FORM OF EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement"), effective as of February
___, 2006, is by and between CAPITAL PARTNERS FOR HEALTH & FITNESS, INC., a
North Carolina corporation ("Company"), and RANDALL ROHM, an individual residing
in North Carolina ("Executive").
WHEREAS, Company has entered into an agreement of merger ("Merger
Agreement") with Health Partnership Inc. ("HPI") and two Executive and one
additional shareholder of Company as parties, whereby HPI is paying substantial
sums of cash and amounts of its securities to Executive, and is requiring as a
condition precedent to the closing of the Merger Agreement that Executive agree
to become an executive of Company, subject to the terms and conditions set forth
below and Executive is desirous of entering into this Agreement.
IN CONSIDERATION of the mutual covenants and agreements contained herein,
as well as for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:
1. Employment. Company hereby employs Executive, and Executive accepts
such employment, in accordance with the terms and conditions hereinafter set
forth.
2. Duties.
(a) Executive shall be employed as Chief Operating Officer of
Company, and Executive shall perform and discharge well and faithfully the
duties which may be assigned to him from time to time by the Board of
Directors of Company (the "Company Board") and the Chief Executive Officer
of Company in connection with the conduct of Company's businesses,
including subsidiaries of Company presently existing or acquired by
Company or HPI after the date hereof (the "Business"). Executive will
report directly to the Chief Executive Officer of Company, and the
Executive will also work collaboratively with such other officers of
Company or its subsidiaries as shall be designated by the Chief Executive
Officer from time to time.
(b) Initially, Executive's primary assignment and duty shall be to
provide full time management of the nine (9) (soon to be ten (10)) health
clubs owned by Company, from a location in the greater Raleigh-Durham,
North Carolina metropolitan area.
(c) Subject to Executive's primary assignment and duties described
in Section 2(b) above, Executive shall also generally provide advice,
consultation and management assistance to all of the subsidiaries of
Company, in regard to the operation of their business and expansion
organically plus inorganically through acquisition and in regard to such
other duties and responsibilities as may from time to time be requested by
the Chief Executive Officer of Company. Executive acknowledges and agrees
that such duties and responsibilities will require some travel outside the
Raleigh-Durham, North Carolina, metropolitan area.
3. Extent of Services. Executive shall devote his entire time and best
efforts to the Business and shall not, during the term of this Agreement, be
engaged (whether or not during normal business hours) in any other business or
professional activity; provided, however, that the provisions of this Section 3
shall not be construed as preventing Executive from engaging in a reasonable
level of charitable activities nor investing his personal assets in businesses
which do not compete with Company or the Business, in such form or manner as
will not require any services on the part of Executive in the operation or the
affairs of the companies in which such investments are made and in which his
participation is solely that of a passive investor.
4. Compensation.
(a) For all services rendered by Executive under this Agreement,
Company shall pay Executive for the period from and after the date of this
Agreement through and including the third anniversary of this Agreement, an
annual base salary in an amount equal to Two Hundred Thousand U.S. Dollars (U.S.
$200,000) per annum. Such annual base salary shall be subject to periodic review
by the Chief Executive Officer of Company and the Compensation Committee of the
Company Board (or if no such Committee, then by the Board itself), with the
first such review scheduled for the end of November, 2006. Any raises or bonuses
or such options or warrants paid to Executive during the term of his employment
shall be solely within the discretion of the Company Board. Executive shall be
paid in accordance with the customary payroll practices of Company, subject to
such deductions and withholdings as may be required by law or agreed to by
Executive. During the term of his employment, Executive shall be generally
entitled to participate in benefit plans or programs which are generally made
available to Vice Presidents of Company or of Company's subsidiaries, subject to
all of the rules, regulations, terms and conditions applicable thereto. A
general summary of such benefit plans or programs as currently in effect is
attached hereto as Exhibit A. Company shall have the right at any time to put
into place arrangements pursuant to which some or all of Executive's
compensation and/or benefits set forth above shall be provided to Executive by
or through HPI or by or through other subsidiaries of HPI (rather than directly
by Company), and Executive shall fully cooperate with such arrangements and
shall promptly sign such documents and take all such other actions as shall be
deemed necessary by the legal counsel for Company in order to facilitate such
arrangements.
