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EXHIBIT 10b.(3)
Execution Copy
EMPLOYMENT AGREEMENT
▇▇▇ ▇. ▇▇▇▇▇▇
AGREEMENT dated as of August 1, 1995 by and between CYBERNETICS PRODUCTS,
INC., with a mailing address at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
("Company") and ▇▇▇ ▇. ▇▇▇▇▇▇, with a mailing address at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇ ("Employee").
RECITALS
A. Company is engaged in the business of developing, manufacturing and
distributing precision, high volume drills and routers for electronic circuit
boards (the "Business").
B. Company desires to employ Employee as President and Chief Executive
Officer of the Company and Employee desires to be employed by the Company in
such capacity and, in connection therewith, Employee and Company mutually
desire to enter into this Agreement effective as of the date hereof.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Company and Employee hereby agree
as follows:
1. Term: Company agrees to employ Employee, and Employee agrees to accept
such employment, on the terms and conditions hereinafter provided, through July
31, 1999 (the "Tenn") commencing as of the date hereof (the "Employment Date").
This Agreement may be renewed upon the expiration of the term by mutual consent
of the parties. Either the Company or the Employee may terminate this
Agreement prior to the expiration of the Term upon at least one year's prior
written notice. This Agreement may also terminate prior to the expiration of
the Term due to death, disability or cause as provided under Section 11.
2. Capacity. Employee shall be employed as the President and Chief
Executive Officer of the Company. In such capacity, Employee shall be assigned
only such duties and tasks as are appropriate for a person in the position of
President and Chief Executive Officer. Employee agrees to devote his best
efforts and his full time and attention to the Company's affairs. As President
and Chief Executive Officer, Employee shall be in complete charge of the
operation of the Company, and shall have Ml authority and responsibility,
subject to the general direction, approval, and control of the Company's Board
of Directors, for formulating policies and administering the Company's business
affairs in all respects.
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3. Compensation and Benefits.
(a) Base Compensation. Company shall pay Employee, on the same
payment schedule applicable to the other senior officers of the Company, an
annual base salary at the rate of One Hundred Fifty Thousand Dollars
(US$150,000) per year.
(b) Bonus. Company shall pay Employee bonus compensation as
follows: 10 percent of Net Income Before Taxes of the Company for the fiscal
year ending December 31, 1996; 7 1/2 percent of Net Income Before Taxes of the
Company for the fiscal year ending December 31, 1997; 5 percent of Net Income
Before Taxes of the Company for the fiscal year ending December 31, 1998; and
2 1/2% of Net Income Before Taxes for the fiscal year ending 1999, pro rated for
the 7 month period ending July 31, 1999.
(c) Benefits. Employee shall be entitled to participate in any
executive benefits program approved by the Board of Directors for Company
executives in general. Employee's participation in any benefit program shall
be at the same level of employee/employer contribution as has been set for all
participants in such plans, in accordance with applicable law.
(d) Fringe Benefits. At all times during the Term, Employee shall
be entitled to the fringe benefits set forth on Exhibit A to this Agreement,
together with such other benefits as may from time to time be provided
generally for general managers of Company.
(e) Reimbursement of Expenses. Company shall promptly reimburse
Employee for all reasonable and necessary business expenses incurred by
Employee in the furtherance of, or in connection with, the business of Company,
including, without limitation, travel, board, lodging, telephone and postage,
in accordance with Company policy in effect from time to time. In order to
obtain reimbursement Employee shall submit to Company an itemized statement of
such expenses along with copies of bills and receipts. Further explanations
may be required.
In addition, Company will pay Employee a non-accountable relocation
fee of $50,000 toward Employee's relocation expenses, out-of-pocket costs, and
advances to the Company which he incurred or made on behalf of the Company
prior to the date of this Agreement.
(f) Issuance of Shares. If, on or prior to December 31, 1995, the
Company has reincorporated in a jurisdiction which permits the issuance of
stock for promissory notes, then within 15 business days of said
reincorporation the Company will issue to Employee 1,500,000 shares (the
"Shares") of its common stock at a price of $0.30 per share in exchange for the
promissory note (the "Note") of the Employee secured by a pledge of the Shares
in the principal amount of $450,000 (the "Principal Amount") in substantially
the form attached as Exhibit B to this Agreement. The number of shares and
price per share will be adjusted to reflect any Capital Transaction occurring
after the date of this Agreement but before the issuance of the Shares to the
Employee. "Capital Transaction" shall mean any stock dividend,
recapitalization (including, without limitation, any reverse stock split or any
special dividend or distribution), reclassification, spin-off, partial
liquidation or similar capital
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adjustments (including, without limitation, through merger or consolidation).
