**Exhibit10.02**

 

**EMPLOYMENTAGREEMENT**

 

This EMPLOYMENTAGREEMENT (the “Agreement”), dated as of April 3, 2002, is entered intobetween American Spectrum Realty, Inc., a Maryland corporation (the “Company”),

and Paul E. Perkins (“Executive”).

 

**Recitals**

 

A.            The Company is a corporationintended to be qualified and to operate as a real estate investment trust underthe Internal Revenue Code of 1986, as amended.

 

B.            The Company wishes to employExecutive and Executive wishes to be employed by the Company, on the terms andconditions set forth below.

 

THEREFORE, theparties agree as follows:

 

1.             **Employment Duties**.During the Term (as defined in paragraph 2 below), the Company will initiallyemploy Executive as its Senior Vice President except as set forth on Schedule Ato this Agreement, Executive will devote substantially all of his business timeand attention to the performance of his duties under this Agreement. Executiveshall have the duties, rights and responsibilities normally associated with hisposition with the Company, together with such other reasonable duties relatingto the operation of the business of the Company and its affiliates as may beassigned to him from time to time by the President or Chief Executive Officerof the Company or by the Board of Directors. If the Company shall so request, Executive shall act as an officerand/or director of any of the subsidiaries of the Company as they may now existor may be established by the Company in the future without any compensationother than that provided for in paragraph 3.

 

2.             **Term**. The term ofExecutive’s employment under this Agreement (the “Term”) will begin onthe date of this Agreement and will continue, subject to the terminationprovisions set forth in paragraph 5 below, until the first anniversary of thedate hereof, provided that this Agreement will automatically renew each yearfor an additional one year period unless either party gives written notice tothe other not to extend the Term not less than 90 days prior to the then nextupcoming expiration date.

 

3.             **Salaryand Bonus**.

 

a.             Salary.  During each year of the Term, Executive willreceive a salary at the annual rate of $125,000.00 (the “Base Salary”).

 

b.             Bonus. In addition to theBase Salary, the Executive shall be entitled to an annual incentive bonuspayable within 120 days after the end of each year ended December 31 in anamount which shall be determined in the sole discretion of the Board ofDirectors taking into account such factors concerning the performance of theExecutive as shall be determined by the Board of Directors.  The amount of the incentive bonus shall bedetermined in the sole discretion of the Board 

 

----

 

of Directors and Executive shall not be entitled to any incentive bonusunless and until such incentive bonus is approved by the Board of Directors.

 

4.             **Fringe Benefits**. Inaddition to the other compensation payable pursuant to this Agreement, duringthe Term:

 

a.             Standard Benefits. Executivewill be entitled to receive such fringe benefits and perquisites, including medicaland life insurance, as are generally made available from time to time to seniormanagement employees and Executives of the Company and to participate in anypension, profit–sharing, stock option or similar plan or programestablished from time to time by the Company for the benefit of its seniormanagement employees.

 

b.             Vacation and Sick Leave.Executive will be entitled to such periods of paid vacation (not less thanthree (3) weeks per year) and sick leave allowance each year.

 

c.             Business Expenses. TheCompany will pay or reimburse Executive for all business–related expensesincurred by Executive in the course of his performance of duties under thisAgreement, subject to the procedures established by the Company from time totime with respect to incurrence, substantiation, reasonableness and approval,including without limitation dues, meeting expenses and travel costs forprofessional organizations.

 

d.             Stock Options. Executiveshall be entitled to participate in employee stock plans from time to timeestablished for the benefit of employees of the Company in accordance with theterms and conditions of such plans. Simultaneously with the closing of theconsolidation of the Company, Executive shall receive pursuant to and subjectto the Company’s 2000 Incentive Plan (the “Plan”), a stock option grant for15,000 shares of restricted stock. The options shall be exercisable as follows:(i) 50% on the closing of the consolidation pursuant to the Company’sRegistration Statement on Form S–4 at an option exercise price of $15.00per share and (ii) 50% on the six-month anniversary of such Closing at anoption exercise price equal to the price that the stock is trading  on the date of grant or if there is noestablished market, at the fair market value of the stock as determined by theBoard of Directors in its sole discretion. Executive has previously received a grant of 10,000 shares of restrictedstock pursuant to the Plan which shares shall be subject to repurchase by theCompany on termination of Executive’s employment for a price of $.01 per share,which repurchase option shall lapse in four nearly equal installments on eachof the first, second, third and fourth anniversary of the date of grant.Notwithstanding the foregoing, stock options granted to Executive shall becomefully exercisable and repurchase restrictions on stock grants shall lapse infull upon (i) a Change of Control of the Company (as defined herein) or(ii) Executive’s termination of employment by Executive with Good Reason or bythe Company without Cause, and Executive shall have one (1) year from suchtermination, or remaining term of the option, if earlier, to exercise suchoptions.

