Private Media Group (PRVT)

2. Compensation.

2.1. Base Salary. In consideration of the services rendered to the Company (and/or its Affiliates) by Employee, during the Term Employee shall receive an annual salary (“Base Salary”), payable bi-weekly or semi-monthly in accordance with the Private Group’s standard payroll practices, as follows:

2.2. Benefits. During the Term, Employee shall be entitled to participate in employee benefit plans (such as health, dental, vision, pension, retirement and similar plans) and receive fringe benefits that are substantially similar to those provided to other key executives of the Private Group and as are generally now or hereafter available to employees and/or other senior executives of the Private Group in accordance with their then existing terms and conditions. Additionally, during the Term, the Company shall reimburse Employee for all reasonable expenses incurred in connection with Employee’s use of an automobile, not to exceed $1,500 per month, including lease payments, insurance, gasoline, maintenance and parking and otherwise subject to the presentation of appropriate documentation.

2.3. Vacation. During the Term, Employee shall be entitled to a total of 20 vacation days or paid time off per year, exclusive of holidays observed by the Private Group, in accordance with the vacation policies of the Private Group in effect for their U.S. employees from time to time, which shall be scheduled in a reasonable manner by Employee. Vacation days which are not used during any calendar year may be accrued or paid in accordance with Company policy.

2.4. Expenses. During the Term, Employee will be entitled to reimbursement of all reasonable expenses incurred in the ordinary course of business on behalf of the Company, including its Affiliates, subject to the presentation of appropriate documentation and approved in accordance with the then existing terms and conditions of the Private Group’s policies.

2.5. Withholding. The Company may withhold from compensation payable to Employee all applicable federal, state and local withholding taxes.

2.6. Employee Stock Options and Grants. During the Term of this Agreement if Berth Milton shall receive a grant of stock options from Private, Employee shall be entitled to receive at such time a grant of a “Proportionate Amount” amount of stock options with the same exercise price and exercise period, and with vesting provisions as determined by Private’s Option Committee, not to exceed three years from the date of grant. For purposes of this Agreement “Proportionate Amount” means, at the time of grant, the amount based upon the ratio of the percentage ownership of Private Common Stock owned directly or indirectly by Berth Milton in proportion to the percentage ownership of Private Common Stock owned by Employee. Stock options granted to Employee under this Section 2.6 shall provide for the full and immediate vesting thereof if (i) the Company shall terminate Employee’s employment, unless terminated for Cause or by reason of Employee’s Death or Disability, or (ii) or Employee shall terminate his employment with the Company for Good Reason.