Common use of Expenses and Benefits Clause in Contracts

Expenses and Benefits. (a) Employee shall be entitled to reimbursement for all reasonable and ordinary expenses incurred by Employee in the course of, and directly related to, the rendering of services pursuant to this Agreement in accordance with the Company’s policies for reimbursement of such expenses, and the limitations thereon, that are in effect at the time such expenses are incurred. Such expenses shall be supported by reasonable documentation and accepted standards and rules that the Company will put into place from time to time. (b) During his employment under this Agreement, Employee shall be entitled to participate in or receive benefits under the Company’s medical, health, disability, retirement, welfare and insurance plans and arrangements then in effect and generally made available from time to time to the management employees of the Company, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. (c) Employee shall be entitled to twenty (20) days of paid vacation each year during the Term. Such vacation time shall accrue and cumulate in accordance with the Company’s vacation policy. (d) Employee shall be elected as a Director of the Company and any Company subsidiaries, subject to the approval of the Company’s stockholders, to serve in such capacity until the expiration or termination of this Agreement. The Company agrees to use its reasonable efforts to procure all of these approvals. (e) Upon Employee’s completion of five (5) years of full-time continuous employment with the Company, Employee shall be entitled to a paid sabbatical for a period of up to six (6) weeks. (f) Employee shall be entitled to reimbursement of legal expenses incurred by Employee in the event any entity institutes legal action against Employee based on Employee entering into this Agreement and/or related to Employee’s efforts as an employee or member of the Board of Directors of the Company. The contents of this section shall in no way limit indemnification provisions contained in other agreements or documents of the Company.

Expenses and Benefits. (a) Employee Auto shall reimburse Xx. Xxxxxxxxxx for all reasonable out-of-pocket expenses incurred by him in connection with the performance of his duties hereunder, including, without limitation, expenses in connection with cellular telephone or other wireless communications, travel and entertainment, upon presentation of appropriate documentation therefore. Subject to the foregoing, Xx. Xxxxxxxxxx will be entitled to reimbursement for all reasonable business-class travel and ordinary expenses incurred by Employee accommodations while traveling in the course of, and directly related to, the rendering of services pursuant to this Agreement in accordance connection with the CompanyAuto’s policies for reimbursement of such expenses, and the limitations thereon, that are in effect at the time such expenses are incurred. Such expenses shall be supported by reasonable documentation and accepted standards and rules that the Company will put into place from time to timebusiness. (b) During his employment under this AgreementAuto recognizes that Xx. Xxxxxxxxxx will be required to incur significant travel in rendering services to Auto hereunder and in connection therewith Auto shall, Employee during the Employment Term, provide Xx. Xxxxxxxxxx with an automobile allowance of $1,500 per month which the parties agree shall be entitled used to participate in or receive benefits under pay all of the Company’s medicalexpenses associated with the operation of an automobile including, healthwithout limitation, disabilitymaintenance, retirement, welfare repair and insurance plans and arrangements then in effect and generally made available from time to time to the management employees of the Company, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangementscosts. (c) Employee Xx. Xxxxxxxxxx shall be entitled to twenty (20) days participate, to the extent he qualifies, in such life insurance, hospitalization, disability and other medical insurance plans or programs as are generally made available to executive officers of paid vacation each year during the Term. Such vacation time shall accrue and cumulate in accordance with the Company’s vacation policyAuto. (d) Employee Xx. Xxxxxxxxxx shall be elected as a Director of the Company and any Company subsidiariesentitled to participate, subject to the approval of the Companyclassification requirements, in other benefit plans, such as pension, stock purchase, stock option, savings, bonus and profit sharing plans, which are from time to time applicable to Auto’s stockholders, to serve in such capacity until the expiration or termination of this Agreement. The Company agrees to use its reasonable efforts to procure all of these approvalsexecutive officers. (e) Upon Employee’s completion of five (5) years of full-time continuous employment with During the CompanyEmployment Term, Employee Xx. Xxxxxxxxxx shall be entitled to a four (4) weeks of fully paid sabbatical for a period of up vacation per annum. Xx. Xxxxxxxxxx will be entitled to six (6) weekshis regular compensation on all regularly scheduled Auto holidays. (f) Employee Auto shall indemnify Xx. Xxxxxxxxxx (and his legal representatives or other successors) to the fullest extent permitted by the laws of the State of Delaware and its existing certificate of incorporation and by-laws, and Xx. Xxxxxxxxxx shall be entitled to reimbursement the protection of any insurance policies Auto may elect to maintain generally for the benefit of its officers and/or executives, against all costs, charges and expenses whatsoever incurred or sustained by him (or his legal expenses incurred representatives or other successors) in connection with any action, suit or proceeding to which he (or his legal representatives or other successors) may be made a party by Employee reason of his being or having been an officer and/or executive of Auto and its subsidiaries and affiliates. Collectively, the items referred to in the event any entity institutes legal action against Employee based on Employee entering into this Agreement and/or related to Employee’s efforts as an employee or member of the Board of Directors of the Company. The contents paragraphs (b)-(f) of this section Section 7 shall in no way limit indemnification provisions contained in other agreements or documents of the Companyhereinafter be referred to as “Employee Benefits.”