 

Notwithstanding the foregoing, in the event thisEmployment Agreement is terminated by the Company without Cause, then (i) theobligation of the Company to grant stock options to the Employee for subsequentyears shall also terminate except that the stock options to be granted for thenext succeeding year shall be granted as of and as a condition to the terminationand (ii) the Company’s right to repurchase the restricted stock issued pursuantto the Plan shall not lapse except as to the lapse of the right that would haveoccurred in the year subsequent to the 

 

2

----

 

termination.

 

 

5.             **Termination of Employment**.

 

a.             Death and Disability.Executive’s employment under this Agreement will terminate immediately upon hisdeath and upon 30 days’ prior written notice given by the Company in the eventExecutive is determined to be “permanently disabled” (as defined below).

 

b.             For Cause. The Company mayterminate Executive’s employment under this Agreement for “Cause” (as definedbelow) upon providing Executive written notice of termination, which noticewill describe in detail the basis of such termination and will become effectiveimmediately after Executive’s receipt thereof unless Executive (i) cures to thesatisfaction of the Board of Directors the alleged violation or othercircumstance which was the basis of such termination within such notice periodor (ii) sends, within thirty (30) days, written notice to the Board disputingin good faith the existence of Cause and requesting arbitration of such disputepursuant to paragraph 9 below. During the pendency of the arbitration,Executive will continue to receive all compensation and benefits to which he isentitled hereunder but shall have no duties or authority in connection with anyactivities of the Company.  If theCompany is not successful in obtaining a determination by the arbitrators thatthere was Cause for termination, the Company will pay Executive’s reasonableexpenses, including, without limitation, reasonable attorneys’ fees anddisbursements, in connection with such dispute resolution and Executive may electto terminate his employment and shall receive the payments and benefits setforth in paragraph 6(b) as if his employment were terminated without Cause.

 

c.             For Good Reason. Executivemay terminate his employment under this Agreement for “Good Reason” (as definedbelow) upon providing the Company 30 days’ prior written notice of termination,which notice will detail the basis of such termination and will becomeeffective on the 30th day after the Company’s receipt thereof, unless theCompany cures the alleged violation or other circumstance which was the basisof such termination within such 30 day notice period; provided that anytermination pursuant to (d)(iii)(C) of the definition of Good Reason shall bemade by notice given not more than 120 days after the effective date of theChange of Control (as defined below).

 

d.             Definitions. For purposes ofthis Agreement:

 

(i)Executive will be deemed “permanently disabled” if he becomes unable todischarge his normal duties as contemplated under this Agreement for more thansix consecutive months as a result of incapacity due to mental or physicalillness as determined by a physician acceptable to Executive and the Companyand paid by the Company, whose determination will be final and binding. IfExecutive and the Company are unable to agree on a physician, Executive and theCompany will each choose one physician who will mutually choose the thirdphysician, whose determination will be final and binding.

 

(ii)           “Cause” means either (A) a breach byExecutive of any material provisions of this Agreement, but only if, afternotice provided in subparagraph (b) above, 

 

3

----

 

Executive fails tocure such breach; (B) action by Executive constituting willful misconduct orgross negligence in connection with performing his duties as set forth by theBoard of Directors or as established by law based on Executive’s position withthe Company; (C) an act of fraud, misappropriation of funds or embezzlement byExecutive in connection with his employment hereunder; or (D) Executive isconvicted of, confesses or pleads guilty to any felony.

 

(iii)          “Good Reason” means theoccurrence of any of the following, without the prior written consent ofExecutive: (A) a breach by the Company of any of its material obligations underthis Agreement, but only if after expiration of the 30 day notice periodprovided in subparagraph (c) above, the Company fails to cure such breach or(B) a Change of Control. as herein defined, or (C) the withdrawal withoutExecutive’s consent of any substantive part of Executive’s responsibilities,duties or authority as previously discharge or (D) the harassment of Executiveintended, designed or which would have the foreseeable effect of causingExecutive to resign or abandon Executive’s employment with Company.