(b) Notwithstanding the foregoing, Executive shall be entitled to a
mandatory bonus of Fifty Thousand U.S. Dollars ($50,000) after each calendar
year during the term of this Agreement that the Company's earnings before
interest, taxes, depreciation and amortization, in each case, computed in
accordance with GAAP ("EBITDA") and as calculated in accordance with the terms
of the Merger Agreement, equals or exceeds the sum set forth in Section
9.1(a)(ii) of the Merger Agreement. Such bonus, if any, shall be paid to
Executive promptly following the calculation of the Company's EBITDA for such
year; provided, however, that Executive must remain an employee of the Company
through the end of the year in question to be eligible to receive any bonus.
5. Term. This Agreement shall commence on the date first set forth above
and shall continue until the third anniversary of the date first set forth
above, unless earlier terminated in accordance with Section 6 of this Agreement.
6. Termination of Employment.
(a) Death or Disability of Executive. The employment of Executive
under this Agreement shall terminate upon his death or, at the option of
Company, if Executive shall be prevented from fully performing his duties
hereunder as a result of his disability or illness for a continuous period
of one hundred eighty (180) days, and Executive shall only be entitled to
be paid vacation pay and base salary earned or accrued through the date of
termination, and no severance payment shall be due or payable to Executive
in such event. Any payments of disability insurance to Executive with
respect to any policy maintained by Company or any of its subsidiaries
prior to termination of his employment shall be credited dollar-for-dollar
against base compensation payable to Executive for the corresponding
period.
(b) By Relocation. In the event that Executive's duties require
relocation to a location outside the Raleigh-Durham, North Carolina,
metropolitan area, Executive declines to accept such transfer to such
other geographic location and an alternative position that is mutually
acceptable to Company and Executive cannot be arranged within the
Raleigh-Durham, North Carolina, metropolitan area, then Executive shall be
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deemed terminated without cause effective ninety (90) days after the
notice to Executive of the request for relocation, and Executive shall
only be entitled to be paid vacation pay and base salary earned or accrued
through the date of termination, and no severance payment shall be due or
payable to Executive in such event, provided that this shall not affect
Executive's right to receive any compensation or consideration under any
other Agreement with Company.
(c) Termination "For Cause." Company shall have the right to
terminate the employment of Executive under this Agreement "For Cause," as
such term is defined below, at any time without further liability or
obligations to Executive, excepting only that Executive shall be entitled
to be paid vacation pay and base salary earned or accrued through the date
of termination, and no severance payment shall be due or payable to
Executive in such event. For purposes of this Agreement, "For Cause" shall
refer to any of the following events as determined in the judgment of the
Company Board:
(i) Executive's repeated neglect of or negligence in the
performance of his duties;
(ii) Executive's failure or refusal to follow instructions
given to him by the Company Board or the Chief Executive Officer or
Chairman of Company;
(iii) Executive's repeated violation of any provision of
Company's or HPI's Bylaws or of Company's or HPI's other stated
policies, standards, or regulations, including but not limited to
policies with respect to trading in HPI's securities;
(iv) Executive's being investigated by a government authority,
indicted, convicted or plea bargaining in regard to any criminal
offense, other than minor traffic violations, based on Executive's
conduct occurring during the term of this Agreement;
(v) Executive's violation or breach of any material term,
covenant or condition contained in this Agreement or any other
agreement between Executive and any of Company, HPI or any of its
subsidiaries; or
(vi) failure of Executive to perform his assignments and
duties hereunder at a level that is deemed to be acceptable by
either Company's or HPI's Chief Executive Officer, which failure
continues for more than thirty (30) days following receipt of
written notice from Company's or HPI's Chief Executive Officer.
(d) Accrued Salary. In the event that Company or Executive
terminates this Agreement for any reason whatsoever, Executive shall be
paid (less all applicable deductions) all earned and accrued base
compensation due to Executive for services rendered up to the date of
termination.
(e) Severance Payment. Except in the case of termination pursuant to
Section 6(a) (death or disability of Executive), Section 6(b)
(relocation), or Section 6(c) (For Cause), in the event that Company
terminates this Agreement Executive shall be paid an amount equal to all
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amounts of his annual base compensation, less all applicable deductions,
that would have become due and owing to Executive through the third
anniversary of the date first set forth above, as if Executive's
employment with Company had not been terminated prior thereto, which
payments shall be made in regular installments comparable to what would
have been paid to Executive from time to time, had Executive continued to
be employed through the third anniversary of this Agreement.