Expenses and Benefits. The Company shall pay and provide Employee with the following additional benefits: (a) The Company shall pay and provide health insurance coverage for the Employee shall be entitled to reimbursement for all reasonable and ordinary expenses incurred by Employee in the course of, and directly related to, the rendering of services pursuant to this Agreement in accordance with the Company’s policies for reimbursement of such expenses, and the limitations thereon, that are in effect at the time such expenses are incurred. Such expenses shall be supported by reasonable documentation and accepted standards and rules that the Company will put into place from time to time.his immediate family; (b) During his employment under this AgreementThe Company shall own or lease a vehicle for Employee's business usage. The Company shall pay and provide gasoline for the business usage of the employee. Employee shall timely report to the Company on an annual basis the personal vehicle usage for such vehicle obtained by the Employee. At the election of the Company, the Employee shall be entitled provided a vehicle allowance in the amount of Five Hundred Dollars ($500) per month (net of income taxes) in lieu of providing the Employee with a vehicle and the Employee shall own or lease a vehicle to participate be used by Employee for business usage. In the event the Employee owns or leases the vehicle used by the Employee for business purposes, the Employee shall obtain and maintain liability insurance coverage and shall name the Company as an additional insured party; (c) The Company shall reimburse Employee, in or receive benefits under accordance with policies adopted by the Company’s medical, health, disability, retirement, welfare and insurance plans and arrangements then in effect and generally made available Board of Directors from time to time with respect to its officer employees generally, for all reasonable expenses incurred by him in connection with promoting the management employees business of the Company, subject to including expenses for entertainment, travel, and on a basis consistent with similar items, upon presentation by the terms, conditions and overall administration Employee of itemized accounts of such plans expenditures, supported by receipts and arrangements. (c) Employee shall be entitled to twenty (20) days of paid vacation each year during the Term. Such vacation time shall accrue vouchers, and cumulate in accordance with the Company’s vacation policy. (d) Employee shall be elected as a Director of the Company and any Company subsidiaries, subject to the upon approval of the Company’s stockholders, to serve in such capacity until the expiration or termination of this Agreement. The Company agrees to use its reasonable efforts to procure all of these approvals. (e) Upon Employee’s completion of five (5) years of full-time continuous employment with the Company, Employee shall be entitled to a paid sabbatical for a period of up to six (6) weeks. (f) Employee shall be entitled to reimbursement of legal expenses incurred expenditures by Employee in the event any entity institutes legal action against Employee based on Employee entering into this Agreement and/or related to Employee’s efforts as an employee or member of the Board of Directors of the Company; (d) The Employee shall receive such other benefits and perquisites which are designated by the Board of Directors of the Company from time to time for its salaried employees generally and which are applicable to its executive officers, including specifically, but not limited to, life insurance, disability insurance and 401k Plan contributions; (e) The Company shall maintain life insurance coverage on the life of the Employee in the amount provided for in the plan for group health insurance in effect at such time and the premium of said policy shall be paid by the Company. The contents of this section Employee shall direct and name the beneficiary for such policy. The Company, in no way limit indemnification provisions contained in other agreements or documents of its sole discretion, shall have the right to obtain additional life insurance coverage on the Employee payable to the Company. Employee shall fully cooperate with obtaining any such life insurance coverage (f) The Company shall provide Employee with a social membership in Evansville Country Club and shall pay or reimburse Employee for dues and business usage expenses. (g) The Company shall provide Employee with a membership in the Evansville Kennel Club and the Rotary Club of Evansville, respectively, and shall pay or reimburse Employee for such dues. (h) The Company shall pay or reimburse the Employee for dues for membership in the American Institute for Certified Public Accountants.