 

(iv)          “Change of Control” means theoccurrence of:

 

(a)           An acquisition (other than directlyfrom the Company) of any voting securities of the Company (the “VotingSecurities”) by any “Person” (as the term person is used for purposes ofSection 13(d) or 14(d) of the Exchange Act) immediately after which such Personhas “Beneficial Ownership” (within the meaning of Rule 13d–3 promulgatedunder the Exchange Act) of fifty percent (50%) or more of the combined voting powerof the Company’s then outstanding Voting Securities; provided, however, indetermining whether a Change in Control has occurred, Voting Securities whichare acquired in a “Non–Control Acquisition” (as hereinafter defined)shall not constitute an acquisition which would cause a Change in Control. A“Non–Control Acquisition” shall mean an acquisition by (a) an employeebenefit plan (or a trust forming a part thereof) maintained by (i) the Companyor (ii) any corporation or other Person of which a majority of its voting poweror its voting equity securities or equity interest is owned, directly orindirectly, by the Company (for purposes of this definition, a “Subsidiary”),(b) the Company or its Subsidiaries, (iii) any corporation or other Person themajority of its voting power or its voting equity securities is owned, directlyor indirectly, by William J. Carden or John Galardi or (iv) any Person inconnection with a “Non-Control Transaction” (as hereinafter defined); or

 

(b)           The individuals who, as of the dateof this Agreement , are members of the Board (the “Incumbent Board”), cease forany reason to constitute at least two–thirds of the members of the Board;provided, however, that if the election, or nomination for election by theCompany’s common stockholders, of any new director was approved by a vote of atleast two–thirds of the Incumbent Board, such new director shall, forpurposes of this Plan, be considered as a member of the Incumbent Board;provided further, however, that no individual shall be considered a member ofthe Incumbent Board if such individual initially assumed office as a result ofeither an actual or threatened “Election Contest” (as described in Rule 14a–11 promulgated under the Exchange Act) or other actual or threatened solicitationof 

 

4

----

 

proxies orconsents by or on behalf of a Person other than the Board (a “Proxy Contest”)including by reason of any agreement intended to avoid or settle any ElectionContest or Proxy Contest; or

 

(c)           Approval by stockholders of theCompany of:

 

(i)            A merger, consolidation orreorganization involving the Company, unless such merger, consolidation orreorganization is a “Non-Control Transaction”. A “Non–Control Transaction” shall mean a merger, consolidation orreorganization of the Company where:

 

(A)          the stockholders of the Company,immediately before such merger, consolidation or reorganization, would own,directly or indirectly immediately following such merger, consolidation orreorganization, at least fifty percent (50 %) of the combined voting power ofthe outstanding voting securities of the corporation resulting from such mergeror consolidation or reorganization (the “Surviving Corporation”) insubstantially the same proportion as their ownership of the Voting Securitiesimmediately before such merger, consolidation or reorganization,

 

(B)           the individuals who were members ofthe Incumbent Board immediately prior to the execution of the agreementproviding for such merger, consolidation or reorganization, constitute at leasttwo–thirds of the members of the board of directors of the SurvivingCorporation, or a corporation beneficially directly or indirectly owning amajority of the Voting Securities of the Surviving Corporation, and

 

(C)           no Person other than (i) the Company,(ii) any Subsidiary, (iii) any employee benefit plan (or any trust forming apart thereof) maintained by the Company, the Surviving Corporation, or anySubsidiary, or (iv) any Person who, immediately prior to such merger,consolidation or reorganization had Beneficial Ownership of thirty percent(30%) or more of the then outstanding Voting Securities, has BeneficialOwnership of thirty percent (30 %) or more of the combined voting power of theSurviving Corporation’s then outstanding voting securities.

 

(ii)           A complete liquidation or dissolutionof the Company; or

 

(iii)          The sale or other disposition of allor substantially all of the assets of the Company to any Person (other than atransfer to a Subsidiary).

