EXHIBIT 10.5
EXECUTIVE SEVERANCE AGREEMENT
BETWEEN
ITERATED SYSTEMS, INC.
AND
XXXX X. XXXXX
EFFECTIVE
FEBRUARY 16, 1998
1
TABLE OF CONTENTS
EXECUTIVE SEVERANCE AGREEMENT
PARAGRAPH PAGE NO.
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1. Background...................................................... 1
2. Definitions..................................................... 2
3. Employment...................................................... 4
4. Responsibilities................................................ 4
5. Compensation.................................................... 4
6. Termination..................................................... 5
7. Proprietary Information......................................... 5
8. Ownership....................................................... 6
9. Exclusive Service and Non-Competition Covenant.................. 7
10. Covenant Not to Hire............................................ 7
11. Non-Solicitation................................................ 7
12. Severability.................................................... 7
13. Attorneys' Fees................................................. 7
14. Headings........................................................ 8
15. Notices......................................................... 8
16. General Provisions.............................................. 8
17. Entire Agreement................................................ 8
EXHIBIT A Duties of Employee
EXHIBIT B Stock Option Grant
EXHIBIT C Existing Stock Options for Xxxx X. Xxxxx as of December 31, 1997
EXHIBIT D Insurance, Benefits and Reimbursements
EXECUTIVE SEVERANCE AGREEMENT
THIS EXECUTIVE SEVERANCE AGREEMENT (the "Agreement") is dated the 31st
day of December, 1997 and is entered into by and between ITERATED SYSTEMS, INC.,
a Georgia corporation with its principal offices at Suite 600 -- Seven Piedmont
Center, 0000 Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000-0000 (the "Company"), and
XXXX X. XXXXX ("Employee"), an individual, and shall be effective on the
Effective Date, as defined below.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements of the parties hereto, the parties do hereby covenant
and agree as follows:
1. BACKGROUND.
A. The Company is engaged in the business of (i) research and
development in the area of fractal geometry and dynamical systems, and (ii)
application of the results from such research and development in the
compression, transmission, storage and decompression of images using computer
technology, and (iii) design, development, marketing and distribution of
products and services which embody or relate to the compression, transmission,
storage and decompression of images.
B. Employee has served as the Company's Chief Executive Officer and
has requested, after many years of service, to reduce his time commitment to the
Company and to resign as Chief Executive Officer.
C. The Company is willing to honor Employee's request and desires to
secure and retain the services of Employee in the more limited capacities set
forth below for a period of two years, and such services are considered by the
Company to be valuable with regard to its business.
D. The Company and Employee previously entered into an Amended and
Restated Executive Employment Agreement effective May 2, 1994 (the "Prior
Agreement") which shall remain in effect until the Effective Date, and Employee
agrees to continue to perform thereunder until the Effective Date. The parties
desire to enter into a new relationship as set forth in this Agreement, as of
the Effective Date. On the Effective Date, this Agreement shall supersede and
cancel the Prior Agreement, which shall thereafter be deemed terminated by
mutual agreement of the parties and be of no further force or effect.
E. Employee agrees and acknowledges that as of the date of this
Agreement, the Company has performed all of its responsibilities and
obligations, and paid all amounts due and owing, to or for the benefit of
Employee, under the Prior Agreement and otherwise, and Employee releases the
Company from any and all claims, liabilities, and causes of action, known or
unknown, suspected or unsuspected, that Employee had, has, or may have with
respect to the Prior Agreement, his employment by the Company, or otherwise,
arising by law or in equity as of the date hereof.
F. Further, the Company and Employee agree and acknowledge that the
stock options currently owned by Employee are specified at EXHIBIT C, and
Employee agrees and acknowledges that he has no right, entitlement or interest
of any kind in or to any other securities of the Company, including stock or
options, except as set forth in EXHIBITS B AND C hereto.
2. DEFINITIONS.
As used in this Agreement and the Exhibits, the following terms shall
have the meaning as set forth below, and the parties hereto agree to be bound by
the provisions hereof:
A. AREA means the geographic area of the United States, Canada and
the countries currently comprising the European Community which is the area in
which operations are performed, supervised, or assisted in by Employee on behalf
of the Company.