Expenses and Benefits. (a) Employee shall be entitled to reimbursement for all reasonable and ordinary expenses incurred by Employee in the course of, and directly related to, the rendering of services pursuant to this Agreement in accordance with the Company’s policies for reimbursement of such expenses, and the limitations thereon, that are in effect at the time such expenses are incurred. Such expenses shall be supported by reasonable documentation and accepted standards and rules that the Company will put into place from time to time. (b) During his employment under this Agreement, Employee shall be entitled to participate in or receive benefits under the Company’s medical, health, disability, retirement, welfare and insurance plans and arrangements then in effect and generally made available from time to time to the management employees of the Company, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Company reserves the right to modify, suspend, or discontinue any and all of its health and welfare benefit plans, practices, policies, and programs at any time without recourse by Employee so long as such action is taken generally with respect to all other similarly-situated peer executives and does not single out Employee. (c) Employee shall be entitled to twenty (20) days of paid vacation each year during the Term. Such vacation time shall accrue and cumulate in accordance with the Company’s vacation policy. (d) Employee shall be elected as a Director of the Company and any Company subsidiaries, subject to the approval of the Company’s stockholders, to serve in such capacity until the expiration or termination of this Agreement. The Company agrees to use its reasonable efforts to procure all of these approvals. (e) Upon Employee’s completion of five (5) years of full-time continuous employment with the Company, Employee shall be entitled to a paid sabbatical for a period of up to six (6) weeks. (f) Employee shall be entitled to reimbursement of legal expenses incurred by Employee in the event any entity institutes legal action against Employee based on Employee entering into this Agreement and/or related to Employee’s efforts as an employee or member of the Board of Directors of the Company. The contents of this section shall in no way limit indemnification provisions contained in other agreements or documents of the Company, and in that regard Company generally agrees to indemnify Employee against and in respect of any and all claims, actions, or demands, to the extent permitted by the Company’s By-laws and applicable law.

Expenses and Benefits. (a) Employee shall be entitled to reimbursement for all reasonable and ordinary expenses incurred by Employee in the course of, and directly related to, the rendering of services pursuant to this Agreement in accordance with the Company’s policies for reimbursement of such expenses, and the limitations thereon, that are in effect at the time such expenses are incurred. Such expenses shall be supported by reasonable documentation and accepted standards and rules that the Company will put into place from time to time. (b) During his employment under this Agreement, Employee shall be entitled to participate in or receive benefits under the Company’s medical, health, disability, retirement, welfare and insurance plans and arrangements then in effect and generally made available from time to time to the management employees of the Company, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Company reserves the right to modify, suspend, or discontinue any and all of its health and welfare benefit plans, practices, policies, and programs at any time without recourse by Employee so long as such action is taken generally with respect to all other similarly-situated peer executives and does not single out Employee. (c) Employee shall be entitled to twenty (20) days four weeks of paid vacation each year during the Term. Such vacation time shall accrue and cumulate in accordance with the Company’s vacation policy. (d) Employee shall be elected as a Director of the Company and any Company subsidiaries, subject to the approval of the Company’s stockholders, to serve in such capacity until the expiration or termination of this Agreement. The Company agrees to use its reasonable efforts to procure all of these approvals. (e) Upon Employee’s completion of five (5) years of full-time continuous employment with the Company, Employee shall be entitled to a paid sabbatical for a period of up to six (6) weeks. (f) Employee shall be entitled to reimbursement of legal expenses incurred by Employee in the event any entity institutes legal action against Employee based on Employee entering into this Agreement and/or related to Employee’s efforts as an employee or member of the Board of Directors of the Company. The contents of this section shall in no way limit indemnification provisions contained in other agreements or documents of the Company, and in that regard Company generally agrees to indemnify Employee against and in respect of any and all claims, actions, or demands, to the extent permitted by the Company’s By-laws and applicable law. (e) Employee shall be reimbursed for his direct expenses associated with Employee’s relocation to Florida in connection with this Agreement as well as a housing allowance of ninety (90) days reasonable housing expenses grossed up for taxes. (f) No expenses incurred after the end of the Term shall be subject to reimbursement under this Section 5(f), except to the extent provided in Section 5(f). The amount of expenses eligible for reimbursement during a year shall not affect the expenses eligible for reimbursement in any other year. Reimbursement of an eligible expense shall be made in accordance with the Company’s policies and practices and as otherwise provided herein, provided, that, in no event shall reimbursement be made after the last day of the year following the year in which the expense was incurred. The right to reimbursement is not subject to liquidation or exchange for another benefit.

