Representations and Warranties as to Obligations to Other Employers/Entities

Term and Renewal Provisions

Title, Responsibilities and Duties

1. 1. Employing Entity
   2. Scope of Duties
   3. Board Involvement
   4. Reporting and Organizational Relationships
   5. Limitations on Outside Activities
      a. Board Memberships – Profit and Non-Profit
      b. Commercial Endeavors
   6. Charitable Endeavors
   7. Performance Standards and Criteria for Evaluation

Employment Compensation

1. Base Salary
2. Bonuses
   a. Types
   • Signing
   • Annual Incentive
   • Long-Term Incentive
   • Stay Incentive
   b. Criteria
   • Company Performance
   • Individual Performance
3. Equity Plans and Awards
   a. Grants of Stock
   b. Stock Options
   • Incentive Stock Options
   • Non-Qualified Stock Options
   c. Restricted Shares
4. Deferred Compensation Plans
5. Senior Executive Retirement Plans
6.  Benefits
   a. Health
   b. Life and Disability Insurance
   c. Vacation
   d. Financial, Tax and Estate Planning
   e. Retirement Enhancements and Lateral Credits
   f. Automobile
   g. Relocation Assistance
7. Business Expenses
   a. Entertainment
   b. Club Membership and Dues
   c. Donations
   d. Home Office
   e. Cell Phone, Blackberry, Laptop
   f. Travel Expenses

Grounds for Termination of Employment

1. Death
2. Disability
3. For Cause by Employer
4. For Good Reason by Executive
5. Expiration of Term

Transition and Termination Provisions

1. Transitional Employment
2. Severance
3. Transition Expenses
   a. Relocation Costs
   b. Networking Expenses
   c. Transition Services
   d. Financial, Tax and Estate Planning Services
   e. Legal Costs
4. Continued Benefits
5. Continued or Accelerated Vesting
6. Offsets, Mitigation and Forfeitures
7. Release of Claims
8. Internal and External Announcements
9. Non-Disparagement Agreements

Change of Control Provisions

1. Single or Double Trigger
2. 280G Gross-up
3. Dispute Resolution

Tax Gross-ups – 409A and Others

Payments in Event of Death

Withholding and Tax Liability

Restrictive Covenants

1. Non-Competition
2. Non-Solicitation
3. Non-Raiding of Employees
4. Confidential Information and Company Property
   a. Nondisclosure of Confidential Information
   b. Obligations to Report Unauthorized Use of Confidential Information
   c. Return of Confidential Information and Company Property

Intellectual Property

1. Patents, Trademarks, Inventions and Discoveries
2. Copyrights
3. Ownership of Improvements

Confidentiality of Terms

1. General
2. Media Specific

General Provisions

1. Remedies and Enforcement
2. Ongoing Cooperation
   a. General
   b. Litigation
3. Choice of Law and Venue
4. Indemnification
5. Dispute Resolution
   a. Arbitration
   b. Mediation
6. Severability, Waivers and Amendments
7. Successors and Assigns
8. Integration Clause
9. Notices

APPENDIX A – CHECKLIST FOR THE EXP ATRIA TE EXECUTIVE

Immigration and Visas for Self and Family

Housing

1. House Hunting Trips for Self and Spouse
2. Assistance in Sale/Rental of Current House
3. Assistance in Purchase/Rental of New House
4. Temporary Housing
5. Employer-Provided Housing

Moving and/or Replacing Household Goods

1. Packing, Moving and Unpacking
2. Storage of Items Not Moved
3. Replacement of Electrical Appliances

Family Educational Needs

1. Tuition Assistance
2. Language Instruction

Local Transportation for Self and Family

1. Automobile Rental Allowance
2. Automobile Purchase Assistance
3. Car and Driver

Family Home-Leave

1.  Trips Per Year
2. Emergency and Bereavement Trips
3. Fully or Partially Paid

Family Repatriation

1. Fully or Partially Paid
2. Circumstances
   a. All Circumstances
   b. Terminations Without Cause or For Good Reason
   c. Inability to Obtain or Retain Work Visa
   d. Death or Disability of Executive
   e. Family Emergency

Security Services