The Employee will have the right to vote all Shares issued to him.
The Note will not bear interest except as set forth below. The principal
amount of the Note will be due and payable 20 years after the date of the Note;
provided, however, that if the Employee sells all or a portion of the Shares
then that portion of the Note which relates to the Shares so sold shall become
immediately due and payable.
If the Employee's employment by the Company terminates for any reason and
the Company elects not to exercise its repurchase option as described below,
then any remaining principal amount of the Note will commence to bear interest
at the Applicable Federal Rate.
If the Employee's employment should terminate prior to the expiration of
the Term for any reason, Company will have the right, but not the obligation,
to repurchase, and upon exercise of such right by the Company, ▇▇▇▇▇▇ agrees to
sell, at a price of $0.30 per share, payable in cash or by cancellation of the
appropriate portion of the Note at the option of Company:
80% of the Shares, if termination occurs on or prior to April 30, 1996;
60% of the Shares, if termination occurs after April 30, 1996 but on or
prior to April 30, 1997;
40% of the Shares, if termination occurs after April 30, 1997 but on or
prior to April 30, 1998; and
20% of the Shares, if termination occurs after April 30, 1998 but on or
prior to April 30, 1999.
▇▇▇▇▇▇ agrees not to transfer, assign or pledge voluntarily that portion
of the Shares that are subject to repurchase by the Company as set forth above;
any such attempted transfer, assignment or pledge shall be void.
In the event of any involuntary transfer of shares subject to repurchase
by the Company, by reason of operation of law or any other reason, ▇▇▇▇▇▇
hereby agrees on behalf of himself and his successors and assigns to sell to
the Company the portion of the Shares specified above at the specified price.
In order to exercise such repurchase option, Company must give written
notice (the "Repurchase Notice") to the Employee within 15 business days
following termination of the Employee's employment.
The repurchase price per Share shall be adjusted to reflect any Capital
Transaction occurring after the date oil this Agreement and prior to the date
of the Repurchase Notice.
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On each occasion, if any, following the commencement date of this
Agreement that the Company contemplates a public offering of shares of its
Common Stock to be registered under the Securities Act of 1933, as amended (the
"Securities Act"), the Company shall notify the Employee in writing of its
intention to do so at least 45 days prior to the filing of a registration
statement in respect of the offering. The Employee must give written notice to
the Company, within 30 days of receipt of such notice from the Company, of his
desire to have any of the Shares included in such registration statement and
may, subject to the provisions of this Section, have the Shares included in
such registration statement. The Company shall file any required amendments of
or supplements to any registration statement filed pursuant to this Section and
otherwise use its reasonable efforts to insure that such registration statement
remains in effect under the Securities Act until the earlier of the sale of all
of the Shares included in the registration statement or the expiration of 270
days from the effective date thereof. The Company shall bear all expenses in
connection with the registration and sale of any of the Shares pursuant to this
Section, but the Company shall have no obligation to pay or otherwise bear any
portion of the fees or disbursements of any special counsel which the Employee
may retain in connection with the registration of the Shares, or any portion of
the underwriter's commission, discounts and expenses attributable to the Shares
being offered and sold by the Employee, or any taxes payable upon sale of the
Shares. The Company shall have the right to designate the managing underwriter
in respect of a public offering pursuant to this Section.
In connection with any offering under this Section involving an
underwriting, the Company shall not be required to include any of the Shares in
such underwriting unless the Employee accepts the terms of the underwriting as
agreed upon between the Company and the underwriters selected by it, and then
the Shares shall be included therein only in such quantity as will not, in the
opinion of the managing underwriter, jeopardize the success of the offering by
the Company. If in the opinion of the managing underwriter the registration of
all, or part of, the Shares which the Employee has requested to be included
would materially and adversely affect such public offering, then the Company
shall be required to include in the underwriting only that number of Shares, if
any, which the managing underwriter believes may be sold without causing such
adverse effect
All certificates representing Shares acquired hereunder by the Employee
(unless registered under the Securities Act of 1933 (the "Act")) shall bear the
following legend:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended, or any
securities regulatory authority of any state, and may not be
sold, transferred, exchanged, pledged, encumbered or otherwise
disposed of except in compliance with all applicable securities
laws."
