Exhibit 10









Exhibit

10.02




 




EMPLOYMENT

AGREEMENT




 




This EMPLOYMENT

AGREEMENT (the “Agreement”), dated as of April 3, 2002, is entered into

between American Spectrum Realty, Inc., a Maryland corporation (the “Company”),




and Paul E. Perkins (“Executive”).




 




Recitals




 




A.            The Company is a corporation

intended to be qualified and to operate as a real estate investment trust under

the Internal Revenue Code of 1986, as amended.




 




B.            The Company wishes to employ

Executive and Executive wishes to be employed by the Company, on the terms and

conditions set forth below.




 




THEREFORE, the

parties agree as follows:




 




1.             Employment Duties.

During the Term (as defined in paragraph 2 below), the Company will initially

employ Executive as its Senior Vice President except as set forth on Schedule A

to this Agreement, Executive will devote substantially all of his business time

and attention to the performance of his duties under this Agreement. Executive

shall have the duties, rights and responsibilities normally associated with his

position with the Company, together with such other reasonable duties relating

to the operation of the business of the Company and its affiliates as may be

assigned to him from time to time by the President or Chief Executive Officer

of the Company or by the Board of Directors. 

If the Company shall so request, Executive shall act as an officer

and/or director of any of the subsidiaries of the Company as they may now exist

or may be established by the Company in the future without any compensation

other than that provided for in paragraph 3.




 




2.             Term. The term of

Executive’s employment under this Agreement (the “Term”) will begin on

the date of this Agreement and will continue, subject to the termination

provisions set forth in paragraph 5 below, until the first anniversary of the

date hereof, provided that this Agreement will automatically renew each year

for an additional one year period unless either party gives written notice to

the other not to extend the Term not less than 90 days prior to the then next

upcoming expiration date.




 




3.             Salary

and Bonus.




 




a.             Salary.  During each year of the Term, Executive will

receive a salary at the annual rate of $125,000.00 (the “Base Salary”).




 




b.             Bonus. In addition to the

Base Salary, the Executive shall be entitled to an annual incentive bonus

payable within 120 days after the end of each year ended December 31 in an

amount which shall be determined in the sole discretion of the Board of

Directors taking into account such factors concerning the performance of the

Executive as shall be determined by the Board of Directors.  The amount of the incentive bonus shall be

determined in the sole discretion of the Board 




 





























 




of Directors and Executive shall not be entitled to any incentive bonus

unless and until such incentive bonus is approved by the Board of Directors.




 




4.             Fringe Benefits. In

addition to the other compensation payable pursuant to this Agreement, during

the Term:




 




a.             Standard Benefits. Executive

will be entitled to receive such fringe benefits and perquisites, including medical

and life insurance, as are generally made available from time to time to senior

management employees and Executives of the Company and to participate in any

pension, profit–sharing, stock option or similar plan or program

established from time to time by the Company for the benefit of its senior

management employees.




 




b.             Vacation and Sick Leave.

Executive will be entitled to such periods of paid vacation (not less than

three (3) weeks per year) and sick leave allowance each year.




 




c.             Business Expenses. The

Company will pay or reimburse Executive for all business–related expenses

incurred by Executive in the course of his performance of duties under this

Agreement, subject to the procedures established by the Company from time to

time with respect to incurrence, substantiation, reasonableness and approval,

including without limitation dues, meeting expenses and travel costs for

professional organizations.




 




d.             Stock Options. Executive

shall be entitled to participate in employee stock plans from time to time

established for the benefit of employees of the Company in accordance with the

terms and conditions of such plans. Simultaneously with the closing of the

consolidation of the Company, Executive shall receive pursuant to and subject

to the Company’s 2000 Incentive Plan (the “Plan”), a stock option grant for

15,000 shares of restricted stock. The options shall be exercisable as follows:

(i) 50% on the closing of the consolidation pursuant to the Company’s

Registration Statement on Form S–4 at an option exercise price of $15.00

per share and (ii) 50% on the six-month anniversary of such Closing at an

option exercise price equal to the price that the stock is trading  on the date of grant or if there is no

established market, at the fair market value of the stock as determined by the

Board of Directors in its sole discretion. 

Executive has previously received a grant of 10,000 shares of restricted

stock pursuant to the Plan which shares shall be subject to repurchase by the

Company on termination of Executive’s employment for a price of $.01 per share,

which repurchase option shall lapse in four nearly equal installments on each

of the first, second, third and fourth anniversary of the date of grant.

