear. (d) It is contemplated that during the period of employment, Employee may be required to incur out-of-pocket expenses in connection with the performance of his services hereunder, including expenses incurred for travel and business entertainment. Accordingly, the Company shall pay, or reimburse Employee for all out-of-pocket expenses reasonably incurred by Employee in the performance of his duties hereunder in accordance with the usual procedures of the Company. Notwithstanding the foregoing, in recognition that Employee will be required during the term of this Agreement to do a considerable amount of local driving in connection with his services hereunder, the Company shall provide Employee with the use of a suitable automobile and all expenses incidental throughout the term of this Agreement. (e) All benefits to Employee specifically provided for herein shall be in addition to, and shall not diminish, (i) such other benefits and/or compensation as may hereafter be granted to or afforded to Employee by the Board of Directors of the Company, (ii) any rights which Employee may have or may acquire under any hospitalization, life insurance, pension, profit sharing, incentive compensation or other present or future employee benefit plan or plans of the Company; and (iii) all medical reimbursement up to $5,000 per annum for all medical expenses not covered by Company plans. (f) In the event of the death of Employee during the course of his employment hereunderEmployee, within 30 days thereafter the Company shall continue to pay promptly make a lump sum payment to Employee's widow, or to such other person or persons as may be designated by Employee in his Will, or to his Estate estate in the event of Employee's intestacy, one-half (1/2) of the salary and compensation to which Employee is entitled pursuant to paragraph 5 hereunder for the two year period from date of death and one-half of such salary for the balance of the period covered by this Agreement, and in the year of death an additional payment equal to the pro rata amount for said year of the compensation set forth in paragraph 5 (iii), the Company's contribution to the 401(k), and the pro-rata cost of living increment, which additional payment shall be made in accordance with paragraph 5 (ii). f) Disability for Employee shall occur if he becomes unable, for twelve consecutive months or more, due to ill health or other incapacity to perform the services described above. In that event, the Company may thereafter, upon at least 90 days written notice to employee, place him on disability status and terminate this agreement. If employee is so determined by the Company as disabled, he shall be entitled to his annual compensation as set forth in paragraph 5 (i) and 5 (ii) hereof payable in weekly installments for the first two years after notice of disability and thereafter one-half of such compensation payable in weekly installments for the balance of the period covered by this agreement.

Employee Benefits; Expenses. (a) During the period of employment, --------------------------- the Company shall continue to may provide at its expense, life insurance to Employee in the face amount of up to $1,000,000. (b) During the period of employment, Employee shall be eligible to participate in the Company's stock option and plans, stock purchase plans or other employee incentive plans to the extent determined in the sole discretion of the Board of Directors of the Company or a committee thereof. (c) During the period of employment, Employee shall be furnished with office space and facilities commensurate with his position and adequate for the performance of his duties; he shall be provided with the perquisites customarily associated with the position of a Senior Executive the Vice President-Finance of the Company; and he shall be entitled to regular vacations during each year of not less than four three weeks in the aggregate. Any such vacation time not used by Employee in any one year shall accumulate to his benefit in the succeeding years and, to the extent not previously used as of the termination of the period of employment, Employee shall be paid in cash in lieu of such unused vacation. (d) It is contemplated that during the period of employment, Employee may be required to incur out-of-pocket expenses in connection with the performance of his services hereunder, including expenses incurred for travel and business entertainment. Accordingly, the Company shall pay, or reimburse Employee for all reasonable out-of-pocket expenses reasonably incurred by Employee in the performance of his duties hereunder upon submission of reasonable documentation therefore in accordance with the usual procedures of the Company's policies. Notwithstanding and in addition to the foregoing, in recognition that Employee will be required during the term of this Agreement to do a considerable amount of local driving in connection with his services hereunder, the Company shall also provide Employee with the use an automobile allowance of a suitable automobile and all expenses incidental throughout the term of this Agreement$400 per month. (e) All benefits to Employee specifically provided for herein shall be in addition to, and shall not diminish, (i) such other benefits and/or compensation as may hereafter be granted to or afforded to Employee by the Board of Directors of the Company, or (ii) any rights which Employee may have or may acquire under any hospitalization, life insurance, pension, profit sharing, incentive compensation or other present or future employee benefit plan or plans of the Company; and (iii) all medical reimbursement up to $5,000 per annum for all medical expenses not covered by Company plans. (f) In the event of the death of Employee during the course of his employment hereunder, the Company shall continue to pay to Employee's widow, or to such other person or persons as may be designated by Employee in his Will, or to his Estate in the event of Employee's intestacy, one-half (1/2) of the compensation to which Employee is entitled pursuant to paragraph 5 4 hereunder for the balance of the period covered by this Agreement.

