Common use of Expenses; Fringe Benefits Clause in Contracts

Expenses; Fringe Benefits. (a) The Company agrees to pay or to reimburse the Employee during the Term for all reasonable, ordinary and necessary business expenses incurred in the performance of his services hereunder in accordance with the policies of the Company as are from time to time in effect. The Employee, as a condition to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or as the Company may otherwise from time to time reasonably require. (b) During the Term the Employee and, to the extent eligible, his dependents, shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by the Company (including without limitation, medical, dental, disability, group life (including accidental death and dismemberment) and business travel insurance plans and programs) applicable generally to the employees of the Company, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (c) During the Term the Employee shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) applicable generally to the employees of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term the Employee shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, available generally to the executive officers of the Company and consistent with the generally applicable guidelines determined by the Board. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (d) The Employee shall be entitled to as many vacation days, holidays, sick days and personal days consistent with the Company’s policies for similarly situated employees.

Expenses; Fringe Benefits. (a) The Company agrees to pay or to reimburse the Employee during the Term Executive for all reasonable, ordinary and necessary documented business or entertainment expenses incurred during the Term in the performance of his services hereunder in accordance with the policies policy of the Company as are from time to time in effect. The EmployeeExecutive, as a condition precedent to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee Executive seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or materials, as the Company may otherwise from time to time reasonably require. (b) During the Term Term, the Employee Executive and, to the extent eligible, his dependents, shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by made available generally to the Company Company's senior executives or to its employees (including without limitation, medical, dentaldisability and life insurance programs, disability, group life (including accidental death and dismemberment) dismemberment protection and business travel insurance insurance), subject, however, to the generally applicable eligibility and other provisions of the various plans and programsprograms in effect from time to time. (c) applicable During the Term, the Executive shall be eligible to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) and stock option and restricted stock plans made available generally to the Company's senior executives or to its employees of the Companygenerally, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (c) During the Term the Employee shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) applicable generally to the employees of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term Term, the Employee Executive shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, effect which are made available generally to the executive officers of the Company and consistent with the generally applicable guidelines determined by the Board. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right Company's senior executives or to terminate this Agreementits employees generally. (d) The Employee Executive shall be entitled to four weeks paid vacation annually (on a non-cumulative basis, except as otherwise provided under standard Company policy), to be taken at such time(s) as shall not, in the reasonable judgment of the Board, materially interfere with the Executive's fulfillment of his duties hereunder, and shall be entitled to as many vacation days, holidays, sick days and personal days consistent as are in accordance with the Company’s policies 's policy then in effect generally for similarly situated its employees.

Expenses; Fringe Benefits. (a) The Company agrees to pay or to reimburse the Employee during the Term Executive for all reasonable, ordinary ordinary, necessary and necessary documented business or entertainment expenses incurred during the Term in the performance of his services hereunder in accordance with the policies policy of the Company as are from time to time in effect. The EmployeeExecutive, as a condition precedent to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee Executive seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or materials, as the Company may otherwise from time to time reasonably require. (b) During the Term Term, the Employee and, to the extent eligible, Executive and his dependents, spouse and dependents shall be entitled eligible to participate in and receive all benefits under any welfare benefit plans and programs provided by the Company (including without limitation, medical, dental, disability, disability and group life (including accidental death insurance) provided by the Company to its employees generally, subject, however, to the generally applicable eligibility and dismemberment) and business travel insurance other provisions of the various plans and programs) applicable generally programs in effect from time to time; provided, however, that medical and dental benefits will be provided at no cost to the Executive. (c) During the Term, the Executive shall be entitled to participate in all retirement plans and programs provided by the Company to its employees of the Companygenerally, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (c) During the Term the Employee The Executive shall be entitled allowed to participate in all retirement plans and programs (including without limitation any profit sharing/401(kthe Company’s 401(k) plan) applicable generally to the employees plan as of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term the Employee shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, available generally to the executive officers of the Company and consistent with the generally applicable guidelines determined earliest date permitted by the Board. If any of plan, but in no event later than ninety (90) days after the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreementdate hereof. (d) The Employee Executive shall be entitled to four weeks paid vacation annually to be taken at such times as shall not, in the reasonable judgment of the Board, materially interfere with the Executive’s fulfillment of his duties hereunder. In addition, the Executive shall be entitled to as many vacation days, paid holidays, sick days and personal days consistent as are in accordance with the Company’s policies policy then in effect generally for similarly situated its employees, and shall be entitled to paid time-off for religious observances.

Expenses; Fringe Benefits. (a) a. The Company agrees to pay or to reimburse the Employee during the Term for all reasonable, ordinary and necessary business expenses incurred in the performance of his services hereunder in accordance with the policies of the Company as are from time to time in effect. The Employee, as a condition to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or as the Company may otherwise from time to time reasonably require. (b) b. During the Term the Employee and, to the extent eligible, his dependents, shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by the Company ([including without limitation, medical, dental, disability, group life ([including accidental death and dismemberment) ] and business travel insurance plans and programs) ] applicable generally to the employees of the Company, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (c) c. During the Term the Employee shall be entitled to participate in all retirement plans and programs ([including without limitation any profit sharing/401(k) sharing/401[k] plan) ] applicable generally to the employees of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term the Employee shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, available generally to the executive officers of the Company and consistent with the generally applicable guidelines determined by the Board. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (d) d. The Employee shall be entitled to as many four [4] weeks vacation days, per year and to holidays, ; sick days and personal days consistent as are in accordance with the Company’s policies 's policy then in effect for similarly situated employeesits employees generally, upon such terms as may be provided of general application to all employees of the Company.

Expenses; Fringe Benefits. (a) The Company agrees to pay or to reimburse the Employee Executive during the Term for all reasonable, ordinary and necessary business or entertainment expenses incurred in the performance of his services hereunder in accordance with the policies policy of the Company as are from time to time in effect. The EmployeeExecutive, as a condition to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee Executive seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or as the Company may otherwise from time to time reasonably require. (b) During the Term the Employee Executive and, to the extent eligible, his dependents, shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by the Company (including without limitation, medical, dental, disability, group life (including accidental death and dismemberment) and business travel insurance plans and programs) applicable generally to the employees executive officers of the Company, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (c) During the Term the Employee Executive shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) applicable generally to the employees executive officers of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term the Employee Executive shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, available generally to the executive officers of the Company and consistent with the generally applicable guidelines determined by the Board. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (d) The Employee Executive shall be entitled to as many vacation days, holidays, sick days and personal days consistent as are in accordance with the Company’s policies 's policy then in effect for similarly situated employeesits employees generally, upon such terms as may be provided of general application to all employees of the Company.