B. BOARD OF DIRECTORS means the Board of Directors of the Company.
C. BUSINESS OF THE COMPANY encompasses and means the following
elements as an integrated process: (i) research and development in the area of
fractal geometry and dynamical systems, and (ii) application of the results from
such research and development in the compression, transmission, storage and
decompression of images using computer technology, and (iii) design,
development, marketing and distribution of products and services which embody or
relate to the compression, transmission, storage and decompression of images.
D. COMPANY means Iterated Systems, Inc. and its successors.
E. EFFECTIVE DATE means February 16, 1998.
F. PERMANENT DISABILITY means a physical or mental condition which
renders Employee incapable of performing his regular duties hereunder for a
period of ninety (90) consecutive days. In the event of any disagreement
between Employee and the Company as to whether Employee is suffering from
Permanent Disability, the determination of Employee's Permanent Disability shall
be made by one or more board certified licensed physicians practicing the
specialty of medicine applicable to Employee's disorder in the Atlanta
metropolitan area in accordance with the provisions of this Subsection 2F. If
either the Company or Employee desires to initiate the procedure provided in
this Subsection, such party (the "Initiating Party") shall deliver written
notice to the other party (the "Responding Party") in accordance with the
provisions of this Agreement specifying that the Initiating Party desires to
proceed with a medical examination and the procedures specified in this Section.
Such notice shall include the name, address and telephone number of the
physician selected by the Initiating Party (the "Disability Examination
Notice"). If the Responding Party fails within thirty (30) days after the
receipt of the Disability Examination Notice to designate a physician meeting
the standards specified herein, the physician designated by the Initiating Party
in the Disability Examination Notice shall make the determination of Permanent
Disability as provided in this Section. If the Responding Party by written
notice notifies the Initiating Party within thirty (30) days of the receipt by
the Responding Party of the Disability Examination Notice by notice specifying
the physician selected by the Responding Party for purposes of this Section,
then each of the two physicians as so designated by the respective parties shall
each examine Employee. Examinations shall be made by each such physician within
fifteen (15) days of such physician's respective designation. Each physician
shall render a written report as to whether Employee is in such physician's
opinion suffering Permanent Disability. If the two physicians agree on the
status of Employee for purposes of this Subsection, such determination shall be
conclusive and dispositive for all purposes of this Subsection. If the two
physicians cannot agree, the two physicians shall jointly select a third
physician meeting the standards specified in this Subsection within ten (10)
days after the later report of the two physicians is submitted. The third
physician shall render a written report on the status of Employee within five
(5) days of selection and such report shall be dispositive for purposes of this
Subsection. For purposes of this Subsection 2F, Employee agrees that he shall
promptly submit to such examinations and tests as such physicians shall
reasonably request for purposes of making a determination of Permanent
Disability as provided herein. Failure or refusal of the Company to
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designate a licensed physician to make a determination of Permanent Disability
as required in accordance with this Section or of Employee to submit to the
examination as required by this Subsection shall constitute a conclusive
admission by the Company or Employee, as appropriate, that Employee is suffering
from a Permanent Disability as provided herein.
G. TERM means the period from the Effective Date and continuing until
two (2) years thereafter, unless the Agreement is earlier terminated for any
reason as set forth herein. This Agreement may be extended beyond the Term upon
mutual written agreement of the parties.
H. TERMINATION WITH CAUSE means the termination of this Agreement and
the employment relationship of Employee with the Company, only for the
following:
(i) Theft or embezzlement by Employee with regard to property of the
Company;
(ii) Continued gross neglect by Employee in fulfilling his duties as
set forth in this Agreement , after written notification from the Board
of Directors of such gross neglect, setting forth in detail the matters
involved and Employee's failure to cure the problem resulting in such
gross neglect within thirty (30) days of receipt of notice by Employee
by the Company;
(iii) Death or Permanent Disability of Employee;
(iv) Actual fraud or other material acts of dishonesty in conducting
the Company's business or in the fulfillment by Employee of his
assigned responsibilities; the destruction of any material amount of
the Company's property willfully or through Employee's gross neglect;
or the unauthorized disclosure of any information constituting
Confidential Information which disclosure has a material adverse impact
on the financial condition of the Company, or a Trade Secret, but not
including general statements regarding the Company and its business
which do not include Trade Secrets or Confidential Information, to any
person, business or entity in violation of Section 7; or
(v) A violation or other failure of Employee to perform in accordance
with any material provision of any written agreement with the Company
or to perform in accordance with the reasonable directives imposed upon
him by the Board of Directors of the Company, if such violation or
other failure is not cured within thirty (30) days of receipt of notice
by Employee from the Company.