The Employee represents and warrants that: (a) the Employee understands
that (i) the offer and sale of Shares in accordance with this Agreement have
not been registered under the Act, and it is the intention of the parties
hereto that the offer and sale of the securities be exempt from registration
under the Act and the rules promulgated thereunder by the Securities and
Exchange Commission; and (ii) the
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Shares being acquired hereunder cannot be sold, transferred, assigned,
exchanged, pledged, encumbered or otherwise disposed of unless they are
registered under the Act or an exemption from registration is available; (b) the
Employee is acquiring the Shares being acquired hereunder for investment for the
Employee's own account and not with a view to the distribution thereof; (c) the
Employee has, or the Employee together with his advisers, if any, have such
knowledge and experience in financial and business matters that the Employee is,
or the Employee together with the Employee's advisers, if any, are, and will be
capable of evaluating the merits and risks relating to the Employee's purchase
of Shares under this Agreement; (d) the Employee has been given the opportunity
to obtain information and documents relating to the Company and to ask questions
of and receive answers from representatives of the Company concerning the
Company and the Employee's investment in the Shares; (e) the Employee's decision
to invest in the Company has been based upon independent investigations made by
the Employee and his advisers, if any; (f) the Employee is able to bear the
economic risk of a total loss of the Employee's investment in the Company; and
(g) the Employee has adequate means of providing for the Employee's current
needs and foreseeable personal contingencies and has no need for the Employee's
investment in the Shares to be liquid.
If the Company has not reincorporated in a jurisdiction which permits
the issuance of stock for promissory notes on or prior to December 31, 1995,
and if the 1995 Executive Stock Option Plan shall have been adopted in
accordance with applicable federal and state law and regulation by December 3
1, 1995, then in lieu of issuing the shares to Employee as aforesaid, the
Company shall, within 15 business days after the adoption of the 1995 Executive
Stock Option Plan, grant to Employee stock options with respect to 1.5 million
shares of common stock of the Company, $0.01 par value, at an option exercise
price equal to the fair market value at the time of such grant, which options
shall vest immediately and shall expire if unexercised at midnight on the date
which is ten years after the date of issue. The number of shares with respect
to which options shall be granted, or the option exercise price, or both shall
be adjusted as necessary to reflect any Capital Transaction occurring after the
date of this Agreement but prior to the grant of the stock options.
If the Company has not reincorporated and the 1995 Executive Stock
Option Plan has not been approved by December 31, 1995, then the Company and
the Employee agree to negotiate in good faith some other form of compensation
of equivalent value to be delivered by the Company to Employee.
(g) Stock Options Subject to adoption of the 1995 Executive Stock
Option Plan in conformity with applicable federal and state law and
regulations, Company will, within 15 business days after the adoption of the
1995 Executive Stock Option Plan, grant to Employee stock options with respect
to 290,000 shares of common stock of the Company, $0.01 par value, at an option
exercise price of $0.30 per share (or such higher exercise price as may be
required under the 1995 Executive Stock Option Plan), for a term ending at
midnight on the date which is ten years after the date of issuance. The number
of shares with respect to which options are granted, or the option exercise
price, or both shall be adjusted as necessary to reflect any Capital
Transaction occurring after the date of this Agreement but prior to the grant
of the stock options. Stock options with respect to 58,000 shares shall vest
immediately and the balance shall vest in four equal annual increments on the
first, second, third and fourth anniversaries of the date of the original stock
option grant under this Agreement; provided
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that in the event of the dissolution or liquidation of the Company, or upon any
consolidation or merger involving the Company, or upon the sale or transfer of
all or substantially all of the assets of the Company, or upon the exchange by
the stockholders of the Company of 80% or more of the shares of the Company for
securities of any other entity, all stock options granted to Employee hereunder
shall vest immediately.
