Employee will be entitled to participate in each employee benefit plan and program of the Company to the extent that Employee meets the eligibility requirements for such employee benefit plan or program. Employee shall pay any contributions which are generally required of employees to receive any such benefits. The Company provides no assurance as to the adoption or such plan or program shall be subject to the provisions, rules and regulations applicable thereto. If there is any waiting period for participation by Employee or her covered dependents in any of the health, dental or vision benefit plans, the Company will pay the excess of Employee's health, dental and/or vision premiums incurred during such waiting period over the amount he otherwise would pay under Company plans. To the extent the Company makes directors' and officers' liability insurance available to the directors, it will also make it available to Employee on the same terms as other directors. Company warrants and represents that is has in place general liability insurance in an amount of$1,000,000 and that insurance covers Employee actions pursuant to or in connection with her duties as an Officer and Director under this Agreement, subject to the terms and conditions of said policy. The Company hereby agrees to maintain such insurance during the time period this Agreement is in effect, and to immediately notify Employee of any lapse or modification of such coverage. The Company agrees to indemnify and hold harmless Employee from any claim made by any third party against the Employee based on whole or in part upon any action by Employee which occurs pursuant to or .in connection with this Agreement or in the relationship or relationships contemplated by this Agreement, except to the extent caused by Employee's negligence, wi llful misconduct or material breach of this Agreement. Employee shall receive four (4) weeks paid vacation annually; provided, however, that vacations not taken during any calendar year shall not be carried over to a subsequent year. Upon the Date of Termination, Employee shall be paid at a rate per day equal to Employee's Base Salary then in effect divided by 260 for all current and previously accumulated vacation days not taken during the calendar year in which the Date of Termination occurs, with such payment to be made within thirty (30) days following the Date of Termination. Such amount shall be deemed a payment obligation accruing through the Date of Termination for purposes of Section 5.