I. TERMINATION WITHOUT CAUSE means a termination by the Company of
this Agreement and the employment relationship of Employee with the Company
which is not a Termination With Cause or a Voluntary Termination, but not
including the expiration of this Agreement.
J. VOLUNTARY TERMINATION means unilateral termination by Employee of
his employment with the Company prior to the end of the Term; provided that
Employee shall not be considered to have unilaterally terminated his employment
with the Company, even though such termination is initiated by Employee, if such
termination occurs following: (i) a breach of a material term of this Agreement
by the Company, which is not cured by the Company within thirty (30) days from
receipt by the Company of notice from Employee, or (ii) any relocation to which
Employee has not agreed to an office of the Company located more than thirty-
five (35) miles from the city limits of Atlanta, Georgia.
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3. EMPLOYMENT. The Company, through its Board of Directors, agrees to employ
Employee in accordance with the provisions of this Agreement, and Employee
agrees to accept such employment upon the terms and conditions set forth herein.
4. RESPONSIBILITIES.
A. Pursuant to this Agreement, Employee shall assume the
responsibilities and perform the duties of the Vice Chairman of the Board of
Directors and Special Advisor, as specified by the Board of Directors or the
Chief Executive Officer, consistent with the responsibilities and duties
described in EXHIBIT A hereto.
B. Employee agrees to serve as a member of the Board of Directors for
the period during which he is elected as such by the shareholders of the
Company, provided the Company shall have no obligation to elect Employee to the
Board of Directors. In the event the Company, in its sole discretion, decides
to eliminate or reduce the scope of its current directors' and officers'
liability insurance coverage, the Company will notify Employee, and Employee may
elect to remain on the Board of Directors or resign therefrom, provided any such
resignation shall not by itself constitute a Voluntary Termination or a
Termination Without Cause and the Company shall be required to continue to pay
Employee the Annual Salary and provide the benefits set forth in Section 5E. for
the remainder of the Term, subject to Employee's continued compliance with the
remaining terms of this Agreement. Employee also agrees to comply with all
policies, restrictions and procedures adopted by the Company or the Board of
Directors relating to the sale or purchase of securities by the Company,
including the terms of the Lock-up Agreement and any other agreements entered
into by Employee in connection with the Company's public offering of securities
on the Oslo Stock Exchange.
5. COMPENSATION. The Company shall pay, and Employee agrees to accept, as full
and complete compensation for services to be rendered hereunder during the Term,
the remuneration described below:
A. ANNUAL SALARY. The Company shall pay Employee a base annual
salary as of the Effective Date of One Hundred Fifty Thousand Dollars
($150,000.00) per year ("Base Salary"). Base Salary shall be payable according
to the customary payroll practices of the Company.
B. NON-QUALIFIED STOCK OPTIONS. Employee is granted stock options in
accordance with the Company's 1994 Amended and Restated Stock Option Plan (the
"Plan") as approved by the shareholders of the Company subject to the
restrictions and rights set forth in the Plan and the Stock Option Grant,
attached hereto as EXHIBIT B.
C. 1997 BONUS. On the signing of this Agreement by both parties,
the Company shall pay Employee a bonus in the amount of One Hundred Fifty
Thousand Dollars ($150,000.00) for service in 1997, subject to normal employment
withholdings and deductions.
D. CAR LEASE. Employee shall receive use of an automobile during
the Term, which shall be leased by the Company, as reasonably determined by the
Board of Directors, in an amount of at least $400.00 per month.
E. ADDITIONAL COMPENSATION. At the end of each month of the Term, the
Company shall pay Employee, as additional compensation, an amount which, after
deducting federal and state income taxes, would equal the amount which the
Company would contribute as a "matching contribution" to Employee's account
under the Company's 401(k) plan, assuming that Employee was still an active
participant in the plan and elected to defer $833.33 in compensation each month
under the plan. F. INSURANCE, BENEFITS AND REIMBURSEMENTS. During the Term,
Employee shall be entitled to participate in the insurance plans and to receive
those benefits and reimbursements set forth on EXHIBIT D.
