<PAGE>
 
   f. Section 280G Limitations. Notwithstanding any provisions of this Agreement
      to the contrary, if, in the opinion of the Board of Directors of the
      Company, payments under this Agreement are to be made under conditions
      which may give rise to a liability under (S) 4999 or (S) 280G of the
      Internal Revenue Code, as amended, the aggregate present value of all
      parachute payments payable to or for the benefit of Executive, whether
      payable pursuant to this Agreement or otherwise, shall be limited to three
      (3) times the Executive's base amount, less one dollar ($1) in order that
      the limitations of (S) 280G not be exceeded. For purpose of this Paragraph
      5(e), the terms "parachute payment", "base amount" and "present value"
      shall have the meanings assigned thereto under (S) 280G of the Code. It is
      the intention of this Paragraph to avoid excise taxes on the Executive
      under (S) 4999 of the Code or the disallowance of a deduction to the
      Company pursuant to (S) 280G of the Code.

6. Disability. For purposes hereof, "Total and Permanent Disability" means
   inability to perform the Services required hereunder due to physical or
   mental disability which continues for one hundred eighty (180) consecutive
   days or more, or for an aggregate of one hundred eighty (180) days in any
   period of twelve (12) months. Evidence of such disability shall be certified
   by a physician acceptable to both the Company and the Executive.

7. Reimbursement of Expenses. During the Executive's Term of Employment with the
   Company, the Company shall pay or reimburse the Executive for all reasonable
   travel, entertainment or other reasonable expenses paid or incurred by the
   Executive in performing his obligations hereunder. 

8. Assistance with Litigation. While employed with the Company, while receiving
   any compensation under this Agreement, and for a period of one (1) year after
   the last date for which the Executive shall receive any compensation under
   this Agreement (or the last date for which compensation would have been paid
   absent the payment of a lump sum), the Executive shall furnish such
   information and proper assistance as may be reasonably necessary in
   connection with any litigation in which the Company is, has been or may
   become involved. The Company agrees to reimburse Executive for all expenses
   reasonably incurred in furnishing such assistance. If a breach of the
   provisions of this Paragraph occurs after the Executive has been terminated
   for any reason, the Company shall be entitled to cease payment under the
   terms of this Agreement and pursue any legal remedy available to it. 

9. Source of Payment. All payments provided in this Agreement shall, unless the
   plan or program pursuant to which they are made provides otherwise or unless
   the Company establishes a non-qualified trust, be paid in cash from the
   general funds of the Company. The Executive shall have no right, title or
   interest whatsoever in or to any investment which the Company may make to aid
   the Company in meeting its obligations hereunder. Nothing contained in this
   Agreement, and no action taken pursuant to this provision, shall create or be
   construed to create a trust of any kind or a fiduciary relationship between
   the Company

                                       6