Expenses; Fringe Benefits. (a) The Company agrees to pay or to reimburse the Employee during the Term Executive for all reasonable, ordinary ordinary, necessary and necessary documented business or entertainment expenses incurred during the Term in the performance of his services hereunder in accordance with the policies policy of the Company as are from time to time in effect. The EmployeeExecutive, as a condition precedent to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee Executive seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or materials, as the Company may otherwise from time to time reasonably requirerequest. (b) During the Term Term, the Employee Executive and, to the extent eligible, his dependents, dependents shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by the Company (including without limitation, medical, dental, disability, group life (including accidental death and dismemberment) and business travel insurance plans and programs) applicable generally provided by the Company to the its employees of the Companygenerally, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any In addition, after the Date of Termination, provided that the Executive has not been terminated for "cause" (as defined below), and until such time as the Executive becomes eligible for medical benefits provided under Medicare, the Executive shall be eligible to continue his participation (at the Executive's own expense) in this subsection are materially reducedthe Company's medical plan as in effect from time to time, Employee has an immediate right to terminate this Agreementin accordance with the Company's policy regarding continued medical coverage for certain senior executives, as is then in effect. (c) During the Term Term, the Employee Executive shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) applicable generally provided by the Company to the its employees of the Companygenerally, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term Term, the Employee Executive shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, effect which are made available generally to the executive officers senior executives of the Company and consistent with the generally applicable guidelines determined by the Board. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right or to terminate this Agreementits employees generally. (d) The Employee Executive shall be entitled to paid vacation annually in accordance with Company practice (with no right of carry-over), to be taken at such time(s) as shall not, in the reasonable judgment of the Board, materially interfere with the Executive's fulfillment of his duties hereunder, and shall be entitled to as many vacation days, holidays, sick days and personal days consistent as are in accordance with the Company’s policies 's policy then in effect generally for similarly situated its employees. (e) During the Term, the Company will provide the Executive with an automobile allowance of $1,200 per month to cover the costs of leasing, insuring, garaging and maintaining an automobile for use in the business of the Company.

Expenses; Fringe Benefits. (a) a. The Company agrees to pay or to reimburse the Employee during the Term for all reasonable, ordinary and necessary business expenses incurred in the performance of his services hereunder in accordance with the policies of the Company as are from time to time in effect. The Employee, as a condition to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or as the Company may otherwise from time to time reasonably require. (b) b. During the Term the Employee and, to the extent eligible, his dependents, shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by the Company (including without limitation, medical, dental, disability, group life (including accidental death and dismemberment) and business travel insurance plans and programs) applicable generally to the employees of the Company, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (c) c. During the Term the Employee shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) applicable generally to the employees of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term the Employee shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, available generally to the executive officers of the Company and consistent with the generally applicable guidelines determined by the Board. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (d) d. The Employee shall be entitled to as many four (4) weeks vacation days, per year and such holidays, sick days and personal days consistent as are in accordance with the Company’s policies 's policy then in effect for similarly situated employeesits employees generally, upon such terms as may be provided of general application to all employees of the Company.

Expenses; Fringe Benefits. (a) a. The Company agrees to pay or to reimburse the Employee during the Term for all reasonable, ordinary and necessary business expenses incurred in the performance of his services hereunder in accordance with the policies of the Company as are from time to time in effect. The Employee, as a condition to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or as the Company may otherwise from time to time reasonably require. (b) b. During the Term the Employee and, to the extent eligible, his dependents, shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by the Company (including without limitation, medical, dental, disability, group life (including accidental death and dismemberment) and business travel insurance plans and programs) applicable generally to the employees of the Company, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (c) c. During the Term the Employee shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) applicable generally to the employees of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term the Employee shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, available generally to the executive officers of the Company and consistent with the generally applicable guidelines determined by the Board. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (d) d. The Employee shall be entitled to as many four (4) weeks vacation days, per year and such holidays, sick days and personal days consistent as are in accordance with the Company’s policies 's policy then in effect for similarly situated employeesits employees generally, upon such terms as may be provided of general application to all employees of the Company. e. The position is located at Westminster, MA. The Board expects that within a reasonable period of time the Employee will relocate his principal residence within a reasonable commuting distance. In connection with this process the Company will assist with temporary living arrangements and will provide $20,000 at the time of relocation to the Westminster, MA area.

Expenses; Fringe Benefits. (a) The In addition to the compensation provided for under paragraph 4, the Company agrees to pay or to reimburse the Employee Executive during the Term for all reasonable, ordinary and necessary vouchered business or entertainment expenses incurred in the performance of his services hereunder in accordance with the policies policy of the Company as are from time to time in effect. The EmployeeExecutive, as a condition precedent to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee Executive seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or materials, as the Company may otherwise from time to time reasonably require. (b) During the Term Term, the Employee Executive and, to the extent eligible, his dependents, shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by the Company (including without limitation, medical, dental, disability, group life (including accidental death and dismemberment) and business travel insurance plans and programs) applicable generally to the employees of the Company, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (c) During the Term Term, the Employee Executive shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) applicable generally to the employees of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term Term, the Employee Executive shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, effect and available generally to the executive officers senior executives of the Company and consistent with the generally applicable guidelines determined by the Board. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this AgreementCompany. (d) The Employee Executive shall be entitled to four weeks paid vacation during each calendar year of the Term, to be taken at such time(s) as shall not, in the reasonable judgment of the Board, materially interfere with the Executive's fulfillment of his duties hereunder, and shall be entitled to as many vacation days, holidays, sick days and personal days consistent as are in accordance with the Company’s policies 's policy then in effect for similarly situated employeesits senior executives generally, upon such terms as may be provided of general application to senior executives of the Company. (e) Notwithstanding anything to the contrary contained above, the Company shall be entitled to terminate or reduce any employee benefit or perquisite enjoyed by the Executive pursuant to the provisions of paragraph 5(b), (c) or (d) above if such reduction is part of an across-the-board reduction applicable to all executive officers of the Company.

Expenses; Fringe Benefits. (a) The In addition to the compensation provided for under Section 4, the Company agrees to pay or to reimburse the Employee Executive during the Term for all reasonable, ordinary and necessary necessary, vouchered business expenses or entertainment expenses, incurred in the performance of his services hereunder in accordance with the policies of the Company as are from time to time in effect. The Employee, as a condition to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or as the Company may otherwise from time to time reasonably requirehereunder. (b) The Executive shall be entitled to four weeks vacation in accordance with the Company’s policy as in effect from time to time. Vacation time shall be non-cumulative. (c) During the Term Term, the Employee and, to the extent eligible, his dependents, Executive shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by the Company (including without limitation, medical, dental, disability, group life (including accidental death and dismemberment) and business travel insurance plans and programs) applicable generally to the employees senior executives of the Company, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (cd) During the Term Term, the Employee Executive shall be entitled to participate in all retirement plans and programs (including including, without limitation limitation, any profit sharing/401(k) plan) applicable generally to the employees senior executives of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term Term, the Employee Executive shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, effect and available generally to the executive officers senior executives of the Company. Without limiting the immediately preceding sentence, the Company and consistent with the generally applicable guidelines determined by the Board. If any shall pay on behalf of the benefits provided in this subsection are materially reducedExecutive or reimburse the Executive for up to $20,000 of business related perquisites (e.g., Employee has an immediate right car allowance, club dues) per year, upon the submission to terminate this Agreementthe Company of reasonable substantiating documentation relating to such perquisites. (de) The Employee During the Term, when required to travel on behalf of the Company, the Executive shall be entitled to as many vacation daysbusiness class air travel, holidays, sick days and personal days consistent with provided that if business class is unavailable then the Company’s policies for similarly situated employeesExecutive shall be entitled to first class air travel.