7. Non-Competition and Non-Solicitation.
(a) Executive acknowledges that the services to be performed by him
under this Agreement are of a special, unique, unusual, extraordinary and
intellectual character, and the provisions of this Section 7 are
reasonable and necessary to protect the Business.
(b) In consideration of the foregoing acknowledgments by Executive,
and in consideration of the compensation and benefits to be paid or
provided to Executive by Company, Executive covenants that he will not,
during the term of this Agreement and for a period of one (1) year
thereafter, directly or indirectly:
(i) except in the course of his employment hereunder, engage
or invest in, own, manage, operate, finance, control, or participate
in the ownership, management, operation, financing, or control of,
be employed by, associated with, or in any manner connected with,
any business whose products or services compete in whole or in part
with the products or services of Company or HPI; provided, however,
that Executive may purchase or otherwise acquire up to (but not more
than) one percent (1%) of any class of securities of any enterprise
(but without otherwise participating in the activities of such
enterprise) if such securities are listed on any national or
regional securities exchange or have been registered under Section
12(g) of the Securities Exchange Act of 1934;
(ii) whether for Executive's own account or for the account of
any other person, solicit business of the same or similar type of
business then being carried on by Company, from any person or entity
known by Executive to be a customer of Company or HPI, whether or
not Executive had personal contact with such person or entity during
and by reason of Executive's employment with Company;
(iii) whether for Executive's own account or the account of
any other person (A) solicit, employ or otherwise engage as an
Executive, independent contractor or otherwise, any person who is or
was an employee of Company or HPI at any time during the term of
this Agreement or in any manner induce or attempt to induce any
employee of Company or HPI to terminate his employment with Company
or HPI, or (B) interfere with Company's or HPI's relationship with
any person or entity, including any person or entity who at any time
during the term of this Agreement was an employee, contractor,
supplier or customer of Company or HPI; or
(iv) at any time during or after the term of this Agreement,
disparage Company or HPI, or any of their respective shareholders,
directors, executives, officers, employees or agents.
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(c) If any covenant of this Section 7 is held to be unreasonable,
arbitrary or against public policy, such covenant will be considered to be
divisible with respect to scope, time and geographic area, and such lesser
scope, time or geographic area, or all of them, as a court of competent
jurisdiction may determine to be reasonable, not arbitrary and not against
public policy, will be effective, binding and enforceable against
Executive.
(d) Executive acknowledges and agrees that should Executive transfer
between or among Company and HPI or any of its affiliated companies
including, without limitation, any parent, subsidiary or other corporately
related entity (a "Company Affiliate") wherever situated, or otherwise
become employed by any Company Affiliate, or should he be promoted or
reassigned to functions other than the duties set forth in this Agreement,
or should Executive's compensation and benefit package change (either
higher or lower), the terms of this Section 7 shall continue to apply with
full force.
(e) In the event Executive is terminated other than For Cause,
Executive may, in his sole discretion, elect to waive any severance
payment which may otherwise be due and owing to Executive pursuant to
Section 6(e) above in exchange for Company's agreement that the
restrictions of Section 7(b)(i) shall be deemed null and void and
unenforceable against Executive and Company shall not attempt to enforce
the same.
(f) Executive agrees and acknowledges that Company does not have an
adequate remedy at law for the breach or threatened breach by Executive of
this Section 7 and agrees that Company may, in addition to the other
remedies which may be available to it under this Agreement, file suit in
equity to enjoin Executive from such breach or threatened breach.
(g) All references in Section 7(b) hereof to Company shall be deemed
to include any subsidiary or other Affiliate of Company or HPI.
8. Certain Representations. Executive acknowledges that as a publicly
traded company functioning under the recently enacted Sarbanes-Oxley Act,
Company and its subsidiaries are subject to close scrutiny regarding their
activities, internal financial controls, and public comments and disclosures. To
appropriately protect HPI and its subsidiaries including Company, Executive
expressly acknowledges and agrees as follows:
(a) Executive's employment by Company shall be full-time employment.