4. Non-Competition. Except as otherwise provided in this Section
4, at all times during the Term and for a period of one year thereafter,
Employee shall not:
(a) be employed by or otherwise associated with, as a
partner, stockholder, director, officer, joint venturer, agent, consultant,
lender or in any other capacity whatever (otherwise than as a holder of (x)
less than five percent of any class of securities publicly traded or (y)
securities in the Company or any of its subsidiaries) any person or entity
(whether or not engaged in business for profit) which competes with the
Business conducted by Company or its subsidiaries during the period of his
employment hereunder anywhere in the world;
(b) induce or attempt to induce any customer, dealer or
distributor of the Company to reduce such customer's, dealer's or distributor's
business with the Company; or
(c) solicit any of Company's employees or consultants to
leave the employ of Company or hire or caused to be hired any person who was
during or for six months after the termination of Employee's employment by
Company an employee or consultant of Company.
5. Disclosure of Inventions. Employee will make full and prompt
disclosure to Company of all inventions, improvements, modifications,
discoveries, creations, methods, processes and developments which are within
the scope of Company's actual or reasonably anticipated business and which are
made or conceived by Employee alone or with others during the term of his
employment and during the six month period following the termination of his
employment, whether or not such developments are patentable or protected as
confidential information, whether or not such developments are in process or
reduced to practice, whether or not such developments are made or conceived
during normal working hours or on or off the premises of Company (all of which
are hereinafter collectively termed "Developments"), and whether or not such
Developments are assignable to Company under the provisions of Section 6 below.
6. Assignment of Inventions. Employee agrees to assign and
hereby assigns to Company all title, interests and rights, including, without
limitation, intellectual property rights, in and to any and all Developments
within the scope of the Company's actual or reasonably anticipated business,
and agrees to assign to Company any and all patents and patent applications
arising from such Developments, and agrees to execute and deliver such
assignments, patents and patent applications and other documents (including,
without limitation, powers of attorney) as Company may direct, and agrees to
cooperate fully with Company both during and after the term of his employment,
to enable Company to secure and maintain rights in said Developments in an),
and all countries. In the event that any of such
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Developments are by operation of applicable state law excluded from this
assignment, Employee agrees that Company shall have a non-exclusive, fully paid
license to use for all purposes any such Developments not assigned to Company
under this Section 6. Employee understands and agrees that Company shall
determine, in its sole and absolute discretion, whether an application for
patent, for copyright, or for any other intellectual property right shall be
filed on any Development which is assigned to Company under this Agreement, and
whether such an application shall be prosecuted or abandoned prior to issuance
or registration.
7. Copyright. Employee acknowledges that all works of authorship
that fall within the scope of his employment are owned by Company and are works
made for hire. Accordingly, Employee agrees to assign and hereby assigns to
Company any and all copyrights in all material prepared by him during the Term
related to the Business.
8. Confidentiality. During the course of his employment with
Company, Employee may have access to, learn of, or participate in the
development of Company's confidential information or confidential information
entrusted to Company by other persons, corporations, or firms. Company's
confidential information includes matters not generally known outside of
Company, such as know-how, trade secrets, experimentation, research and
developments relating to existing and future products and services marketed or
used by Company (whether or not such products or services are actually realized
or pursued by Company), and also any information which gives Company a
competitive advantage including, without limitation, data relating to the
general business operations of Company (e.g., sales, costs, profits,
organizations, customer lists, pricing methods, etc.). Employee agrees to hold
such information as strictly confidential and not disclose any such
confidential information to any person, corporation, or firm (other than
Company). Employee further agrees not to make use of such confidential
information except on Company's behalf whether or not such information is
produced by his own efforts. These restrictions shall apply to all such
information whether written, oral, magnetic, optical or in some other form.
Employee understands and agrees that his confidentiality obligations under this
Section 8 shall continue both during his employment and after termination of
his employment until such confidential information becomes generally available
to the public through legitimate means. It is understood and agreed that
specific information which Employee may receive, observe, perceive, create,
develop, or learn while an employee of Company shall not be deemed to be
generally available to the public merely because such specific information is
embraced by more general information which is generally available to the
public.
9. Return of Information. Upon termination of his employment or
at any time upon the request of Company, Employee agrees to deliver to Company
all records, drawings, notebooks, documents, computer disks and tapes and other
data in any and all forms (without retaining copies) which pertain to Company's
confidential information (whether prepared by Employee or others) or
Developments, and also to return to Company any equipment, tools, computers or
other devices owned by Company and in his possession. Employee agrees that the
above documents, data and devices are the exclusive property of Company and
shall not be copied or removed from Company premises except in the pursuit of
the business of Company.
