Nautilus 2004 Annual Report Download - page 70

4. 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.
5. Health and Welfare Benefits . Upon satisfaction of eligibility criteria, the Employee shall be eligible to receive employee benefits, if any,
generally provided to its employees by Employer, including, if provided, medical insurance, paid-time off. Such benefits may be amended or
discontinued by Employer at any time.
6. 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. 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 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 writing to Employee, and as such goals may be amended
from time to time; and (ix) Employee’s death or disability (i.e., Employee’s inability to perform the essential job functions of the position with
or without a reasonable accommodation).
(b) Good Reason . Good Reason shall mean a substantial diminution of employees’ job responsibilities, salary or overall benefits by
Employer or a greater than 50 mile change in Employee’s primary place of employment (without the Employee’s consent), whether by
Employer or any successor in interest to Employer. For purposes of this Agreement the primary place of employment is Vancouver, WA. No
event shall constitute “Good Reason” unless the Employee shall have notified the Company in writing of the conduct allegedly constituting
Good
2