Notwithstanding the foregoing, stock options granted to Executive shall become

fully exercisable and repurchase restrictions on stock grants shall lapse in

full 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 by

the Company without Cause, and Executive shall have one (1) year from such

termination, or remaining term of the option, if earlier, to exercise such

options.




 




Notwithstanding the foregoing, in the event this

Employment Agreement is terminated by the Company without Cause, then (i) the

obligation of the Company to grant stock options to the Employee for subsequent

years shall also terminate except that the stock options to be granted for the

next succeeding year shall be granted as of and as a condition to the termination

and (ii) the Company’s right to repurchase the restricted stock issued pursuant

to the Plan shall not lapse except as to the lapse of the right that would have

occurred in the year subsequent to the 




 




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termination.




 




 




5.             Termination of Employment.




 




a.             Death and Disability.

Executive’s employment under this Agreement will terminate immediately upon his

death and upon 30 days’ prior written notice given by the Company in the event

Executive is determined to be “permanently disabled” (as defined below).




 




b.             For Cause. The Company may

terminate Executive’s employment under this Agreement for “Cause” (as defined

below) upon providing Executive written notice of termination, which notice

will describe in detail the basis of such termination and will become effective

immediately after Executive’s receipt thereof unless Executive (i) cures to the

satisfaction of the Board of Directors the alleged violation or other

circumstance which was the basis of such termination within such notice period

or (ii) sends, within thirty (30) days, written notice to the Board disputing

in good faith the existence of Cause and requesting arbitration of such dispute

pursuant to paragraph 9 below. During the pendency of the arbitration,

Executive will continue to receive all compensation and benefits to which he is

entitled hereunder but shall have no duties or authority in connection with any

activities of the Company.  If the

Company is not successful in obtaining a determination by the arbitrators that

there was Cause for termination, the Company will pay Executive’s reasonable

expenses, including, without limitation, reasonable attorneys’ fees and

disbursements, in connection with such dispute resolution and Executive may elect

to terminate his employment and shall receive the payments and benefits set

forth in paragraph 6(b) as if his employment were terminated without Cause.




 




c.             For Good Reason. Executive

may terminate his employment under this Agreement for “Good Reason” (as defined

below) upon providing the Company 30 days’ prior written notice of termination,

which notice will detail the basis of such termination and will become

effective on the 30th day after the Company’s receipt thereof, unless the

Company cures the alleged violation or other circumstance which was the basis

of such termination within such 30 day notice period; provided that any

termination pursuant to (d)(iii)(C) of the definition of Good Reason shall be

made by notice given not more than 120 days after the effective date of the

Change of Control (as defined below).




 




d.             Definitions. For purposes of

this Agreement:




 




(i)

Executive will be deemed “permanently disabled” if he becomes unable to

discharge his normal duties as contemplated under this Agreement for more than

six consecutive months as a result of incapacity due to mental or physical

illness as determined by a physician acceptable to Executive and the Company

and paid by the Company, whose determination will be final and binding. If

Executive and the Company are unable to agree on a physician, Executive and the

Company will each choose one physician who will mutually choose the third

physician, whose determination will be final and binding.




 




(ii)           “Cause” means either (A) a breach by

Executive of any material provisions of this Agreement, but only if, after

notice provided in subparagraph (b) above, 




 




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Executive fails to

cure such breach; (B) action by Executive constituting willful misconduct or

gross negligence in connection with performing his duties as set forth by the

Board of Directors or as established by law based on Executive’s position with

the Company; (C) an act of fraud, misappropriation of funds or embezzlement by

Executive in connection with his employment hereunder; or (D) Executive is

convicted of, confesses or pleads guilty to any felony.




 




(iii)          “Good Reason” means the

occurrence of any of the following, without the prior written consent of

Executive: (A) a breach by the Company of any of its material obligations under

this Agreement, but only if after expiration of the 30 day notice period

provided in subparagraph (c) above, the Company fails to cure such breach or

(B) a Change of Control. as herein defined, or (C) the withdrawal without

Executive’s consent of any substantive part of Executive’s responsibilities,

duties or authority as previously discharge or (D) the harassment of Executive

intended, designed or which would have the foreseeable effect of causing

Executive to resign or abandon Executive’s employment with Company.