Employee Benefits; Expenses. (a) During the period term of employmentthis Agreement, --------------------------- the Company shall continue provide to provide at its expenseExecutive the right to participate in the Company’s then existing medical and dental insurance, life insurance insurance, disability insurance, retirement plans, profit-sharing plans, savings plans, stock option plans and other employee benefit plans and policies as currently provided by Administaff (or its successor) on the same terms as are then generally available to Employee in the face amount of $1,000,000Company’s senior executive officers. (b) During the period of employmentThe Company shall reimburse Executive for all reasonable and necessary expenses, Employee shall be eligible to participate in the Company's stock option and stock purchase plans to the extent determined in the sole discretion of the Board of Directors other disbursements incurred by Executive for or on behalf of the Company in the performance of Executive’s duties under this Agreement, upon submission of appropriate documentation therefor, consistent with the Company’s expense reimbursement policies. Reasonable and necessary expenses includes full refundable (upgradeable) coach fare, or a committee thereofif not available business or other class fare, for air travel when traveling on behalf of the Company. When Executive’s travel for the Company is combined with travel for other activities of Executive, Executive will fairly allocate the costs between the Company and Executive’s other activities. (c) During the term of this Agreement and for a three year period of employmentthereafter, Employee the Company shall have in effect at all times, at its expense and no cost to Executive, one or more directors and officers liability indemnification insurance policies (the “D&O Policies”) covering liabilities which may have accrued or that will be furnished with office space and facilities commensurate with his position and adequate for incurred by the performance of his duties; he shall be provided with the perquisites customarily associated with the position of a Senior Executive Executive’s services on behalf of the Company; and he shall be entitled to regular vacations during each year of not less than four weeks Company in the aggregate. Any such vacation time not used minimum benefit amount of amounts to be determined in good faith by Employee in any one year shall accumulate to his benefit in the succeeding years andboard of directors, to the extent not previously used as of the termination of the period of employment, Employee shall be paid in cash in lieu of such unused vacationand provided that all officers and directors are treated alike. (d) It is contemplated that during the period No amounts paid to or on behalf of employment, Employee may be required to incur out-of-pocket expenses in connection with the performance of his services hereunder, including expenses incurred for travel and business entertainment. Accordingly, the Company shall pay, Executive under any plan or reimburse Employee for all out-of-pocket expenses reasonably incurred by Employee in the performance of his duties hereunder arrangement in accordance with the usual procedures paragraphs 5(a), (b), and (c), shall be deemed to be paid in lieu of the Company. Notwithstanding the foregoing, in recognition that Employee will be required during the term of this Agreement other compensation to do a considerable amount of local driving in connection with his services hereunder, the Company shall provide Employee with the use of a suitable automobile and all expenses incidental throughout the term of which Executive is entitled to receive or benefit from under this Agreement. (e) All benefits to Employee specifically provided for herein shall be in addition to, and shall not diminish, (i) such other benefits and/or compensation as may hereafter be granted to or afforded to Employee by the Board of Directors of the Company, (ii) any rights which Employee may have or may acquire under any hospitalization, life insurance, pension, profit sharing, incentive compensation or other present or future employee benefit plan or plans of the Company; and (iii) all medical reimbursement up to $5,000 per annum for all medical expenses not covered by Company plans. (f) In the event of the death of Employee during the course of his employment hereunder, the Company shall continue to pay to Employee's widow, or to such other person or persons as may be designated by Employee in his Will, or to his Estate in the event of Employee's intestacy, one-half (1/2) of the compensation to which Employee is entitled pursuant to paragraph 5 hereunder for the balance of the period covered by this Agreement.