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6. TERMINATION.
A. This Agreement will commence on the Effective Date and shall
continue during the Term unless terminated as set forth herein.
B. During the Term, this Agreement may be terminated, subject to the
terms, conditions and obligations hereof, by any of the following events:
(i) Mutual written agreement expressed in a single document signed
by both the Company and Employee;
(ii) Voluntary Termination by Employee;
(ii) Death of Employee;
(iii) Termination Without Cause; or
(iv) Termination With Cause.
C. If the Company elects in its discretion to terminate the employment of
Employee at any time in such a manner as constitutes a Termination Without
Cause, then the Company shall be required to continue to pay Employee the Annual
Salary and provide the benefits set forth in Section 5E., for the remainder of
the Term. The foregoing shall constitute the sole and exclusive liability of
the Company for a Termination Without Cause.
D. During the Term if Employee obtains or is extended by another any
employee benefits or insurance coverage at least comparable (as reasonably
determined by the parties) to any of the benefits or coverage to be provided by
the Company as set forth herein, then Employee shall immediately notify the
Company and the Company shall thereafter no longer be required to provide the
comparable benefit or coverage as set forth herein.
E. The obligations of Employee under Sections 7, 8 , 9 10 and 11 shall
survive termination or expiration of this Agreement for any reason. The
obligations of the Company under Section 6C., to the extent applicable, shall
also survive such termination.
7. PROPRIETARY INFORMATION.
A. In performance of services under this Agreement, Employee may have
access to:
(i) information which derives economic value, actual or potential, from not
being generally known to, and not being readily ascertainable by proper
means by, other persons who can obtain economic value from its disclosure
or use, and is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy (hereinafter "Trade Secrets" or
"Trade Secret"); or
(ii) information which does not rise to the level of a Trade Secret, but is
valuable to the Company and provided in confidence to Employee (hereinafter
"Confidential Information").
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B. Employee acknowledges and agrees that with respect to Trade Secrets and
Confidential Information provided to or obtained by Employee (hereinafter
collectively the "Proprietary Information"):
(i) that the Proprietary Information is and shall remain the exclusive
property of the Company;
(ii) to use the Proprietary Information exclusively for the purpose of
fulfilling the obligations under this Agreement;
(iii) to return the Proprietary Information, and any copies thereof, in
his possession or under his control, to the Company upon request of the
Company, or expiration or termination of this Agreement for any reason; and
(iv) to hold the Proprietary Information in confidence and not to copy,
publish, or disclose to others or allow any other party to copy, publish,
or disclose to others, in any form, any Proprietary Information without the
prior written approval of the Board of Directors, except in furtherance of
Employee's performance of his duties on behalf of the Company and subject
to the recipient of such Proprietary Information agreeing to hold such
information in confidence.
C. The obligations and restrictions set forth in Subsection 7B(iv) above
shall survive expiration or termination of this Agreement, for any reason, and
shall remain in full force and effect as follows:
(i) as to Trade Secrets, for so long as such information remains subject
to protection under applicable law;
(ii) as to Confidential Information, for a period of three (3) years after
expiration or termination of this Agreement for any reason.
D. The obligations set forth in this Section 7 shall not apply or shall
terminate with respect to any particular portion of the Proprietary Information
which:
(i) was in Employee's possession, free of any obligation of confidence,
prior to his receipt from the Company;
(ii) is in the public domain at the time the Company communicates it to
Employee, or becomes available to the public through no breach of this
Agreement by Employee; or
(iii) is received by Employee independently and in good faith from a third
party lawfully in possession thereof and having no obligation to keep such
information confidential.
E. The confidentiality, property, and proprietary rights protections
available in this Agreement are in addition to, and not exclusive of, any and
all other corporate rights, including those provided under copyright, corporate
officer or director fiduciary duties, and trade secret and confidential
information laws.
8. OWNERSHIP. Employee agrees and acknowledges that all works of authorship
and inventions, including but not limited to products, goods, know-how, Trade
Secrets and Confidential Information, and any improvements, modifications,
enhancements, derivative works, and/or revisions to existing products, goods,
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know-how, Trade Secrets and/or Confidential Information, in any form and in
whatever stage of creation or development, arising out of or resulting from, or
in connection with, the services provided by Employee to the Company under this
Agreement (collectively, the "Property"), as they now exist and are currently
used by the Company or otherwise, or as they may exist in the future, are works
made for hire and shall be the sole and exclusive property of the Company.