 




(iv)          “Change of Control” means the

occurrence of:




 




(a)           An acquisition (other than directly

from the Company) of any voting securities of the Company (the “Voting

Securities”) by any “Person” (as the term person is used for purposes of

Section 13(d) or 14(d) of the Exchange Act) immediately after which such Person

has “Beneficial Ownership” (within the meaning of Rule 13d–3 promulgated

under the Exchange Act) of fifty percent (50%) or more of the combined voting power

of the Company’s then outstanding Voting Securities; provided, however, in

determining whether a Change in Control has occurred, Voting Securities which

are 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 employee

benefit plan (or a trust forming a part thereof) maintained by (i) the Company

or (ii) any corporation or other Person of which a majority of its voting power

or its voting equity securities or equity interest is owned, directly or

indirectly, by the Company (for purposes of this definition, a “Subsidiary”),

(b) the Company or its Subsidiaries, (iii) any corporation or other Person the

majority of its voting power or its voting equity securities is owned, directly

or indirectly, by William J. Carden or John Galardi or (iv) any Person in

connection with a “Non-Control Transaction” (as hereinafter defined); or




 




(b)           The individuals who, as of the date

of this Agreement , are members of the Board (the “Incumbent Board”), cease for

any reason to constitute at least two–thirds of the members of the Board;

provided, however, that if the election, or nomination for election by the

Company’s common stockholders, of any new director was approved by a vote of at

least two–thirds of the Incumbent Board, such new director shall, for

purposes of this Plan, be considered as a member of the Incumbent Board;

provided further, however, that no individual shall be considered a member of

the Incumbent Board if such individual initially assumed office as a result of

either an actual or threatened “Election Contest” (as described in Rule 14a–

11 promulgated under the Exchange Act) or other actual or threatened solicitation

of 




 




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proxies or

consents 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 Election

Contest or Proxy Contest; or




 




(c)           Approval by stockholders of the

Company of:




 




(i)            A merger, consolidation or

reorganization involving the Company, unless such merger, consolidation or

reorganization is a “Non-Control Transaction”. 

A “Non–Control Transaction” shall mean a merger, consolidation or

reorganization 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 or

reorganization, at least fifty percent (50 %) of the combined voting power of

the outstanding voting securities of the corporation resulting from such merger

or consolidation or reorganization (the “Surviving Corporation”) in

substantially the same proportion as their ownership of the Voting Securities

immediately before such merger, consolidation or reorganization,




 




(B)           the individuals who were members of

the Incumbent Board immediately prior to the execution of the agreement

providing for such merger, consolidation or reorganization, constitute at least

two–thirds of the members of the board of directors of the Surviving

Corporation, or a corporation beneficially directly or indirectly owning a

majority 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 a

part thereof) maintained by the Company, the Surviving Corporation, or any

Subsidiary, 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 Beneficial

Ownership of thirty percent (30 %) or more of the combined voting power of the

Surviving Corporation’s then outstanding voting securities.




 




(ii)           A complete liquidation or dissolution

of the Company; or




 




(iii)          The sale or other disposition of all

or substantially all of the assets of the Company to any Person (other than a

transfer to a Subsidiary).




 




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Notwithstanding

the foregoing, a Change in Control shall not be deemed to occur solely because

any Person (the “Subject Person”) acquired Beneficial Ownership of more than

the permitted amount of the then outstanding Voting Securities as a result of

the acquisition of Voting Securities by the Company which, by reducing the

number of Voting Securities outstanding, increases the proportional number of

shares Beneficially Owned by the Subject Persons, provided that if a Change in

Control would occur (but for the operation of this sentence) as a result of the

acquisition of Voting Securities by the Company, and after such share

acquisition by the Company, the Subject Person becomes the Beneficial Owner of

any additional Voting Securities which increases the percentage of the then

outstanding Voting Securities Beneficially Owned by the Subject Person, then a

Change in Control shall occur.  In no

event shall stock option ownership be considered in calculating Change of Control.