Expenses; Fringe Benefits. (a) The Company agrees to pay or to reimburse the Employee Executive during the Term for all reasonable, ordinary and necessary vouchered business or entertainment expenses incurred in the performance of his services hereunder in accordance with the policies policy of the Company and the Group as are from time to time in effect. The EmployeeExecutive, as a condition precedent to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee Executive seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or materials, as the Company or the Group may otherwise from time to time reasonably require. (b) During the Term Term, subject to the Employee approval of the Company CEO, the Executive shall be eligible to participate in the incentive compensation plans of the Company as in effect from time to time. (c) During the Term, the Executive and, to the extent eligible, his dependents, shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by the Company (including without limitation, medical, dental, disability, group life (including accidental death and dismemberment) and business travel insurance plans and programs) now or hereafter provided by the Company which are applicable generally to the employees of the Company, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (cd) During the Term Term, the Employee Executive shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) which are applicable generally to the employees of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term Term, the Employee Executive shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, effect which are available generally to the executive officers of the Company and such other fringe benefits as may from time to time be approved in writing by the Company CEO. (e) The Executive shall be entitled to vacation during each calendar year of the Term on a basis consistent with the generally applicable guidelines determined by pre-Merger vacation policy of Mortxx, xx be taken at such time(s) as shall not, in the Board. If any reasonable judgment of the benefits provided in this subsection are Company CEO, materially reducedinterfere with the Executive's fulfillment of his duties hereunder, Employee has an immediate right to terminate this Agreement. (d) The Employee and shall be entitled to as many vacation days, holidays, sick days and personal days consistent as are in accordance with the Company’s policies 's policy then in effect for similarly situated employeesits executive officers generally, upon such terms as may be provided its executive officers generally. (f) The Executive and Mortxx xxx currently parties to an Executive Stock Option Agreement dated September 7, 1990, as amended (the "Executive Stock Option Agreement"), pursuant to which the Executive holds options to purchase 83,333 shares of Mortxx'x xxxck (the "Pre-Merger Options"). Pursuant to a separate agreement to be entered into by and between the Executive and the Company, concurrently with the effective date of the Merger, the Company will purchase from the Executive certain of the Pre-Merger Options and the remaining Pre-Merger Options will be converted to options for Company shares (but will be adjusted to reflect the effects of the Merger). This Agreement is not otherwise intended to in any way modify or amend the Executive Stock Option Agreement which shall remain in full force and effect. (g) Notwithstanding anything to the contrary contained above, the Company shall be entitled to terminate or reduce any employee benefit or perquisite enjoyed by the Executive pursuant to the provisions of paragraph 5(b), 5(c) 5(d) and 5(e) above, if such reduction is part of an across-the-board reduction applicable to all employees holding similar positions.

Expenses; Fringe Benefits. (a) The Company agrees to pay or to reimburse the Employee during the Term for all reasonable, ordinary and necessary business expenses incurred in the performance of his services hereunder in accordance with the policies of the Company as are from time to time in effect. The Employee, as a condition to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or as the Company may otherwise from time to time reasonably require. (b) During the Term the Employee and, to the extent eligible, his dependents, shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by the Company (including without limitation, medical, dental, disability, group life (including accidental death and dismemberment) and business travel insurance plans and programs) applicable generally to the employees of the Company, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (c) During the Term the Employee shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) applicable generally to the employees of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term the Employee shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, available generally to the executive officers of the Company and consistent with the generally applicable guidelines determined by the CEO or the Board. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (d) The Employee shall be entitled to as many vacation days, holidays, sick days and personal days consistent as are in accordance with the Company’s policies 's policy then in effect for similarly situated employeesits employees generally, upon such terms as may be provided of general application to all employees of the Company.

Expenses; Fringe Benefits. (a) The Company agrees to pay or to reimburse the Employee during the Term Executive for all reasonable, ordinary ordinary, necessary and necessary documented business or entertainment expenses incurred during the Term in the performance of his her services hereunder in accordance with the policies policy of the Company as are from time to time in effect. The EmployeeExecutive, as a condition precedent to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee Executive seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or materials, as the Company may otherwise from time to time reasonably requirerequest. (b) During the Term Term, the Employee Executive and, to the extent eligible, his dependents, her dependents shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by the Company (including without limitation, medical, dental, disability, group life (including accidental death and dismemberment) and business travel insurance plans and programs) applicable generally provided by the Company to the its employees of the Companygenerally, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any In addition, after the Date of Termination, provided that the Executive has not been terminated for "cause" (as defined below), and until such time as the Executive becomes eligible for medical benefits provided under Medicare, the Executive shall be eligible to continue her participation (at the Executive's own expense) in this subsection are materially reducedthe Company's medical plan as in effect from time to time, Employee has an immediate right to terminate this Agreementin accordance with the Company's policy regarding continued medical coverage for certain senior executives, as is then in effect. (c) During the Term Term, the Employee Executive shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) applicable generally provided by the Company to the its employees of the Companygenerally, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term Term, the Employee Executive shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, effect which are made available generally to the executive officers senior executives of the Company and consistent with the generally applicable guidelines determined by the Board. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right or to terminate this Agreementits employees generally. (d) The Employee Executive shall be entitled to paid vacation annually in accordance with Company practice (with no right of carry-over), to be taken at such time(s) as shall not, in the reasonable judgment of the Board, materially interfere with the Executive's fulfillment of her duties hereunder, and shall be entitled to as many vacation days, holidays, sick days and personal days consistent as are in accordance with the Company’s policies 's policy then in effect generally for similarly situated its employees. (e) During the Term, the Company will provide the Executive with an automobile allowance of $1,200 per month to cover the costs of leasing, insuring, garaging and maintaining an automobile for use in the business of the Company.

Expenses; Fringe Benefits. (a) The Company agrees to pay or to reimburse the Employee during the Term Executive for all reasonable, ordinary and necessary documented business or entertainment expenses incurred during the Term in the performance of his her services hereunder in accordance with the policies policy of the Company as are from time to time in effect. The EmployeeExecutive, as a condition precedent to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee Executive seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or materials, as the Company may otherwise from time to time reasonably require. (b) During the Term Term, the Employee Executive and, to the extent eligible, his her dependents, shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by made available generally to the Company Company's senior executives or to its employees (including without limitation, medical, dentaldisability and life insurance programs, disability, group life (including accidental death and dismemberment) dismemberment protection and business travel insurance insurance), subject, however, to the generally applicable eligibility and other provisions of the various plans and programsprograms in effect from time to time. (c) applicable During the Term, the Executive shall be eligible to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) and stock option and restricted stock plans made available generally to the Company's senior executives or to its employees of the Companygenerally, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (c) During the Term the Employee shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) applicable generally to the employees of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term Term, the Employee Executive shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, effect which are made available generally to the executive officers of the Company and consistent with the generally applicable guidelines determined by the Board. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right Company's senior executives or to terminate this Agreementits employees generally. (d) The Employee Executive shall be entitled to four weeks paid vacation annually (on a non-cumulative basis, except as otherwise provided under standard Company policy), to be taken at such time(s) as shall not, in the reasonable judgment of the Board, materially interfere with the Executive's fulfillment of her duties hereunder, and shall be entitled to as many vacation days, holidays, sick days and personal days consistent as are in accordance with the Company’s policies 's policy then in effect generally for similarly situated its employees.