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10. No Conflicts. Employee hereby represents that he has no
present obligation to assign to any former employer, or any other person,
corporation or firm (other than the Company), any Developments covered by
Section 6. Employee is not subject to any agreement, restriction, right or
interest in anyone limiting in any way the scope of this Agreement or his
employment by Company or in any way inconsistent herewith. Employee will not
disclose to Company, or induce Company to use, any confidential information of
other persons, corporations, or firms including his present or former employers
(if any).
11. Termination of Employment. Notwithstanding the provisions of
Section 1, Employee's employment hereunder shall terminate under the following
circumstances:
(a) Death or Disability. Employee's employment hereunder
shall terminate upon his death or disability (as hereinafter defined). For
purposes of this Agreement only, Employee shall be deemed disabled if in the
opinion of the Board of Directors, determined in good faith, Employee is unable
to substantially perform services hereunder due to illness, injury, accident or
condition of either a physical or psychological nature for greater than six
months.
(b) Termination by Company for Cause. Company may
terminate Employee's employment for "cause" (as hereinafter defined) after ten
business days' prior written notice to Employee setting forth in reasonable
detail the nature of such cause if during such period Employee shall not have
cured the basis therefor. Employee shall have the right to appear, with legal
counsel, before the Board of Directors of Company during such ten day period,
to rebut the charges. For the purposes hereof, "cause" shall be determined by
the Board of Directors of Company acting in good faith and shall include (but
not be limited to):
(i) the conviction of Employee by a court of competent
jurisdiction of any felony or misdemeanor involving
dishonesty, breach of trust or misappropriation or the
entering of a plea by Employee of nolo contendere
thereto;
(ii) the commission by Employee of an act of fraud
upon, or breaching his duty of loyalty to, Company or
any of its subsidiaries;
(iii) a conviction for willful violation of any law, rule or
regulation governing the operation of Company or any
of its subsidiaries which is punishable by
imprisonment for six months or more; or
(iv) a breach by Employee of this Agreement, which
breach continues for more than seven business days
after written notice given to Employee by Company,
such notice to set forth in reasonable detail the
nature of such breach.
(c) Expiration. The employment of Employee shall
terminate upon the expiration of the Term hereof.
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(d) Involuntary Termination Without Cause. Employee shall
be deemed to have been involuntarily terminated without cause if one of the
following events occur:
(i) There occurs a substantial reduction by Company in the
Employee's responsibilities, authorities, powers and
duties from the responsibilities, authorities, powers
and duties exercised by Employee just prior to such
reduction but excluding such reduction for reasons
arising out of gross misconduct or failure to perform
any substantial responsibility or duty in a manner
consistent with the discharge of such duty or
responsibility;
(ii) The Company requires the Employee to be based
principally at any office or location other than a
location which is within a 50 mile radius of the
Company's current principal office, unless the
Employee consents to be based principally at another
office or location;
(iii) The Company's failure to (x) maintain the Employee's
eligibility for participation in existing benefit
plans then being made available by Company to other
employees of Company having substantially similar
levels of responsibility as the Employee or (y)
provide to the Employee substantially the same
benefits or other perquisites then being provided or
paid to other employees of Company having
substantially similar levels of responsibility as the
Employee; or
(iv) There occurs a breach of this Agreement by the Company
which continues for more than seven business days
after written notice given to Company by the Employee,
setting forth in reasonable detail the nature of such
breach.
12. Payments Upon Termination of Employment
(a) Payments Upon Termination by Company for Cause. If at
any time during the Tenn, Company shall terminate Employee for cause, Employee
shall be entitled to receive from Company only such minimum base annual salary
as is accrued and unpaid through the date of such termination.
(b) Payments Upon Other Terminations. If at any time
during the Tenn the Employee ceases to be employed by the Company for any reason
other than a termination by the Company for cause, the Employee shall be
entitled to receive the minimum base annual salary as accrued and unpaid through
the date of termination plus any bonus payable pursuant to Section 3(b) hereof
pro rated for the portion of the fiscal year prior to termination.