 

5

----

 

Notwithstandingthe foregoing, a Change in Control shall not be deemed to occur solely becauseany Person (the “Subject Person”) acquired Beneficial Ownership of more thanthe permitted amount of the then outstanding Voting Securities as a result ofthe acquisition of Voting Securities by the Company which, by reducing thenumber of Voting Securities outstanding, increases the proportional number ofshares Beneficially Owned by the Subject Persons, provided that if a Change inControl would occur (but for the operation of this sentence) as a result of theacquisition of Voting Securities by the Company, and after such shareacquisition by the Company, the Subject Person becomes the Beneficial Owner ofany additional Voting Securities which increases the percentage of the thenoutstanding Voting Securities Beneficially Owned by the Subject Person, then aChange in Control shall occur.  In noevent shall stock option ownership be considered in calculating Change of Control.

 

6.             **Benefits upon Termination**.

 

a.             Termination with Cause orResignation. Upon termination of Executive’s employment by the Company forCause or a voluntary resignation by Executive (other than for Good Reasonpursuant to paragraph 5(c) above) during the Term, the Company will remainobligated to pay Executive only the unpaid portion of his Base Salary andbenefits to the extent accrued through the effective date of termination. Anyamount due under this subparagraph will be payable within 30 days after thedate of termination. In addition to whatever other rights or remedies theCompany may have at law or in equity, all stock options held by Executive,whether vested or unvested as of the date of termination, shall immediatelyexpire on the date of termination and all unvested stock–based grantsshall immediately expire.

 

b.             Termination without Cause or forGood Reason. The Company shall also have the right to terminate Executive’semployment without Cause. Upon termination of Executive’s employment (x) by theCompany without Cause or (y) by Executive for Good Reason, Executive will beentitled to the benefits provided below, subject to signing by Executive of ageneral release of claims in a form reasonably satisfactory to theCompany and Executive.

 

(i)            the Company will pay as severancepay to Executive, in equal monthly installments over a twelve–monthperiod, an amount (the “Severance Amount”) equal to one times Executive’s BaseSalary and bonus for the immediately preceding calendar year or current year ifthe termination is in the first calendar year of employment (which shall beannualized if the applicable calendar year is less than a full year);

 

(ii)           subject to Executive making a validelection to continue medical coverage under the Company’s group health plan,the Company will pay Executive’s COBRA premium for the longer of (x) 12 monthsfollowing Executive’s termination of employment or (y) the end of the COBRAcontinuation period.

 

c.             Termination Upon Death orPermanent Disability. Upon termination of Executive’s employment uponExecutive’s death or permanent disability, Executive or Executive’s estate willbe entitled to the benefits provided below, subject to signing by Executive orExecutive’s estate of a general release of claims in a form reasonablysatisfactory to the Company and Executive:

 

6

----

 

(i)            the Company will pay as severancepay to Executive or Executive’s estate, in equal monthly, installments over atwelve–month period, an amount equal to the Executive’s Base Salary Bonus(for the immediately preceding calendar year) as in effect on the date oftermination of employment; and

 

(ii)           subject to Executive making a validelection to continue medical coverage under the Company’s group health plan,the Company will pay Executive’s COBRA premium for the longer of (x) 12 monthsfollowing Executive’s termination of employment or (y) the end of the COBRAcontinuation period.

 

d.             No Mitigation. Executivewill not be required to mitigate the amount of any

payment provided for inthis paragraph 6 by seeking other employment or otherwise.

 

e.             Expiration of this Agreement.In the event the Term of this Agreement expires without having otherwise beenpreviously terminated pursuant to paragraph 5 above or by the Company withoutCause, Executive will not be entitled to any severance compensation whatsoever.

 

7.             **No Solicitation; Confidentiality,Competition; Cooperation**.

 

a.             During the Restricted Period(defined below), neither Executive nor any Executive–Controlled Person(defined below) will, without the prior written consent of the Board, directlyor indirectly solicit for employment, employ in any capacity or make anunsolicited recommendation to any other person that it employ or solicit foremployment any person who is or was, at any time during the Restricted Period,an officer, executive or employee of the Company or of any of its affiliates.As used in this Agreement, the term “Executive-Controlled Person” shallmean any company, partnership, firm or other entity as to which Executivepossesses, directly or indirectly, the power to direct or cause the directionof the management and policies of such entity, whether through the ownership ofvoting securities, by contract or otherwise.