Expenses; Fringe Benefits. (a) The In addition to the compensation provided for under paragraphs 4 and 5, the Company agrees to pay or to reimburse the Employee Executive during the Term for all reasonable, ordinary and necessary necessary, and reasonably documented business or entertainment expenses incurred in the performance of his services hereunder in accordance with the policies policy of the Company as are from time to time in effect. The EmployeeExecutive, as a condition precedent to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee Executive seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or materials, as the Company may otherwise from time to time reasonably require. (b) During the Term Term, the Employee Executive and, to the extent eligible, his dependents, shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by the Company to senior management of the Company (including without limitation, medical, dental, disability, group life (including accidental death and dismemberment) and business travel insurance plans and programs) applicable generally to the employees of the Company, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (c) During the Term Term, the Employee Executive shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) applicable generally to the employees senior management of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term Term, the Employee Executive shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, effect and available generally to the executive officers senior management of the Company and consistent with the generally applicable guidelines determined by the Board. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this AgreementCompany. (d) The Employee Executive shall be entitled to two (2) weeks paid vacation during each calendar year during the Term, to be taken at such time(s) as shall not, in the reasonable judgment of the Board, materially interfere with the Executive's fulfillment of his duties hereunder, and shall be entitled to as many vacation days, holidays, sick days and personal days consistent as are in accordance with the Company’s policies 's policy then in effect for similarly situated employeesits senior management generally, upon such terms as may be provided of general application to senior management of the Company. (e) Notwithstanding anything to the contrary contained above, the Company shall be entitled to terminate or reduce any employee benefit or perquisite enjoyed by the Executive pursuant to the provisions of paragraph 7(b), (c), or (d) above if such reduction is part of a reduction applicable to senior management of the Company generally.

Expenses; Fringe Benefits. (a) The Company agrees to pay or to reimburse reimburse, or cause a member of the Employee during Group to pay or to reimburse, the Term Executive for all reasonable, ordinary and necessary vouchered business or entertainment expenses incurred during the Term in the performance of his services hereunder in accordance with the policies policy of the Company and the Group as are from time to time in effect. The EmployeeExecutive, as a condition precedent to obtaining such payment or reimbursement, shall provide to the Company or such member of the Group designated to pay or reimburse the Executive, any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee Executive seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or materials, as the Company or such designated member of the Group may otherwise from time to time reasonably require. (b) During the Term Term, the Employee Executive and, to the extent eligible, his dependents, shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by made available generally to the Company Group's senior level executives based in the United States or (without duplication) to its employees based in the United States generally (including without limitation, medical, dentalhospitalization, disabilitydisability and life insurance programs, group life (including accidental death and dismemberment) dismemberment protection and business travel insurance plans and programs) applicable generally to the employees of the Companyinsurance), subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any In addition, during the Term, (x) the Company shall provide the Executive with $1,000,000 of life insurance coverage under the Company's Executive Life Insurance Program and (y) the Company shall pay or reimburse the Executive, or cause a member of the benefits provided Group to pay or to reimburse the Executive, up to $2,000 annually for the premium costs payments in this subsection are materially reducedrespect of the Life Assurance policy maintained for the Executive during his employment period with GGT, Employee has which policy currently provides for an immediate right to terminate this Agreementinsurance benefit of four times salary (death for any cause) and of five times salary (death by accident only). (c) During the Term Term, the Employee Executive shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) applicable made available generally to the Group's senior level executives based in the United States or (without duplication) to its employees of based in the CompanyUnited States generally, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in In effect from time to time. In addition, during the Term Term, the Employee Executive shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company Group from time to time in effect, effect which are made available generally to the executive officers Group's senior level executives based in the United States or (without duplication) to its employees based in the United States generally. Such benefits and perquisites as of the Company date hereof shall include the following: (i) for each whole and consistent with any partial calendar year included in the generally applicable guidelines determined by the Board. If Term, financial planning and tax preparation assistance in an amount not to exceed $15,000 annually (pro-rated for any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreementpartial calendar year); (ii) health club dues; (iii) first class travel accommodations; and (iv) annual membership dues at Anglebrook Golf Club. (d) The Employee During each calendar year of the Term, the Executive shall be entitled to four weeks paid vacation (on a non-cumulative basis), to be taken at such time(s) as shall not, in the reasonable judgment of the Company CEO, materially interfere with the Executives fulfillment of his duties hereunder, and shall be entitled to as many vacation days, holidays, sick days and personal days consistent as are in accordance with the Company’s policies 's policy then in effect generally for similarly situated employeesits senior level executives. (e) The Executive acknowledges that he is a party to a Company Executive Salary Continuation Agreement ("ESCA") with a 50% salary limitation and a March 31, 1998 first commencement of service date. (f) During the Term, the Company shall provide, or cause a member of the Group to provide, the Executive with an automobile allowance of $2,350, per month to cover his costs of using, maintaining, insuring and garaging his car in connection with the business of the Group. The Company shall provide the Executive with the use of a chauffeur in connection with the business of the Group. (g) The Executive acknowledges that (i) in March 1998 under the Incentive Plan, the Company made an initial stock option grant covering 50,000 shares of the Company's common stock and 10,000 shares of restricted Company common stock; (ii) in March 1998, $2,000,000 was paid into the Executive's UK pension fund in full satisfaction of the Company's agreement to remedy the underfunding of the Executive's Pension Scheme; and (iii) February 1999 under the Incentive Plan the Executive was awarded a grant of 60,000 shares of the Company's common stock and 10,000 shares of restricted Company common stock in March 1999. (h) It is intended that the Executive will relocate his family to the New York area during calendar 2000. At the time of such relocation, the Company shall pay or cause a member of the Group to pay for the reasonable and ordinary costs incurred by the Executive related to such move. Until the time Executive establishes a new residence in the New York City metropolitan area, but not beyond December 31, 1999, the Company shall provide the Executive with an appropriate furnished apartment/hotel accommodation in New York City, reasonably acceptable to Executive. In connection with Executive's purchase of a residence in the New York City metropolitan area, the Company will, within 14 days of Executive's written request, advance to Executive (or at the Company's option, arrange for a third party loan) on or about the date on which title of such new residence is expected to close, a loan (the "Home Loan") of up to $3,000,000. $1,000,000 of the Home Loan shall be payable in six months, together with accrued interest thereon, at the interest rate set forth in clause (y) below. The remaining $2,000,000 of the Home Loan shall mature on the sooner of (x) one year after the Date of Termination and (y) March 31, 2003 (the "Maturation Date"), and shall bear simple interest at the average of the daily LIBOR (one-year rate) rates published in The Wall Street Journal during the period of the loan. Payments of principal and interest shall be made annually, on the last day of March in each year, in arrears, based upon a 20-year amortization schedule. The Executive shall execute a promissory note evidencing the Home Loan prepared by the Company and reasonably satisfactory to the Executive. The Home Loan shall be secured by a first mortgage on Executive's residence so purchased. The Company shall have the right to offset any payments to be made under the ESCA against any outstanding amounts of principal and interest on the Home Loan, after notice to such effect.. (i) To the extent any plan, program, practice, policy, arrangement or agreement providing compensation or benefits to the Executive takes into account a participant's service with the Company or the Group, whether for the purposes of determining eligibility, vesting, level of benefits or otherwise, the Executive's service will include his whole and partial years of service with GGT prior to its merger with and into the Company; provided, however, for purposes of determining years of service under the ESCA, the Executive's commencement of service date shall be March 31, 1998. (j) The Company shall pay or reimburse the Executive, or cause a member of the Group to pay or to reimburse the Executive, for the reasonable legal fees and expenses incurred by the Executive in connection with the negotiation of this Agreement, not to exceed $35,000.