Expenses and Benefits. (a) Employee Auto shall reimburse Xxxxxxx for all reasonable out-of-pocket expenses incurred by him in connection with the performance of his duties hereunder, including, without limitation, expenses in connection with cellular telephones or other wireless communications, travel and entertainment and the purchase of materials related to Auto's industry, upon presentation of appropriate documentation therefor. Subject to the foregoing, Xxxxxxx will be entitled to reimbursement for all reasonable business-class travel and ordinary expenses incurred by Employee accommodations while traveling in the course of, and directly related to, the rendering of services pursuant to this Agreement in accordance connection with the Company’s policies for reimbursement of such expenses, and the limitations thereon, that are in effect at the time such expenses are incurred. Such expenses shall be supported by reasonable documentation and accepted standards and rules that the Company will put into place from time to timeAuto's business. (b) During his employment under this Agreement, Employee Auto recognizes that Xxxxxxx will be required to incur significant travel in rendering services to Auto hereunder and in connection therewith Auto shall during the Employment Term provide Xxxxxxx with an automobile allowance of $1,000.00 per month which the parties agree shall be entitled used to participate in or receive benefits under pay all of the Company’s medicalexpenses associated with the operation of an automobile including, healthwithout limitation, disabilitymaintenance, retirement, welfare repair and insurance plans and arrangements then in effect and generally made available from time to time to the management employees of the Company, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangementscosts. (c) Employee Xxxxxxx shall be entitled to twenty (20) days participate, to the extent he qualifies, in such life insurance, hospitalization, disability and other medical insurance plans or programs as are generally made available to executive officers of paid vacation each year during Auto. In the Term. Such vacation time event that Xxxxxxx determines not to participate in any of such plans, Auto shall accrue and cumulate reimburse him for the cost of the monthly premiums for such plans in accordance with the Company’s vacation policyan amount equal to Auto's cost for such plans. (d) Employee Xxxxxxx shall be elected as a Director of the Company and any Company subsidiariesentitled to participate, subject to the approval of the Company’s stockholdersclassification requirements, in other benefit plans, such as pension, stock purchase, stock option, savings, bonus and profit sharing plans, which are from time to serve in such capacity until the expiration or termination of this Agreement. The Company agrees time applicable to use its reasonable efforts to procure all of these approvalsAuto's executive officers. (e) Upon Employee’s completion of five (5) years of full-time continuous employment with During the CompanyEmployment Term and any Renewal Term, Employee Xxxxxxx shall be entitled to a four (4) weeks of fully paid sabbatical for a period of up vacation per annum. Xxxxxxx will be entitled to six (6) weekshis regular compensation on all regularly scheduled Auto holidays. (f) Employee Auto shall indemnify Xxxxxxx (and his legal representatives or other successors) to the fullest extent permitted by the laws of the State of Delaware and its existing certificate of incorporation and by-laws, and Xxxxxxx shall be entitled to reimbursement the protection of any insurance policies Auto may elect to maintain generally for the benefit of its officers and/or executives, against all costs, charges and expenses whatsoever incurred or sustained by him (or his legal expenses incurred representatives or other successors) in connection with any action, suit or proceeding to which he (or his legal representatives or other successors) may be made a party by Employee in the event any entity institutes legal action against Employee based on Employee entering into this Agreement reason of his being or having been an officer and/or related to Employee’s efforts as an employee or member executive of the Board of Directors of the Company. The contents of this section shall in no way limit indemnification provisions contained in other agreements or documents of the CompanyAuto and its subsidiaries and affiliates.