Except as expressly provided herein, during the period of such employment by
Company, Executive shall not have, provide or perform any work, advice,
assistance, consultation, analysis, input, participation, or interest whatsoever
(including but not limited to any financial interest, direct or indirect, legal
or beneficial) in or for the benefit of any corporation, partnership, joint
venture, limited liability company, sole proprietorship, or any other entity
whatsoever, whether for-profit or non-profit and regardless of whether or not
such entity competes against the Business, excepting volunteer activities for
local churches or schools and passive real estate investments or investments in
publicly traded stocks provided that such volunteer activities and investments
do not interfere with the performance of Executive's work for Company. In the
event that Company determines in its sole discretion that any of such activities
are interfering with the performance of Executive's duties for Company, it will
provide Executive with written notice of the same, and Executive shall have ten
(10) days either to cure such interference to the satisfaction of Company or to
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cease the interfering activities. Executive understands and agrees that any
activities other than those expressly set forth above must be pre-approved in
writing by the Chief Executive Officer and the Chairman of Company, and that any
revenues and profit derived from such activities shall belong solely to Company.
Executive agrees to provide Company any and all requested information in order
for Company to audit and determine the net income of Executive's activities
identified herein.
(b) During and following any termination of Executive's employment
by Company for any reason and under any circumstances whatsoever:
(i) Executive shall refrain from making any public or private
disclosures regarding Company, HPI or their respective directors,
officers, executives, employees or shareholders, except disclosures
of such information as may have been publicly disclosed by HPI,
Company or their respective subsidiaries including Company from time
to time in press releases or in filings with the U.S. Securities and
Exchange Commission, and except as may be required by applicable law
or court order; and
(ii) Executive shall refrain from making public or private
disparaging remarks regarding the Business, Company, HPI or their
respective directors, officers, executives, employees or
shareholders, or Company's or HPI's common stock, provided, however,
that this agreement shall not be deemed to be violated by isolated
verbal remarks in a social setting which are not repeated after they
are objected to by either the Chief Executive Officer or the
Chairman of Company.
(c) Executive further represents, warrants and covenants as follows:
(i) that Executive is not subject to any contract, non-compete
agreement, decree or injunction which prohibits or restricts his
performance of the duties set forth herein with Company, the
continued operation of the Business or the expansion thereof to
other geographical areas, customers and suppliers or lines of
business; and
(ii) that no claims or lawsuits are pending at the time of
this Agreement against Executive or any corporation or other entity
wherein he was or is an officer or Executive, except as detailed as
an exhibit to the Merger Agreement.
(d) If during the period of his employment by Company, Executive
violates this Section 8 or any of the representations, warranties and
covenants made by Executive in this Section 8 prove to be false, then
following discovery of the violation or falsehood, Executive shall
immediately pay and turn over to Company any and all software, software
programs, other work product, copyrights, domain names, contract rights,
accounts receivable, cash, stock, options, warrants, membership interests,
other interests, salary, bonuses, royalties, commissions, fees and any and
all other assets, consideration and compensation of any nature whatsoever
which has been obtained by Executive or any of his immediate family
members or affiliates (directly or indirectly, legally or beneficially) in
regard to such violation, and in addition Company and HPI shall have the
unilateral right to cancel any or all stock options or warrants issued to
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Executive after the date of this Agreement ("Future Equity Instruments")
and outstanding as of the date of discovery by Company of such violation
or falsehood, all as liquidated and punitive damages in regard to such
violation or falsehood.
(e) Executive acknowledges and agrees that in the event that there
is a dispute regarding Executive's employment with Company brought by any
former employer, Company will request that its legal counsel represent
Executive, and will further advance funds for any legal fees and costs
associated with such representation (collectively, the "Legal Defense Fees
and Costs Paid by Company") so long as:
(i) Executive has not violated any of the representations and
obligations set forth in this letter, including those set forth in
this Agreement;
(ii) Company's legal counsel concludes (with Executive's
assent) that he can represent both Company and Executive personally
without violating any ethical obligations that such counsel may
have; and
(iii) Executive remains employed by Company.
Executive specifically acknowledges that should any of these conditions
not be met, Executive will be obligated to retain separate legal counsel
and that any legal fees and costs associated with such counsel shall be
solely his responsibility. Executive also acknowledges and agrees that
pursuant to Section 4 above any Legal Defense Fees and Costs Paid by
Company in connection with such a dispute may, in Company's sole
discretion, be set-off against any raise or bonus that Executive otherwise
is or may be eligible to receive from Company.