 

b.             Executive acknowledges that,through his status as Senior Vice President of the Company, he has, and willhave, possession of important, confidential information and knowledge as to thebusiness of the Company and its affiliates, including, but not limited to,knowledge of marketing and operating strategies, financial results andprojections, future plans, the provisions of other important contracts enteredinto by the Company and its affiliates. Executive agrees that all such knowledge and information constitutes a vitalpart of the business of the Company and its affiliates and is by its naturetrade secrets and confidential information proprietary to the Company and itsaffiliates (collectively, “Confidential Information”). Executive agreesthat he shall notfor a period of 12 months after employment divulge,communicate, furnish or make accessible (whether orally or in writing or inbooks, articles or any other medium) to any individual, firm, partnership orcorporation, any knowledge or information with respect to ConfidentialInformation directly useful in any aspect of the business of the Company or anyof its affiliates. The obligations of confidentiality set forth herein shallnot apply to any Confidential Information which is:

 

(i)            possessed by Executive prior toreceipt from the Company, other than through prior disclosure by the Company,as evidenced by Executive’s written records;

 

7

----

 

(ii)           published or available to the generalpublic otherwise than through a breach of this Agreement or other obligation ofconfidentiality by Executive;

 

(iii)          obtained by Executive from a thirdparty with a valid right to disclose such Confidential Information, providedthat such third party is not under a confidentiality obligation to the Company;

 

(iv)          independently developed by employeesof Executive who had no knowledge of the Company’s Confidential Information asevidenced by Executive’s written records; or

 

(v)           required to be disclosed pursuant tolaw, regulation, or court order provided, however, that Executive gives theCompany prompt, written notice prior to disclosure in order to allow that partyto take whatever action it deems necessary to protect its ConfidentialInformation.

 

c.             All memoranda, notes, notebooks,lists, records and other documents or papers (and all copies thereof), madeavailable to him relating to the Company are and shall be the Company’sproperty and shall be delivered to the Company promptly upon the termination ofExecutive’s employment with the Company or at any other time on request andsuch information shall be held confidential by Executive after the terminationof his employment with the Company.

 

d.             Following Executive’s terminationof employment, Executive will cooperate with the Company, its executives,counsel and other professional advisors (i) to the extent reasonably possiblewith respect to the consummation of matters that were in progress at the timeof Executive’s termination of employment and (ii) with respect to anylitigation or regulatory matters arising out of or related to the business,operations, or personnel of the Company (including participation indepositions, hearings and trials, as and if deemed necessary or appropriate bythe Company, execution of appropriate affidavits and participation ininterviews with Company counsel).  TheCompany shall compensate Executive on a reasonable basis for any servicesprovided by Executive pursuant to this paragraph 7(f).

 

e.             The provisions contained in thisparagraph 7 as to the time periods, scope of activities, persons or entitiesaffected, and territories restricted shall be deemed divisible so that, if anyprovision contained in this paragraph 7 is determined to be invalid orunenforceable, such provisions shall be deemed modified so as to be valid andenforceable to the full extent lawfully permitted.

 

f.              Executive agrees that theprovisions of this paragraph 7 are reasonable and necessary for the protectionof the Company.

 

8.             **Indemnification**. Tothe full extent permitted by applicable law, Executive shall be indemnified andheld harmless by the Company against any and all judgments, penalties, fines,amounts paid in settlement, and other reasonable expenses (including, withoutlimitation, reasonable attorneys’ fees and disbursements) actually incurred byExecutive in connection with any threatened, pending or completed action, suitor proceeding (whether civil, criminal, administrative, investigative or other)for any action or omission in his capacity as a director, officer or employeeof 

 

8

----

 

the Company or any of its subsidiaries or affiliates, but the Executiveshall not be indemnified for his own gross negligence, willful misconduct orfraud.  Indemnification under thisparagraph 8 shall be in addition to, and not in substitution of, any otherindemnification by the Company of its officers and directors.

 

9.             **Arbitration**. The parties hereto willendeavor to resolve in good faith any controversy, disagreement or claimarising between them, whether as to the interpretation, performance oroperation of this Agreement or any rights or obligations hereunder.  If they are unable to do so, any suchcontroversy, disagreement or claim will be submitted to binding arbitration,for final resolution without appeal, by either party giving written notice tothe other of the existence of a dispute which it desires to have arbitrated.The arbitration will be conducted in California by a single neutralarbitrator and will be held in accordance with the rules of the AmericanArbitration Association.  The decisionand award of the arbitrators must be in writing and will be final and bindingupon the parties hereto. Judgment upon the award may be entered in any court havingjurisdiction thereof, or application may be made to such court for a judicialacceptance of the award and an order of enforcement, as the case may be. Theexpenses of arbitration will be borne in accordance with the determination ofthe arbitrator with respect thereto. Pending a decision by the arbitrator with respect to the dispute ordifference undergoing arbitration, all other obligations of the parties willcontinue as stipulated herein, and all monies not directly involved in suchdispute or difference will be paid when due.