Expenses and Benefits. (a) Employee Auto shall reimburse Xx. Xxxxxxx for all reasonable out-of-pocket expenses incurred by him in connection with the performance of his duties hereunder, including, without limitation, expenses in connection with cellular telephone or other wireless communications, travel and entertainment, upon presentation of appropriate documentation therefore. Subject to the foregoing, Xx. Xxxxxxx will be entitled to reimbursement for all reasonable business-class travel and ordinary expenses incurred by Employee accommodations while traveling in the course of, and directly related to, the rendering of services pursuant to this Agreement in accordance connection with the CompanyAuto’s policies for reimbursement of such expenses, and the limitations thereon, that are in effect at the time such expenses are incurred. Such expenses shall be supported by reasonable documentation and accepted standards and rules that the Company will put into place from time to timebusiness. (b) During his employment under this AgreementAuto recognizes that Xx. Xxxxxxx will be required to incur significant travel in rendering services to Auto hereunder and in connection therewith Auto shall, Employee during the Employment Term, provide Xx. Xxxxxxx with an automobile allowance of $1,500 per month which the parties agree shall be entitled used to participate in or receive benefits under pay all of the Company’s medicalexpenses associated with the operation of an automobile including, healthwithout limitation, disabilitymaintenance, retirement, welfare repair and insurance plans and arrangements then in effect and generally made available from time to time to the management employees of the Company, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangementscosts. (c) Employee Xx. Xxxxxxx shall be entitled to twenty (20) days participate, to the extent he qualifies, in such life insurance, hospitalization, disability and other medical insurance plans or programs as are generally made available to executive officers of paid vacation each year during the Term. Such vacation time shall accrue and cumulate in accordance with the Company’s vacation policyAuto. (d) Employee Xx. Xxxxxxx shall be elected as a Director of the Company and any Company subsidiariesentitled to participate, subject to the approval of the Companyclassification requirements, in other benefit plans, such as pension, stock purchase, stock option, savings, bonus and profit sharing plans, which are from time to time applicable to Auto’s stockholders, to serve in such capacity until the expiration or termination of this Agreement. The Company agrees to use its reasonable efforts to procure all of these approvalsexecutive officers. (e) Upon Employee’s completion of five (5) years of full-time continuous employment with During the CompanyEmployment Term, Employee Xx. Xxxxxxx shall be entitled to a four (4) weeks of fully paid sabbatical for a period of up vacation per annum. Xx. Xxxxxxx will be entitled to six (6) weekshis regular compensation on all regularly scheduled Auto holidays. (f) Employee Auto shall indemnify Xx. Xxxxxxx (and his legal representatives or other successors) to the fullest extent permitted by the laws of the State of Delaware and its existing certificate of incorporation and by-laws, and Xx. Xxxxxxx shall be entitled to reimbursement the protection of any insurance policies Auto may elect to maintain generally for the benefit of its officers and/or executives, against all costs, charges and expenses whatsoever incurred or sustained by him (or his legal expenses incurred representatives or other successors) in connection with any action, suit or proceeding to which he (or his legal representatives or other successors) may be made a party by Employee in the event any entity institutes legal action against Employee based on Employee entering into this Agreement reason of his being or having been an officer and/or related to Employee’s efforts as an employee or member executive of the Board of Directors of the Company. The contents of this section shall in no way limit indemnification provisions contained in other agreements or documents of the CompanyAuto and its subsidiaries and affiliates.

