Nautilus 2005 Annual Report Download - page 144

4. Stock Options . Pursuant to the Company’s current 2005 Long Term Incentive Plan (the “Plan”), the Company shall recommend that
Employee receive options (“Options”) to purchase 16,000 shares of Employer’s stock. The terms of any option grant shall be governed by the
Plan and a Stock Option Agreement (the “Option Agreement”). Employee acknowledges that any stock options granted do not, and will not,
constitute wages or compensation. Unless otherwise provided in the Plan or required by law, the Board of Directors of Employer shall have
sole discretion regarding the grant of options, price of options, the vesting schedule and all other terms and conditions of the option grant.
5. Expenses . The Company will reimburse Employee for all necessary and reasonable travel, entertainment and other business expenses
incurred by him in the performance of his duties hereunder, upon receipt of signed itemized lists of such expenditures with appropriate back-
up
documentation, and/or in accordance with such other reasonable procedures as the Company may adopt generally from time to time.
6. Health and Welfare Benefits . Employee will remain on the current Dash America benefit plans through December 31, 2005 on the same
basis as he is currently eligible and as those benefits are currently in place. Effective January 1, 2006, the Employee shall be eligible to receive
employee benefits, if any, generally provided to employees at the same level as Employee. Such benefits may be amended or discontinued by
Employer at any time and on the same basis as the Employer does for employees at the same level as Employee.
7. Termination . The parties acknowledge that Employee’s employment with the Company is “at-will” and may be terminated by either party
with or without cause. No one other than the President and Chief Executive Officer of the Company or the Board of Directors has the power to
change the at-will character of the employment relationship, and any such changes must be in a written document signed by the President and
Chief Executive Officer. As discussed below, however, the various possible ways in which Employee’
s employment with the Company may be
terminated will determine the payments that may be due to Employee under this Agreement. As used in this Agreement, the following terms
have the following meanings:
(a) Cause . As used in this Agreement, Cause means (i) Employee’s indictment or conviction in a court of law for any crime or offense
that in Employer’s reasonable judgment makes Employee unfit for continued employment, prevents Employee from performing Employee’s
duties or other obligations or adversely affects the reputation of Employer; (ii) dishonesty by Employee related to his employment;
(iii) violation of a key Employer policy or this Agreement by Employee (including, but not limited to, acts of harassment or discrimination, use
of unlawful drugs or drunkenness on Employer’s premises during normal work hours); (iv) insubordination (i.e. conduct such as refusal to
follow direct orders of the President or other individuals(s) to whom Employee reports; (v) dereliction of duty by Employee (e.g., failure to
perform minimum duties after warning) and reasonable opportunity to correct; (vi) Employee’s competition with Employer, diversion of any
corporate opportunity, violation of the Business Protection Agreement, or other similarly serious conflict of interest or self-dealing incurring to
Employee’s direct or indirect benefit and Employer’s detriment; (vii) intentional or grossly negligent conduct by Employee that is significantly
injurious to Employer or its affiliates; (viii) Employee’s failure to meet the minimum goals of his position if such are provided in
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