Expenses; Fringe Benefits. (a) The Company agrees to pay or to reimburse the Employee during the Term Executive for all reasonable, ordinary and necessary documented business or entertainment expenses incurred during the Term in the performance of his services hereunder in accordance with the policies policy of the Company as are from time to time in effect. The EmployeeExecutive, as a condition precedent to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee Executive seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or materials, as the Company may otherwise from time to time reasonably require. (b) During the Term Term, the Employee Executive and, to the extent eligible, his dependents, shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by made available generally to the Company Company's senior executives or to its employees (including without limitation, family medical, dentaldisability and life insurance programs, disability, group life (including accidental death and dismemberment) dismemberment protection and business travel insurance insurance), subject, however, to the generally applicable eligibility and other provisions of the various plans and programsprograms in effect from time to time. (c) applicable During the Term, the Executive shall be eligible to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) and stock option and restricted stock plans made available generally to the Company's senior executives or to its employees of the Companygenerally, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (c) During the Term the Employee shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) applicable generally to the employees of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term Term, the Employee Executive shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, effect which are made available generally to the executive officers of the Company and consistent with the generally applicable guidelines determined by the Board. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right Company's senior executives or to terminate this Agreementits employees generally. (d) The Employee Executive shall be entitled to paid vacation as provided under standard Company policy, to be taken at such time(s) as shall not, in the reasonable judgment of the CEO, materially interfere with the Executive's fulfillment of his duties hereunder, and shall be entitled to as many vacation days, holidays, sick days and personal days consistent as are in accordance with the Company’s policies 's policy as in effect generally for similarly situated employeesits employees on January 1, 1999. (e) During the Term, the Company will reimburse the Executive for his costs, if any, of, garaging an automobile at the offices of the Company.

Expenses; Fringe Benefits. (a) The Company agrees to pay or to reimburse the Employee during the Term Executive for all reasonable, ordinary and necessary documented business or entertainment expenses incurred during the Term in the performance of his services hereunder in accordance with the policies policy of the Company as are from time to time in effect. The EmployeeExecutive, as a condition precedent to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee Executive seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or materials, as the Company may otherwise from time to time reasonably require. (b) During the Term Term, the Employee Executive and, to the extent eligible, his dependents, shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by made available generally to the Company Company's senior executives or to its employees (including without limitation, medical, dentaldisability and life insurance programs, disability, group life (including accidental death and dismemberment) dismemberment protection and business travel insurance insurance), subject, however, to the generally applicable eligibility and other provisions of the various plans and programsprograms in effect from time to time. (c) applicable During the Term, the Executive shall be eligible to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) and stock option and restricted stock plans made available generally to the Company's senior executives or to its employees of the Companygenerally, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (c) During the Term the Employee shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) applicable generally to the employees of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term Term, the Employee Executive shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, effect which are made available generally to the executive officers of the Company and consistent with the generally applicable guidelines determined by the Board. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right Company's senior executives or to terminate this Agreementits employees generally. (d) The Employee Executive shall be entitled to four weeks paid vacation annually (on a non-cumulative basis), to be taken at such time(s) as shall not, in the reasonable judgment of the Board, materially interfere with the Executive's fulfillment of his duties hereunder, and shall be entitled to as many vacation days, holidays, sick days and personal days consistent as are in accordance with the Company’s policies 's policy then in effect generally for similarly situated its employees. (e) During the Term, the Company will provide the Executive with an automobile allowance not to exceed $600 per month to cover the costs of leasing, insuring, garaging and maintaining an automobile for use in the business of the Company.

Expenses; Fringe Benefits. (a) The Company agrees to pay or to reimburse the Employee during the Term Executive for all reasonable, ordinary and necessary documented business or entertainment expenses incurred during the Term in the performance of his services hereunder in accordance with the policies policy of the Company as are from time to time in effect. The EmployeeExecutive, as a condition precedent to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee Executive seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or materials, as the Company may otherwise from time to time reasonably require. (b) During the Term Term, the Employee Executive and, to the extent eligible, his dependents, shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by made available generally to the Company Company's senior executives or to its employees (including without limitation, medical, dentaldisability and life insurance programs, disability, group life (including accidental death and dismemberment) dismemberment protection and business travel insurance insurance), subject, however, to the generally applicable eligibility and other provisions of the various plans and programsprograms in effect from time to time. (c) applicable During the Term, the Executive shall be eligible to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) and stock option and restricted stock plans made available generally to the Company's senior executives or to its employees of the Companygenerally, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (c) During the Term the Employee shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) applicable generally to the employees of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term Term, the Employee Executive shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, effect which are made available generally to the executive officers of the Company and consistent with the generally applicable guidelines determined by the Board. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right Company's senior executives or to terminate this Agreementits employees generally. (d) The Employee Executive shall be entitled to four weeks paid vacation annually (on a non-cumulative basis, except as otherwise provided under standard Company policy), to be taken at such time(s) as shall not, in the reasonable judgment of the Board, materially interfere with the Executive's fulfillment of his duties hereunder, and shall be entitled to as many vacation days, holidays, sick days and personal days consistent as are in accordance with the Company’s policies 's policy then in effect generally for similarly situated its employees. The Company shall pay statutory sick pay ("SSP") in accordance with statutory regulations from time to time in force. Any payment by the Company in respect of any day of absence due to sickness shall be set off against its liability to pay SSP.

Expenses; Fringe Benefits. (a) The Company agrees to pay or to reimburse the Employee during the Term his employment for all reasonable, ordinary and necessary business expenses incurred in the performance of his services hereunder in accordance with the policies of the Company as are from time to time in effect. The Employee, as a condition to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or as the Company may otherwise from time to time reasonably require. (b) During the Term his employment the Employee and, to the extent eligible, his dependents, shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by the Company (including without limitation, medical, dental, disability, group life (including accidental death and dismemberment) and business travel insurance plans and programs) applicable generally to the employees of the Company, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any of the benefits provided in this subsection subparagraph are materially reduced, and Employee has an immediate right terminates this agreement as a result thereof, such termination shall, for the purposes of the severance benefits payable pursuant to terminate this AgreementParagraph 5(a), be deemed termination without Cause. (c) During the Term his employment the Employee shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) applicable generally to the employees of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term his employment the Employee shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, available generally to the executive officers of the Company and consistent with the generally applicable guidelines determined by the Board. If any of the benefits provided in this subsection subparagraph are materially reduced, and Employee has an immediate right terminates this agreement as a result thereof, such termination shall, for the purposes of the severance benefits payable pursuant to terminate this AgreementParagraph 5(a), be deemed termination without Cause. (d) The Employee shall be entitled to as many vacation days, holidays, sick days and personal days consistent with the Company’s policies for similarly situated employees. Initial vacation accumulation rate will be twelve (12) days per year.