9. Nondisclosure of Proprietary Information. Executive shall not, either
during or after his employment with Company, disclose to anyone outside Company
nor use other than for the purpose of the Business, any Proprietary Information
or any information received in confidence by Company or any Company Affiliate
from any third party. For purposes of this Agreement, "Proprietary Information"
is information and data, whether in oral, written, graphic, or machine-readable
form relating to Company's or any Company Affiliate's past, present and future
businesses, including, but not limited to, computer programs, routines, source
code, object code, data, information, documentation, know-how, technology,
designs, procedures, formulas, discoveries, inventions, trade secrets,
improvements, concepts, ideas, product plans, development plans, research and
development, acquisition plans, pricing policies, personnel information,
financial information, customer lists and marketing programs and including,
without limitation, all documents marked as confidential or proprietary and/or
containing such information, which Company or any Company Affiliate has acquired
or developed and which has not been made publicly available by Company or any
Company Affiliate.
10. Return of Documents. Upon the termination of Executive's employment
with Company or upon the earlier request of Company, Executive shall return to
Company all materials belonging to Company, including all materials containing
or relating to any Proprietary Information in any written or tangible form that
Executive may have in his possession or control.
11. Ownership of Work Product. Executive hereby assigns to Company his
entire right, title and interest in all "Developments." "Developments" shall
mean any idea, invention, design of a useful article (whether the design is
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ornamental or otherwise), computer program including source code and object code
and related documentation, and any other work of authorship, or audio/visual
work, written, made or conceived solely or jointly by Executive during
Executive's employment with Company, whether or not patentable, subject to
copyright or susceptible to other forms of protection that relate to the actual
or anticipated businesses or research or development of Company, or are
suggested by or result from any task assigned to Executive or work performed by
Executive for or on behalf of Company. Executive acknowledges that the
copyrights in Developments created by him in the scope of his employment belong
to Company by operation of the law, or may belong to a customer of Company
pursuant to a contract between Company and such customer. In connection with any
of the Developments assigned above, Executive agrees to promptly disclose them
to Company, and Executive agrees, on the request of Company, to promptly execute
separate written assignments to Company and to do all things reasonably
necessary to enable Company to secure patents, register copyrights or obtain any
other forms of protection for Developments in the United States and in other
countries. In the event Company is unable, after reasonable effort, to secure
Executive's signature on any letters patent, copyright or other analogous
protection relating to a Development, whether because of Executive's physical or
mental incapacity or for any other reason whatsoever, Executive irrevocably
designates and appoints Company and its duly authorized officers and agents as
his agents and attorneys-in-fact to act for and in his behalf and stead to
execute and file any such application or applications and to do all other
lawfully permitted acts to further the prosecution and issuance of letters
patent, copyright or other analogous protection thereon, with the same legal
force and effect as if executed by Executive. Company, its subsidiaries,
licensees, successors and assigns (direct or indirect), are not required to
designate Executive as the inventor or author of any Development, when such
Development is distributed publicly or otherwise. Executive waives and releases,
to the extent permitted by law, all of his rights to such designation and any
rights concerning future modifications of such Developments.
12. Possession of Other Materials. Executive represents that he has not
brought and will not bring with him to Company, or use in the performance of
Executive's responsibilities for Company, any materials or documents of a former
employer which are not generally available to the public or which did not belong
to Executive or Company, unless Executive has obtained written authorization
from the former employer or other owner for their possession and use and
provided Company with a copy thereof
13. Indemnification. Executive agrees to indemnify, defend and hold
harmless Company and each Company Affiliate and each of the directors, officers,
executives, employees and shareholders of Company and each Company Affiliate
from and against all liabilities, obligations, losses, expenses, costs
(including attorneys fees), claims, deficiencies and damages incurred or
suffered by Company and each Company Affiliate and each of their respective
directors, officers, executives and shareholders, resulting from:
(a) Executive's breach of the terms of this Agreement, including but
not limited to any breach of Executive's representations, warranties and
covenants;
(b) Executive's breach of any agreement with a third party
restricting competition, intellectual property, confidential information
or disclosure;
(c) Executive's grossly negligent acts; or
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(d) Executive's improper willful acts, without any limitations or
qualifications whatsoever, and as an express inducement to Company to
enter into this Agreement Executive waives any and all arguments, grounds,
facts, circumstances, reasons, basis, and defenses whatsoever, whether
based in law or in equity, regarding the full force and effect and legally
binding nature of this agreement of Executive to indemnify and hold
harmless Company and each of their respective directors, officers,
executives, employees and shareholders, as aforesaid.