 

10.           **Miscellaneous**.

 

a.             Executive represents and warrantsthat he is not a party to any agreement, contract or understanding, whetheremployment or otherwise, which would restrict or prohibit him from undertakingor performing employment in accordance with the terms and conditions of thisAgreement.

 

b.             The provisions of this Agreementare severable and if any one or more provisions may be determined to be illegalor otherwise unenforceable, in whole or in part, the remaining provisions andany partially unenforceable provision to the extent enforceable in anyjurisdiction will remain binding and enforceable.

 

c.             The rights and obligations of theCompany under this Agreement inure to the benefit of, and will be binding on,the Company and its successors and permitted assigns, and the rights andobligations (other than obligations to perform services) of Executive underthis Agreement will inure to the benefit of, and will be binding upon,Executive and his heirs, personal representatives and permitted assigns; provided,however, Executive shall not be entitled to assign or delegate any of hisrights and obligations under this Agreement without the prior written consentof the Company; provided, further, that the Company shall not have the right toassign or delegate any of its rights or obligations under this Agreement exceptto a corporation, partnership or other business entity that is, directly orindirectly, controlled by the Company.

 

d.             Any notice to be given under thisAgreement will be personally delivered in writing or will have been deemed dulygiven when received after it is posted in the United States mail, postageprepaid, registered or certified, return receipt requested, and if mailed tothe Company, will be addressed to its principal place of business, attention:Secretary, and if mailed to Executive, 

 

9

----

 

will be addressed to him at his home address last known on the recordsof the Company or at such other address or addresses as either the Company orExecutive may hereafter designate in writing to the other.

 

e.             The failure of either party toenforce any provision or provisions of this Agreement will not in any way beconstrued as a waiver of any such provision or provisions as to any futureviolations thereof, nor prevent that party thereafter from enforcing each andevery other provision of this Agreement. The rights granted the parties hereinare cumulative and the waiver of any single remedy will not constitute a waiverof such party’s right to assert all other legal remedies available to it underthe circumstances.

 

f.              THIS AGREEMENT WILL BE GOVERNED BYAND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARDTO CONFLICTS OF LAWS.

 

g.             Captions and paragraph headingsused herein are for convenience and are not 6 part of this Agreement and willnot be used in construing it.

 

IN WITNESS WHEREOF, the parties have executed thisAgreement on the day and year first set forth above.

 
| AMERICAN SPECTRUM REALTY, INC. |
|--------------------------------|
|                           |   |
| By:                            | /s/ William J. Carden |
|                           | Name:   William J. Carden |
|                           | Title:    President |
|                           |   |
| /s/ Paul E.  Perkins           |
| PAUL E. PERKINS                |

 

# **Schedule A**

 

Notwithstanding anythingto the contrary in this Agreement, including without limitation paragraphs Iand 7, the Company acknowledges and agrees that (i) Executive currently holdsand in the future may hold ownership interests in to be determined at the solediscretion of Executive; (ii) Executive currently and in the future mayserve as a director, officer, partner, member, principal, consultant or in othercapacities for the (above); (iii) Executive may while employed with the Companyand at any time thereafter own interests in, serve in various capacities forand otherwise undertake activities related to the (above) without restrictionor limitation under the Agreement. Company must receive written notification.

 

In addition, Companyacknowledges and agrees that Executive is currently an officer of AmericanSpectrum __________ and many of its affiliates.  Company acknowledges and agrees that Executive may while employedwith the Company and at any time thereafter serve in various capacities for and

 

10

----

 

undertake activitiesrelated to these companies and their subsidiaries and affiliates withoutrestriction or limitation under the Agreement.

 

Company and Executiveagree that the business of Company is furthered through Executive’sparticipation in certain professional organizations and gatherings. It is,therefore, agreed that attendance at meetings and gatherings of professionalorganizations shall not constitute vacation for purposes of this Agreement.

 

11

----