Expenses; Fringe Benefits. (a) The In addition to the compensation provided for under paragraph 4, the Company agrees to pay or to reimburse the Employee during the Term Executive for all reasonable, ordinary and necessary properly vouchered business or entertainment expenses incurred in the performance of his services hereunder in accordance with the policies of the Company policy as are from time to time in effect. The Employee, as a condition to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or as the Company may otherwise from time to time reasonably require. (b) Executive shall be entitled to 6 weeks paid vacation in each calendar year, which vacation time shall be utilized at such time(s) as will not materially interfere with the performance of Executive’s responsibilities hereunder. (c) During the Term the Employee andTerm, to the extent eligible, his dependents, Executive shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by the Company (including without limitationinsurance, medical, dental, disability, group life (including accidental death profit-sharing and dismemberment) and business travel insurance retirement plans and programs) applicable other benefits as are in effect for the benefit of Company employees generally and to the employees which members of senior management of the CompanyCompany are entitled by reason of such office, subjectsubject however, howeverin all cases, to the generally applicable eligibility and other provisions of the various benefit plans and programs in effect from time to time. If any Except as may otherwise be determined in the discretion of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (c) During the Term the Employee shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) applicable generally to the employees Board of Directors of the Company, subjectsuch benefits shall include participation in or entitlement to, howevera pension plan; medical reimbursement plan; life insurance; disability insurance; tax preparation and estate planning services; payment of legal fees and expenses arising in the course of business or in which the Company has an interest; and club memberships. With respect to the benefits referenced in this clause (c), Executive will continue to generally be entitled to receive the benefits he was receiving pursuant to the Employment Agreement between Executive and Hill and Xxxxxxxx dated as of January 1, 1994, as amended by letter dated as of January 1, 1997, which benefits were in turn determined by reference to the benefits he received in his former position with Hill and Knowlton’s affiliate, Xxxxxxx & Company, Inc. (d) During the Term, the Company shall provide Executive with an automobile and driver for his business use in New York and Washington, D.C. (e) During the Term, the Company shall provide Executive with a suitable apartment in New York City for his exclusive business use. (f) The Company shall indemnify Executive in accordance with applicable eligibility law and other provisions its standard practices with respect to directors and senior executive officers, against liability (and related costs) to the Company or third parties for actions or inactions in connection with Executive’s employment by the Company. (g) Provided the Executive remains a full-time employee of the various plans Company through the end of the Term, he shall be eligible to continue to participate in the Company’s group health insurance plan for a period of four consecutive years thereafter. Participation in the plan will be provided in accordance with the terms and programs conditions of such group health plan as in effect from time to time during the applicable period, and subject to Executive’s continued contribution of the employee share of such insurance in accordance with the employee contribution rates applicable to senior executives of the Company as in effect from time to time. In additionExecutive’s entitlement to the benefits described in this paragraph 5(g) shall cease immediately if (i) he obtains alternative employment (including consultancy, during the Term the Employee shall be entitled freelancing and self-employment), whether on a full-time or part-time basis and he is eligible to receive fringe substantially equivalent benefits and perquisites under any health insurance plan maintained by a subsequent employer, or (ii) he engages in accordance with the plans, practices, programs and policies of the Company from time to time in effect, available generally to the executive officers of the Company and consistent with the generally applicable guidelines determined by the Board. If any of the benefits provided prohibited activities described in this subsection are materially reduced, Employee has an immediate right to terminate this Agreementparagraph 8 below at any time during or after the Restricted Period. (d) The Employee shall be entitled to as many vacation days, holidays, sick days and personal days consistent with the Company’s policies for similarly situated employees.

Expenses; Fringe Benefits. (a) a. The Company agrees to pay or to reimburse the Employee during the Term for all reasonable, ordinary and necessary business expenses incurred in the performance of his services hereunder in accordance with the policies of the Company as are from time to time in effect. The Employee, as a condition to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or as the Company may otherwise from time to time reasonably require. (b) b. During the Term the Employee and, to the extent eligible, his dependents, shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by the Company (including without limitation, medical, dental, disability, group life (including accidental death and dismemberment) and business travel insurance plans and programs) applicable generally to the employees of the Company, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (c) c. During the Term the Employee shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(ksharing/40l(k) plan) applicable generally to the employees of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term the Employee shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, available generally to the executive officers of the Company and consistent with the generally applicable guidelines determined by the Board. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (d) d. The Employee shall be entitled to as many four (4) weeks vacation days, per year and such holidays, sick days and personal days consistent as are in accordance with the Company’s policies 's policy then in effect for similarly situated employeesits employees generally, upon such terms as may be provided of general application to all employees of the Company. e. The position is located at Westminster, MA. The Board expects that within a reasonable period of time the Employee will relocate his principal residence within a reasonable commuting distance. In connection with this process the Company will assist with temporary living arrangements and will provide $35,000 at the time of relocation to the Westminster, MA area.

Expenses; Fringe Benefits. (a) The Company agrees to pay or to reimburse the Employee during the Term Executive for all reasonable, ordinary and necessary documented business or entertainment expenses incurred during the Term in the performance of his services hereunder in accordance with the policies policy of the Company as are from time to time in effect. The EmployeeExecutive, as a condition precedent to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee Executive seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or materials, as the Company may otherwise from time to time reasonably require. (b) During the Term Term, the Employee Executive and, to the extent eligible, his dependents, shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by made available to the Company Company's executives or to its employees generally (including without limitation, medical, dentaldisability and life insurance programs, disability, group life (including accidental death and dismemberment) dismemberment protection and business travel insurance insurance), subject, however, to the generally applicable eligibility and other provisions of the various plans and programsprograms in effect from time to time. (c) applicable During the Term, the Executive shall be eligible to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) and stock option and restricted stock plans made available generally to the Company's senior executives or to its employees of the Companygenerally, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (c) During the Term the Employee shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) applicable generally to the employees of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term Term, the Employee Executive shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, effect which are made available generally to the executive officers of the Company and consistent with the generally applicable guidelines determined by the Board. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right Company's senior executives or to terminate this Agreementits employees generally. (d) The Employee Executive shall be entitled to four weeks paid vacation annually (on a non-cumulative basis, except as otherwise provided under standard Company policy), to be taken at such time(s) as shall not, in the reasonable judgment of the Board, materially interfere with the Executive's fulfillment of his duties hereunder, and shall be entitled to as many vacation days, holidays, sick days and personal days consistent as are in accordance with the Company’s policies 's policy then in effect generally for similarly situated its employees.

Expenses; Fringe Benefits. (a) The Company agrees to pay or to reimburse the Employee during the Term Executive for all reasonable, ordinary ordinary, necessary and necessary documented business or entertainment expenses incurred during the Term in the performance of his services hereunder in accordance with the policies policy of the Company as are from time to time in effect. The EmployeeExecutive, as a condition precedent to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee Executive seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or materials, as the Company may otherwise from time to time reasonably require. (b) During the Term Term, the Employee Executive and, to the extent eligible, his dependents, shall be entitled eligible to participate in and receive all benefits under any welfare benefit plans and programs provided by the Company (including without limitation, medical, dental, disability, group life (including accidental death and dismemberment) and business travel insurance plans and programs) applicable generally provided by the Company to its senior executives and, without duplication, its employees generally, subject, however, to the employees generally applicable eligibility and other provisions of the Companyvarious plans and programs in effect from time to time. (c) During the Term, the Executive shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) provided by the Company to its senior executives and, without duplication, its employees generally, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (c) During the Term the Employee shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) applicable generally to the employees of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term Term, the Employee Executive shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, effect which are made available generally to the executive officers senior executives of the Company and consistent with the generally applicable guidelines determined by the Board. If any of the benefits provided in this subsection are materially reducedand, Employee has an immediate right without duplication, to terminate this Agreementits employees generally. (d) The Employee Executive shall be entitled to four weeks paid vacation annually (with no right of carry-over) to be taken at such times as shall not, in the reasonable judgment of the Designated Officer, materially interfere with the Executive’s fulfillment of his duties hereunder, and shall be entitled to as many vacation days, holidays, sick days and personal days consistent as are in accordance with the Company’s policies policy then in effect generally for similarly situated its employees.. EXECUTION COPY