Employee hereby transfers and assigns to the Company any and all right, title
and interest in the Property, in whatever form, including all worldwide
copyrights, patents, trade secrets, moral rights, and confidential and
proprietary rights therein and agrees to execute such documents as the Company
may reasonably request for the purpose of effectuating the rights of the Company
herein. Notwithstanding the foregoing, the Company agrees that Employee may
write and publish books or other similar publications, on whatever media,
provided (i) Employee does not disclose any Trade Secrets or Confidential
Information of the Company or take any actions which may have an adverse impact
on the Company's ability to protect such information, and (ii) Employee
continues to perform his responsibilities on behalf of the Company. In the event
such responsibilities are not so performed and Employee does not correct such
nonperformance after notice by the Company and thirty (30) days in which to cure
such nonperformance, Employee may be terminated by the Company in a Termination
With Cause. The Company acknowledges that the writing of books and publications
does not currently constitute a business opportunity of the Company as of the
Effective Date.
9. EXCLUSIVE SERVICE AND NON-COMPETITION COVENANT. Employee covenants and
agrees during the Term that Employee shall not, anywhere within the Area, on
behalf of any person, firm, corporation or entity involved or engaged in the
Business of the Company ("Competing Business") (i) serve as an employee,
officer, consultant or independent contractor in any one or more of the
activities set forth at EXHIBIT A ("Duties of Employee") in which Employee is or
has been engaged on behalf of the Company during the Term or during the two (2)
year period prior to the Effective Date, or (ii) serve as a member of the Board
of Directors (or comparable governing body) of any such Competing Business.
10. COVENANT NOT TO HIRE. Employee agrees that Employee will not, for a period
of two (2) years after termination of employment with the Company for any
reason, solicit for employment, attempt to employ or affirmatively assist any
other person or entity in employing or soliciting for employment any person
employed by the Company.
11. NON-SOLICITATION. Employee agrees that during the period of two (2) years
immediately following cessation of Employee's employment with the Company for
any reason, Employee shall not, on Employee's own behalf or on behalf of any
person, firm, partnership, association, corporation or business organization,
entity or enterprise solicit, contact, call upon, communicate with or attempt to
communicate with, any customer or prospect of the Company, or any representative
of any customer or prospect of the Company, with a view to forming a joint
venture or similar relationship, selling or providing any product, equipment, or
service competitive or potentially competitive with any technology, product,
equipment or service sold or provided or under development by the Company during
the period of two (2) years immediately preceding cessation of Employee's
employment with the Company, provided that the restrictions set forth in this
Section 11 shall apply only to customers or prospects of the Company, or
representatives of customers or prospects of the Company with which Employee has
had contact during such two (2) year period.
12. SEVERABILITY. If any provision of this Agreement is held to be invalid or
unenforceable by any court of competent jurisdiction, such holdings shall not
affect the enforceability of any other provision of this Agreement, and all
other provisions shall continue in full force and effect.
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13. ATTORNEYS' FEES. If a dispute between the parties arises in connection
with this Agreement, each party hereunder shall bear its own fees and expenses
incurred in connection with the resolution of the dispute.
14. HEADINGS. The headings of the several paragraphs in this Agreement are
inserted for convenience of reference only and are not intended to affect the
meaning or interpretation of this Agreement.
15. NOTICES. All notices, consents, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given or
delivered if (i) delivered personally; (ii) mailed by certified mail, return
receipt requested, with proper postage prepaid; or (iii) delivered by recognized
courier contracting for same day or next day delivery with signed receipt
acknowledgment to:
(a) To the Company:
Iterated Systems, Inc.
Suite 600 - Seven Piedmont Center
0000 Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000-0000
Attention: Chief Executive Officer
With a copy to:
Xxxx X. Xxxxx, Esq.
Xxxxxx, Xxxxxxx & Xxxxxx, LLP
1600 Atlanta Financial Center
0000 Xxxxxxxxx Xxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
(b) To Employee:
Xxxx X. Xxxxx
0000 Xx. Xxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
With a copy to:
Xxxxxxxxx X. Xxxxxxxxx, Esq.