13. Notices. Any notices, requests, demands and other
communications provided for by this Agreement shall be sufficient if in writing
and delivered in person or sent by registered or certified mail, postage paid,
to Employee at the address shown in the preamble to this Agreement, or, in the
case of Company, to the attention of its Chairman of the Board. All such
communications shall be deemed
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given upon receipt. Any party may by notice in writing to the other parties
change the address to which notices to it or him are to be addressed hereunder.
14. Miscellaneous.
(a) Indemnification. During the period of his employment
hereunder, Company agrees to indemnify the Employee in his capacity as an
officer and Director of Company and, to the extent applicable, each subsidiary
of Company, all to the maximum extent permitted under the applicable general
corporation law.
(b) LegaL Fees. Company shall pay to Employee all reasonable
legal fees, costs and expenses incurred by him in contesting or disputing any
termination of this Agreement or in seeking to obtain or enforce any right or
benefit provided by this Agreement, provided that the final resolution of such
matter principally is in the Employee's favor.
(c) Entire Agreement. This Agreement constitutes the entire
Agreement between the parties and may not be changed except by a writing duly
executed and delivered by the parties hereto.
(d) Survival. Except as otherwise provided in this Agreement, the
obligations of Company and Employee contained in Sections 4, 5, 6, 7, 8, 9,
14(a) and 14(b) shall survive the termination of this Agreement.
(e) Governing Law. This Agreement is governed by and shall be
construed in accordance with the laws of the State of New York.
(f) Enforcement. In view of the substantial harm which will
result from the breach by Employee of any of the covenants contained in
Sections 4, 5, 6, 7, 8 and 9, the parties agree that such covenants shall be
enforced to the fullest extent permitted by law. Accordingly, if, in any
judicial proceeding, a court shall determine that such covenants are
unenforceable because they cover too extensive a geographic area or survive for
too long a period of time, or for any other reason, then the parties intend
that such covenants shall be deemed to cover such maximum geographic area and
maximum period of time and shall otherwise be deemed to be limited in such
manner as will permit enforceability by such court. If any term or provision
of this Agreement or the application thereof to any circumstance shall, to any
extent, be invalid or unenforceable, the remainder of this Agreement or the
application to other persons and circumstances shall not be affected thereby
and each term and provision hereof shall be enforced to the fullest extent
permitted by law.
(g) Remedies. Employee agrees that his breach of any of the
provisions of Sections 4, 5, 6, 7, 8 and 9 above will cause irreparable damage
to Company and that the recovery by Company of money damages will not alone
constitute an adequate remedy for such breach. Accordingly, Employee agrees
that such provisions may be specifically enforced against him, in addition to
any other rights or remedies available to Company on account of any such
breach, and Employee hereby waives the
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defense in any equitable proceeding that there an adequate remedy at law for
any such breach and agrees that injunctive or other equitable relief will not
constitute any hardship upon Employee.
(h) Assignment. Employee acknowledges that his services are
unique and personal. Accordingly, Employee may not assign his rights or
delegate his duties or obligations under this Agreement. The Company's rights
and obligations shall inure to the benefit of and shall be binding upon the
Company's successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
a sealed document as of the date first above written.
ATTEST: CYBERNETICS PRODUCTS, INC.
[SIG] By: [SIG]
----------------------------------- --------------------------------
Its:
WITNESS:
[SIG] /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------- ----------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇
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Exhibit A to Employment Agreement
Between Cybernetics Products, Inc., and ▇▇▇ ▇. ▇▇▇▇▇▇
Dated as of August 1, 1995
1. Vacation. Employee shall be entitled to three weeks' paid
vacation in each calendar year during the Term of the Agreement. Unused
vacation time shall not be accrued from year to year. Employee shall also be
entitled to all paid holidays recognized by Company.
2. Insurance and Other Benefit Plans. Employee shall be entitled
to participate in Company's hospitalization, medical, group-term life and
other similar insurance plans generally available to Company's employees from
time to time in accordance with the terms of such plans.
3. [**Long Term Disability. Employee shall receive, at no cost
to Employee, long-term disability insurance which shall become effective within
6 months of any disability and shall insure Employee for no less than
two-thirds of his annual base salary under the Agreement].
4. Car Allowance. During the Tenn of the Agreement Employee
shall be entitled to the use of a Company car or a leased car with a value of
approximately $30,000.
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