Expenses; Fringe Benefits. (a) The In addition to the compensation provided for under Section 4, the Company agrees to pay or to reimburse the Employee Executive during the Term for all reasonable, ordinary and necessary vouchered business or entertainment expenses incurred in the performance of his services hereunder in accordance with the policies policy of the Company as are from time to time in effect. The EmployeeExecutive, as a condition precedent to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee Executive seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or materials, as the Company may otherwise from time to time reasonably require. (b) During the Term Term, the Employee Executive and, to the extent eligible, his dependents, shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by the Company (including without limitation, medical, dental, disability, group life (including accidental death and dismemberment) and business travel insurance plans and programs) applicable generally to the employees of the Company, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (c) During the Term Term, the Employee Executive shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) applicable generally to the employees of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term Term, the Employee Executive shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, effect and available generally to the executive officers senior executives of the Company and consistent with the generally applicable guidelines determined by the Board. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this AgreementCompany. (d) The Employee Executive shall be entitled to __ weeks paid vacation during each calendar year of the Term, to be taken at such time(s) as shall not, in the reasonable judgment of the Chief Executive Officer of the Company, materially interfere with the Executive's fulfillment of his duties hereunder, and shall be entitled to as many vacation days, holidays, sick days and personal days consistent as are in accordance with the policy of the Company then in effect for its senior executives generally, upon such terms as may be generally applicable to senior executives of the Company’s policies for similarly situated employees. (e) Notwithstanding anything to the contrary contained above, the Company shall be entitled to terminate or reduce any employee benefit or perquisite enjoyed by the Executive pursuant to the provisions of Section 5(b), (c) or (d) above if such reductiori is part of an across-the-board reduction applicable to all executive officers of the Company.

Expenses; Fringe Benefits. (a) The In addition to the compensation provided for under Section 4, the Company agrees to pay or to reimburse the Employee Executive during the Term for all reasonable, ordinary and necessary vouchered business or entertainment expenses incurred in the performance of his services hereunder in accordance with the policies policy of the Company as are from time to time in effect. The EmployeeExecutive, as a condition precedent to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee Executive seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or materials, as the Company may otherwise from time to time reasonably require. (b) During the Term Term, the Employee Executive and, to the extent eligible, his dependents, shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by the Company (including without limitation, medical, dental, disability, group life (including accidental death and dismemberment) and business travel insurance plans and programs) applicable generally to the employees of the Company, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (c) During the Term Term, the Employee Executive shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) applicable generally to the employees of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term Term, the Employee Executive shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, effect and available generally to the executive officers senior executives of the Company and consistent with the generally applicable guidelines determined by the Board. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this AgreementCompany. (d) The Employee Executive shall be entitled to ___ weeks paid vacation during each calendar year of the Term, to be taken at such time(s) as many vacation daysshall not, holidays, sick days and personal days consistent with in the reasonable judgment of the Board of the Company’s policies for similarly situated employees., materially interfere with

Expenses; Fringe Benefits. (a) The Company agrees to pay or to reimburse the Employee during the Term Executive for all reasonable, ordinary and necessary documented business or entertainment expenses incurred during the Term in the performance of his services hereunder in accordance with the policies policy of the Company as are from time to time in effect. The EmployeeExecutive, as a condition precedent to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee Executive seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or materials, as the Company may otherwise from time to time reasonably require. (b) During the Term Term, the Employee Executive and, to the extent eligible, his dependents, shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by made available generally to the Company Company's senior executives or to its employees (including without limitation, medical, dentaldisability and life insurance programs, disability, group life (including accidental death and dismemberment) dismemberment protection and business travel insurance insurance), subject, however, to the generally applicable eligibility and other provisions of the various plans and programsprograms in effect from time to time. (c) applicable During the Term, the Executive shall be eligible to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) and stock option and restricted stock plans made available generally to the Company's senior executives or to its employees of the Companygenerally, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (c) During the Term the Employee shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) applicable generally to the employees of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term Term, the Employee Executive shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, effect which are made available generally to the executive officers of the Company and consistent with the generally applicable guidelines determined by the Board. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right Company's senior executives or to terminate this Agreementits employees generally. (d) The Employee Executive shall be entitled to 4 weeks paid vacation annually (on a non-cumulative basis, except as otherwise provided under standard Company policy), to be taken at such time(s) as shall not, in the reasonable judgment of the CEO and/or the CFO, materially interfere with the Executive's fulfillment of his duties hereunder, and shall be entitled to as many vacation days, holidays, sick days and personal days consistent as are in accordance with the Company’s policies 's policy then in effect generally for similarly situated its employees.

Expenses; Fringe Benefits. (a) The Company agrees to pay or to reimburse the Employee during the Term for all reasonable, ordinary and necessary business expenses incurred in the performance of his services hereunder in accordance with the policies of the Company as are from time to time in effect. The Employee, as a condition to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or as the Company may otherwise from time to time reasonably require. (b) During the Term the Employee and, to the extent eligible, his dependents, shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by the Company (including without limitation, medical, dental, disability, group life (including accidental death and dismemberment) and business travel insurance plans and programs) applicable generally to the employees of the Company, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (c) During the Term the Employee shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(ksharing/40 1(k) plan) applicable generally to the employees of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term the Employee shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, available generally to the executive officers of the Company and consistent with the generally applicable guidelines determined by the Board. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (d) The Employee shall be entitled to as many vacation days, holidays, sick days and personal days consistent as are in accordance with the Company’s policies 's policy then in effect for similarly situated employeesits employees generally, upon such terms as may be provided of general application to all employees of the Company.

Expenses; Fringe Benefits. (a) The Company agrees to pay or to reimburse the Employee during the Term Executive for all reasonable, ordinary ordinary, necessary and necessary documented business or entertainment expenses incurred during the Term in the performance of his services hereunder in accordance with the policies policy of the Company as are from time to time in effect. The EmployeeExecutive, as a condition precedent to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee Executive seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or materials, as the Company may otherwise from time to time reasonably require. (b) During the Term Term, the Employee Executive and, to the extent eligible, his dependents, shall be entitled eligible to participate in and receive all benefits under any welfare benefit plans and programs provided by the Company (including without limitation, medical, dental, disability, group life (including accidental death and dismemberment) and business travel insurance plans and programs) applicable generally provided by the Company to its senior executives and, without duplication, its employees generally, subject, however, to the employees generally applicable eligibility and other provisions of the Companyvarious plans and programs in effect from time to time. (c) During the Term, the Executive shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) provided by the Company to its senior executives and, without duplication, its employees generally, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (c) During the Term the Employee shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) applicable generally to the employees of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term Term, the Employee Executive shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, effect which are made available generally to the executive officers senior executives of the Company generally and, without duplication, to its employees generally. Such benefits and consistent with the generally applicable guidelines determined by the Board. If any perquisites as of the benefits provided date hereof shall include the following: (i) for each whole and any partial calendar year included in this subsection are materially reducedthe Term, Employee has financial planning and tax preparation assistance in an immediate right amount not to terminate this Agreementexceed $15,000 (gross) annually (pro-rated for any partial calendar year); and (ii) annual membership dues at Anglebrook Golf Club. (d) During the Term, the Company shall provide or cause one of its affiliates to provide the Executive with $1,000,000 of life insurance coverage under Omnicom's Executive Life Insurance Program. (e) During the Term, the Company will provide the Executive with a car or car allowance, not to exceed an annual cost of Euros 15,000 (gross); provided, however, the parties hereto acknowledge and agree that from January 1, 2002 through and including July 1, 2004, the Company provided the Executive with a driver in New York for use in the business of the Company. (f) From and after the date hereof through the remainder of the Term, the Company will provide the Executive with a monthly allowance not to exceed $5,000 (gross) to cover the costs of renting an apartment in the New York metropolitan area. (g) The Employee Executive shall be entitled to four weeks paid vacation annually (with no right of carry over) to be taken at such times as shall not, in the reasonable judgment of the Omnicom CEO, materially interfere with the Executive's fulfillment of his duties hereunder, and shall be entitled to as many vacation days, holidays, sick days and personal days consistent as are in accordance with the Company’s policies 's policy then in effect generally for similarly situated its employees. (h) Any business travel arrangements made by or for the Executive shall be subject to the general travel guidelines, policies and procedures of the Company and the TBWA Group as from time to time in effect. (i) The Executive acknowledges that he is party to an Omnicom Executive Salary Continuation Agreement with a 50% salary limitation and a April 1, 1998 first commencement of service date. (j) From and after the date hereof through the remainder of the Term, the Company will provide the Executive with an annual allowance not to exceed $30,000 (gross) to cover the costs of family travel for the Executive and his wife between New York and Paris; provided, however, the parties hereto acknowledge and agree that (i) from January 1, 2002 through December 31, 2004, the Company agreed to reimburse the Executive for the cost of three annual personal round trip airline tickets for each of the Executive and his wife from New York and Paris, and (ii) from January 1, 2005 through the date hereof, the Company provided the Executive with an annual allowance not to exceed $30,000 (gross) to cover the costs of family travel for the Executive and his wife between New York and Paris.