Expenses and Benefits. (a) The Employer shall pay for and/or reimburse the Employee shall be entitled to reimbursement for all reasonable and ordinary expenses incurred by Employee in the course ofcost of attending professional, and directly related to, the rendering of services pursuant to this Agreement in accordance with the Company’s policies for reimbursement of such expenses, and the limitations thereon, that are in effect at the time such expenses are incurred. Such expenses shall be supported by reasonable documentation and accepted standards and rules that the Company will put into place from time to timemanagement or technical seminars. (b) During his employment under this Agreement, The Employer shall maintain for the benefit of the Employee shall be entitled to participate in or receive benefits under the Company’s such medical, healthhospitalization, disabilitylife and disability insurance in such amounts as may be determined by the Board of Directors, retirementin its absolute discretion, welfare and insurance plans and arrangements then in effect and generally made available from time to time time, provided same are available at standard rates, with Employee to the management employees of the Companyreceive at a minimum, subject those benefits provided to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangementsother regular employees. (c) The Employee shall be entitled is authorized to twenty (20) days incur reasonable expenses for potential acquisition, merger or asset disposition due diligence as well as for promoting the business of paid vacation each year during the TermEmployer, including the expenses for entertainment, travel and similar items. Such vacation The Employer will pay for and/or reimburse the Employee for all such reasonable expenses upon the presentation by the Employee, from time shall accrue to time, of an itemized account of such expenditures in a form complying with all applicable rules and cumulate in accordance with regulations of the Company’s vacation policyInternal Revenue Service. (d) Employee shall be elected as a Director of the Company and any Company subsidiaries, subject to the approval of the Company’s stockholders, to serve in such capacity until the expiration or termination of this Agreement. The Company agrees to use its reasonable efforts to procure all of these approvals. (e) Upon Employee’s completion of five (5) years of full-time continuous employment with the Company, Employee shall be entitled to a paid sabbatical for a period vacation of up to six four weeks per calendar year, or pro rata for a portion of a calendar year, without a reduction in compensation. The time of said vacation shall be determined by Employee with reasonable notice to be given to the Employer. (6e) weeksThe Employee shall be entitled to sick leave, if necessary, without a reduction of Employee’s salary. (f) The Employee will participate in and receive any available benefits to employees under the Employer’s current 401K plan and any future pension, profit sharing or retirement plans which the Company may install, in accordance with the provisions of each plan. (g) The Employee will participate in and receive any available benefits or distributions to employees under the Employer’s current ESOP plan in accordance with the provisions of such plan. (h) The Employee shall have the benefit of any life insurance benefits payable to Employee’s beneficiaries or his estate, if any under any presently existing contracts owned by the Employer. (i) The Employee shall be entitled provided with an allowance of 1% of his total annual salary for errors on expenses reported to reimbursement the Employer, provided that such errors are the result of legal expenses incurred by inadvertence or represent out-of-pocket payments for corporate expenses. Employee in will pay to the event any entity institutes legal action against Employee based on Employee entering into this Agreement and/or related Employer an amount equal to Employee’s efforts as an employee or member the error within 30 days of the Board of Directors discovery of the Companyerror. The contents If the error is not the result of this section inadvertence or does not represent out-of-pocket payment for corporate expenses, Employee shall pay Employer an amount in no way limit indemnification provisions contained in other agreements or documents addition to the amount of the Companyerror equal to the then current prime rate plus 1% of the amount of the error.