Xxxxxx & Bird
One Atlantic Center
0000 Xxxx Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000-0000
or at such other address as the parties hereto may have last designated by
notice to the other parties. Any item delivered personally or by recognized
courier contracting for same day or next day delivery shall be deemed delivered
on the date of delivery. Any item mailed shall be deemed to have been delivered
on the date evidenced on the return receipt.
16. GENERAL PROVISIONS. This Agreement shall be governed by and construed
under the laws of the State of Georgia, without giving effect to its conflict of
law principles. The terms of this Agreement shall be binding upon and inure to
the benefit of the Company and its successors and assigns. Neither party may
assign his or its rights and obligations under this Agreement to any other
party.
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17. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the
parties hereto, and except as otherwise provided in this Agreement, supersedes
and cancels all previous and contemporaneous written and oral agreements,
including the Prior Agreement between the Company and Employee and amendments
thereto. No amendment or modification of this Agreement shall be valid or
binding unless in writing and signed by the party to be bound.
IN WITNESS WHEREOF, the parties hereto have affixed their seals and
executed this Agreement effective as of the date first above written.
COMPANY:
ITERATED SYSTEMS, INC.
By: /s/ Xxxx X. Xxxxx
------------------------
Title: Executive Vice President
------------------------
Date: 1/26/98
------------------------
EMPLOYEE:
/s/ Xxxx X. Xxxxx
---------------------------------
XXXX X. XXXXX, individually
Date: 2/4/98
------------------------
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EXHIBIT A
TO EXECUTIVE SEVERANCE AGREEMENT
WITH XXXX X. XXXXX
DUTIES OF EMPLOYEE
The following duties of Employee may be modified or revised by the Board of
Directors in its discretion and upon providing notice to Employee, provided
these duties may not be increased unless otherwise agreed by Employee.
Notwithstanding anything herein to the contrary, Employee is only required to
make himself available to perform these duties up to fourteen (14) hours a week
during the Term as required by the Company.
1. Attend all meetings of the Shareholders and Board of Directors of the
Company, as long as Employee is a Director of the Company.
2. Identify business opportunities for the Company and perform associated
negotiations, as requested by the Board of Directors or the Chief Executive
Officer.
3. Assist in formulating or implementing business plans of the Company, as
requested by the Board of Directors or the Chief Executive Officer.
4. Do and perform all such other acts in an advisory capacity as requested by
the Board of Directors or the Chief Executive Officer.
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EXHIBIT B
TO EXECUTIVE SEVERANCE AGREEMENT
WITH XXXX X. XXXXX
STOCK OPTION GRANT
124,100 non-qualified stock options to be granted by the Company with a grant
date as of the date of this Agreement at the current price on the Oslo Stock
Exchange as of the date of this Agreement, vesting in full one (1) year after
the date of this Agreement and with a term of seven (7) years and subject to
the terms of the Company's 1994 Amended and Restated Stock Option Plan.
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EXHIBIT C
TO EXECUTIVE SEVERANCE AGREEMENT
WITH XXXX X. XXXXX
EXISTING STOCK OPTION GRANTS FOR XXXX X. XXXXX AS OF DECEMBER 31, 1997
. 137,500 options granted on 5/2/94 at $4.83, of which 119,200 are
deemed to be vested and the balance of 18,300 have been forfeited
in all respects forever.
. 16,600 options granted on 5/2/94 at $6.00, of which all are
currently vested.
. 570,200 options granted on 5/2/94 at $4.83, of which all are
currently vested.
. 200,000 options granted on 6/26/96 at $10.00, of which all
200,000 options have been forfeited in all respects forever.
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EXHIBIT D
TO EXECUTIVE SEVERANCE AGREEMENT
WITH XXXX X. XXXXX
INSURANCE, BENEFITS AND REIMBURSEMENTS
1. Employee shall be entitled to participate in and receive benefits
under the Company's group health insurance plans, including medical, dental and
vision coverage (continuing coverage in effect as of the Effective Date). Once
the Term ceases, Employee will be eligible for COBRA continuation benefits, as
may be provided by law.
2. Employee shall be entitled to all holidays recognized by the
Company, and vacation time as reasonably determined by the Board of Directors.
Employee shall be reimbursed by the Company for all necessary and reasonable
expenses incurred on behalf of the Company in accordance with the then current
reimbursement policies of the Company.
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