Expenses; Fringe Benefits. (a) a. The Company agrees to pay or to reimburse the Employee during the Term for all reasonable, ordinary and necessary business expenses incurred in the performance of his services hereunder in accordance with the policies of the Company as are from time to time in effect. The Employee, as a condition to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or as the Company may otherwise from time to time reasonably require. (b) b. During the Term the Employee and, to the extent eligible, his dependents, shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by the Company (including without limitation, medical, dental, disability, group life (including accidental death and dismemberment) and business travel insurance plans and programs) applicable generally to the employees of the Company, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (c) c. During the Term the Employee shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) applicable generally to the employees of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term the Employee shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, available generally to the executive officers of the Company and consistent with the generally applicable guidelines determined by the Board. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (d) d. The Employee shall be entitled to as many four (4) weeks vacation days, per year and such holidays, sick days and personal days consistent as are in accordance with the Company’s policies 's policy then in effect for similarly situated employeesits employees generally, upon such terms as may be provided of general application to all employees of the Company. e. The position is located at Westminster, MA. The Board expects that within a reasonable period of time the Employee will relocate his principal residence within a reasonable commuting distance. In connection with this process the Company will assist with temporary living arrangements and will provide $35,000 at the time of relocation to the Westminster, MA area.

Expenses; Fringe Benefits. (a) The Company agrees to pay or to reimburse the Employee Executive during the Term for all reasonable, ordinary and necessary vouchered business or entertainment expenses incurred in the performance of his services hereunder in accordance with the policies policy of the Company and the Group as are from time to time in effect. The EmployeeExecutive, as a condition precedent to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee Executive seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or materials, as the Company or the Group may otherwise from time to time reasonably require. (b) During the Term Term, subject to the Employee approval of the Board, the Executive shall be eligible to participate in the incentive compensation plans of the Company as in effect from time to time. (c) During the Term, the Executive and, to the extent eligible, his dependents, shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by the Company (including without limitation, medical, dental, disability, group life (including accidental death and dismemberment) and business travel insurance plans and programs) now or hereafter provided by the Company which are applicable generally to the employees of the Company, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (cd) During the Term Term, the Employee Executive shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) which are applicable generally to the employees of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term Term, the Employee Executive shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, effect which are available generally to the executive officers of the Company and such other fringe benefits as may from time to time be approved in writing by the Board. (e) During the Term, the Company will provide the Executive with the exclusive use of a Company leased automobile and pay for all costs of leasing, insuring, and maintaining such automobile for use in the business of the Company on a basis consistent with the generally pre-Merger policy of Mortxx, xxd such costs shall be added to Executive's compensation as required by applicable guidelines determined by the Board. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreementtax regulations. (df) The Employee Executive shall be entitled to vacation during each calendar year of the Term on a basis consistent with the pre-Merger vacation policy of Mortxx, xx be taken at such time(s) as shall not, in the reasonable judgment of the Company CEO, materially interfere with the Executive's fulfillment of his duties hereunder, and shall be entitled to as many vacation days, holidays, sick days and personal days consistent as are in accordance with the Company’s policies 's policy then in effect for similarly situated employeesits executive officers generally, upon such terms as may be provided its executive officers generally. (g) The Executive and Mortxx xxx currently parties to an Executive Stock Option Agreement dated February 15, 1995, as amended (the "Executive Stock Option Agreement"), pursuant to which the Executive holds options to purchase 64,815 shares of Mortxx'x xxxck (the "Pre-Merger Options"). Pursuant to a separate agreement to be entered into by and between the Executive and the Company, the Pre-Merger Options will be converted to options for Company shares (but will be adjusted to reflect the effects of the Merger). This Agreement is not otherwise intended to in any way modify or amend the Executive Stock Option Agreement which shall remain in full force and effect. (h) Notwithstanding anything to the contrary contained above, the Company shall be entitled to terminate or reduce any employee benefit or perquisite enjoyed by the Executive pursuant to the provisions of paragraph 5(b), 5(c) 5(d) and 5(f) above, if such reduction is part of an across-the-board reduction applicable to all executive officers of the Company.

Expenses; Fringe Benefits. (a) a. The Company agrees to pay or to reimburse the Employee during the Term for all reasonable, ordinary and necessary business expenses incurred in the performance of his Employee’s services hereunder in accordance with the policies of the Company as are from time to time in effect. The Employee, as a condition to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or as the Company may otherwise from time to time reasonably require. (b) b. During the Term the Employee and, to the extent eligible, his Employee’s dependents, shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by the Company (including without limitation, medical, dental, disability, group life (including accidental death and dismemberment) and business travel insurance plans and programs) applicable generally to the employees of the Company, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (c) c. During the Term the Employee shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(ksharing/40l(k) plan) applicable generally to the employees of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term the Employee shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, available generally to the executive officers of the Company and consistent with the generally applicable guidelines determined by the Board. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (d) d. The Employee shall be entitled to as many four (4) weeks’ vacation days, per year and such holidays, sick days and personal days consistent as are in accordance with the Company’s policies policy then in effect for similarly situated employeesits employees generally, upon such terms as may be provided of general application to all employees of the Company.

Expenses; Fringe Benefits. (a) a. The Company agrees to pay or to reimburse the Employee during the Term for all reasonable, ordinary and necessary business expenses incurred in the performance of his the Employee’s services hereunder in accordance with the policies of the Company as are from time to time in effect. The Employee, as a condition to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee seeks payment or reimbursement, and any other information or materials reasonably required by such Company policy or as the Company may otherwise from time to time reasonably require. (b) b. During the Term the Employee and, to the extent eligible, his the Employee’s dependents, shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by the Company (including without limitation, medical, dental, disability, group life (including accidental death and dismemberment) and business travel insurance plans and programs) applicable generally to the employees of the Company, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (c) c. During the Term the Employee shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(ksharing/40l(k) plan) applicable generally to the employees of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term the Employee shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, available generally to the executive officers of the Company and consistent with the generally applicable guidelines determined by the Board. If any of the benefits provided in this subsection are materially reduced, Employee has an immediate right to terminate this Agreement. (d) d. The Employee shall be entitled to as many four (4) weeks’ vacation days, per year and such holidays, sick days and personal days consistent as are in accordance with the Company’s policies policy then in effect for similarly situated employeesits employees generally, upon such terms as may be provided of general application to all employees of the Company.