This indemnification provision shall survive any termination of Executive's
employment relationship with Company. In addition to all other remedies
available, Company shall have the unilateral right to cancel any or all of the
Future Equity Instruments, if Executive defaults on such indemnification
obligations.
14. Assignment. This Agreement may not be assigned by Executive under any
circumstances. This Agreement may be assigned by Company, or to any successor of
Company in connection with a merger, consolidation, or sale of all or
substantially all of the assets of Company, so long as such assignee assumes all
of Company's obligations hereunder.
15. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and sent by registered or certified
mail, return receipt requested, or if in writing and delivered in person to the
intended recipient or if in writing and delivered by bonded overnight courier,
to the following address:
To Executive: At the address set forth on the signature page hereof.
To Company: Capital Partners for Health & Fitness, Inc.
Attention: Chief Executive Officer
5 Revere Drive - Suite 510
Northbrook, IL 60062
or to such other address as either Executive or Company may give to the other
from time to time by written notice in the manner set forth above.
16. Waiver of Breach. Any waiver by Company or Executive of a breach of
any provision of this Agreement by the other party shall not operate or be
construed as a waiver of any subsequent breach by the other party.
17. Choice of Law, Jury Waiver. This Agreement shall be deemed to have
been made in the State of Illinois, and shall take effect as an instrument under
seal within Illinois. Both parties further acknowledge that the last act
necessary to render this Agreement enforceable is its execution by Company in
Illinois, and that the Agreement thereafter shall be maintained in Illinois. The
validity, interpretation and performance of this Agreement, and any and all
other matters relating to Executive's employment and separation of employment
from Company shall be governed by, and construed in accordance with the internal
law of Illinois, without giving effect to conflict of law principles. Both
parties agree that any action, demand, claim or counterclaim (jointly "Action")
relating to (i) Executive's employment and separation of his employment, and
(ii) the terms and provisions of this Agreement or to its breach, shall be
commenced in Illinois in a court of competent jurisdiction. Both parties further
acknowledge that venue shall exclusively lie in Illinois and that material
witnesses and documents would be located in Illinois. Both parties further agree
that any Action shall be tried by a Judge alone, and both parties hereby waive
and forever renounce the right to a trial before a civil jury.
18. Entire Agreement. This Agreement contains the entire agreement of the
parties regarding the subject matter hereof and supersedes all prior or
contemporary agreements or understandings, whether written or oral with respect
thereto. This Agreement may be changed only by an agreement in writing signed by
the party against whom enforcement of any waiver, change, modification,
extension or discharge is sought. Failure to insist upon strict compliance with
any provision of this Agreement shall not be deemed a waiver of such provision
or of any other provision in the Agreement.
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19. Counterparts. This Agreement may be executed in one or more
counterparts, whether by original, photocopy, facsimile or e-mail in PDF format,
each of which shall be deemed an original and all of which, when taken together,
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
EMPLOYEE: COMPANY:
CAPITAL PARTNERS FOR HEALTH
& FITNESS, INC
- -------------------------------------
RANDALL ROHM
By:
----------------------------------
Address: Gerard M. Jacobs
------------------------------ Chief Executive Officer
Chief Executive Officer
------------------------------
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EXHIBIT A
SUMMARY OF COMPANY'S
VICE PRESIDENTS' BENEFITS AS OF FEBRUARY, 2006
1. Medical insurance where a PPO or HMO plan is offered.((1)) 2. Dental and
vision insurance, if plan is obtained.(1)
3. Fifteen (15) vacation days per year.
4. Ten (10) paid holidays per year.
5. Company paid supplemental policies including Accident, Personal Recovery,
Disability and Cancer insurance, if supplemental policies are obtained.(1)
6. Company paid executive life insurance plan with a death benefit tied to
annual salary or multiple thereof, if plan is obtained.(1)
- ------------
((1)) Current Capital Partners plans in this area, if any, will be maintained
until Company elects to move to different coverage.
A-1