Expenses and Benefits. (a) Employee shall be entitled to reimbursement for all reasonable and ordinary expenses incurred by Employee in the course of, and directly related to, the rendering of services pursuant to this Agreement in accordance with the Company’s policies for reimbursement of such expenses, and the limitations thereon, that are in effect at the time such expenses are incurred. Such expenses shall be supported by reasonable documentation and accepted standards and rules that the Company will put into place from time to time. (b) During his employment under this Agreement, Employee shall be entitled to participate in or receive benefits under the Company’s medical, health, disability, retirement, welfare and insurance plans and arrangements then in effect and generally made available from time to time to the management employees of the Company, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. (c) Employee shall be entitled to twenty (20) days of paid vacation each year during the Term. Such vacation time shall accrue and cumulate in accordance with the Company’s vacation policy. (d) Employee shall be elected as a Director of the Company and any Company subsidiariesCompany, subject to the approval of Wyndcrest as the Company’s stockholderssole stockholder, which the Company will use its reasonable efforts to procure, to serve in such capacity until the earlier to occur of (i) the expiration or termination of this Agreement, or (ii) the consummation of an initial public offering of the Common Stock. The Company Employee also agrees to use its reasonable efforts serve (i) as a Director of Wyndcrest, if so requested by Wyndcrest’s Board of Directors and if he is duly elected to procure all such position, without additional compensation, and (ii) as a Director of these approvalseach significant subsidiary of the Company, if so requested by the Company’s Board of Directors and duly elected to such position, without additional compensation. (e) Upon Employee’s completion of five (5) years of full-time continuous employment with the Company, Employee shall be entitled to a paid sabbatical for a period of up to six (6) weeks. (f) Employee shall be entitled to reimbursement of legal expenses incurred by Employee in the event any entity Lucasfilm institutes legal action against Employee based on Employee terminating his employment with Lucasfilm and entering into this Agreement and/or related to Employee’s efforts as an employee or member of the Board of Directors of the Company. The contents of this section shall in no way limit indemnification provisions contained in other agreements or documents of the CompanyAgreement.

Expenses and Benefits. (a) Employee shall be entitled to reimbursement for all reasonable and ordinary expenses incurred by Employee in the course of, and directly related to, the rendering of services pursuant to this Agreement in accordance with the Company’s policies for reimbursement of such expenses, and the limitations thereon, that are in effect at the time such expenses are incurred. Such expenses shall be supported by reasonable documentation and accepted standards and rules that the Company will put into place from time to time. (b) During his employment under this Agreement, Employee shall be entitled to participate in or receive benefits under the Company’s medical, health, disability, retirement, welfare and insurance plans and arrangements then in effect and generally made available from time to time to the management employees of the Company, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. (c) Employee shall be entitled to twenty (20) days of paid vacation each year during the Term. Such vacation time shall accrue and cumulate in accordance with the Company’s vacation policy. (d) In the event that the composition of the Company’s Board of Directors is expanded from its current seven members to nine members, which requires the approval of Falcon Mezzanine Partners II, L.P., Employee shall be elected as a Director of the Company and any Company subsidiariesCompany, subject to the approval of Wyndcrest as the Company’s stockholderssole stockholder, to serve in such capacity until the earlier to occur of (i) the expiration or termination of this Agreement, or (ii) the consummation of an initial public offering of the Common Stock. The Company agrees to use its reasonable efforts to procure all each of these approvals. Employee also agrees to serve (i) as a Director of Wyndcrest, if so requested by Wyndcrest’s Board of Directors and if he is duly elected to such position, without additional compensation, and (ii) as a Director of each significant subsidiary of the Company, if so requested by the Company’s Board of Directors and duly elected to such position, without additional compensation. For so long as Employee is not a member of the Company’s Board of Directors, the Company shall allow Employee during the Term to attend the meetings of the Company’s Board of Directors in an “observer” and nonvoting capacity; provided, however, that the Company reserves the right to exclude Employee from access to any material or meeting or portion thereof if the Company believes that such exclusion is reasonably necessary to preserve the attorney-client privilege, to avoid a conflict of interest or for other similar reasons and any decision by the Board with respect to the privilege or conflict of interest or other similar reasons shall be final and binding. (e) Upon Employee’s completion of five (5) years of full-time continuous employment with the Company, Employee shall be entitled to a paid sabbatical for a period of up to six (6) weeks. (f) Employee shall be entitled to reimbursement of legal expenses incurred by Employee in the event any entity Lucasfilm institutes legal action against Employee based on Employee terminating his employment with Lucasfilm and entering into this Agreement and/or related to Employee’s efforts as an employee or member of the Board of Directors of the Company. The contents of this section shall in no way limit indemnification provisions contained in other agreements or documents of the CompanyAgreement.