 




6.             Benefits upon Termination.




 




a.             Termination with Cause or

Resignation. Upon termination of Executive’s employment by the Company for

Cause or a voluntary resignation by Executive (other than for Good Reason

pursuant to paragraph 5(c) above) during the Term, the Company will remain

obligated to pay Executive only the unpaid portion of his Base Salary and

benefits to the extent accrued through the effective date of termination. Any

amount due under this subparagraph will be payable within 30 days after the

date of termination. In addition to whatever other rights or remedies the

Company may have at law or in equity, all stock options held by Executive,

whether vested or unvested as of the date of termination, shall immediately

expire on the date of termination and all unvested stock–based grants

shall immediately expire.




 




b.             Termination without Cause or for

Good Reason. The Company shall also have the right to terminate Executive’s

employment without Cause. Upon termination of Executive’s employment (x) by the

Company without Cause or (y) by Executive for Good Reason, Executive will be

entitled to the benefits provided below, subject to signing by Executive of a

general release of claims in a form reasonably satisfactory to the

Company and Executive.




 




(i)            the Company will pay as severance

pay to Executive, in equal monthly installments over a twelve–month

period, an amount (the “Severance Amount”) equal to one times Executive’s Base

Salary and bonus for the immediately preceding calendar year or current year if

the termination is in the first calendar year of employment (which shall be

annualized if the applicable calendar year is less than a full year);




 




(ii)           subject to Executive making a valid

election 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 months

following Executive’s termination of employment or (y) the end of the COBRA

continuation period.




 




c.             Termination Upon Death or

Permanent Disability. Upon termination of Executive’s employment upon

Executive’s death or permanent disability, Executive or Executive’s estate will

be entitled to the benefits provided below, subject to signing by Executive or

Executive’s estate of a general release of claims in a form reasonably

satisfactory to the Company and Executive:




 




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(i)            the Company will pay as severance

pay to Executive or Executive’s estate, in equal monthly, installments over a

twelve–month period, an amount equal to the Executive’s Base Salary Bonus

(for the immediately preceding calendar year) as in effect on the date of

termination of employment; and




 




(ii)           subject to Executive making a valid

election 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 months

following Executive’s termination of employment or (y) the end of the COBRA

continuation period.




 




d.             No Mitigation. Executive

will not be required to mitigate the amount of any




payment provided for in

this 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 been

previously terminated pursuant to paragraph 5 above or by the Company without

Cause, 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, directly

or indirectly solicit for employment, employ in any capacity or make an

unsolicited recommendation to any other person that it employ or solicit for

employment 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” shall

mean any company, partnership, firm or other entity as to which Executive

possesses, directly or indirectly, the power to direct or cause the direction

of the management and policies of such entity, whether through the ownership of

voting securities, by contract or otherwise.




 




b.             Executive acknowledges that,

through his status as Senior Vice President of the Company, he has, and will

have, possession of important, confidential information and knowledge as to the

business of the Company and its affiliates, including, but not limited to,

knowledge of marketing and operating strategies, financial results and

projections, future plans, the provisions of other important contracts entered

into by the Company and its affiliates. 

Executive agrees that all such knowledge and information constitutes a vital

part of the business of the Company and its affiliates and is by its nature

trade secrets and confidential information proprietary to the Company and its

affiliates (collectively, “Confidential Information”). Executive agrees

that he shall not  for a period of 12 months after employment divulge,

communicate, furnish or make accessible (whether orally or in writing or in

books, articles or any other medium) to any individual, firm, partnership or

corporation, any knowledge or information with respect to Confidential

Information directly useful in any aspect of the business of the Company or any

of its affiliates. The obligations of confidentiality set forth herein shall

not apply to any Confidential Information which is:




 




(i)            possessed by Executive prior to

receipt 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 general

public otherwise than through a breach of this Agreement or other obligation of

confidentiality by Executive;




 




(iii)          obtained by Executive from a third

party with a valid right to disclose such Confidential Information, provided

that such third party is not under a confidentiality obligation to the Company;




 




(iv)          independently developed by employees

of Executive who had no knowledge of the Company’s Confidential Information as

evidenced by Executive’s written records; or




 




(v)           required to be disclosed pursuant to

law, regulation, or court order provided, however, that Executive gives the

Company prompt, written notice prior to disclosure in order to allow that party

to take whatever action it deems necessary to protect its Confidential

Information.




 




c.             All memoranda, notes, notebooks,

lists, records and other documents or papers (and all copies thereof), made

available to him relating to the Company are and shall be the Company’s

property and shall be delivered to the Company promptly upon the termination of

Executive’s employment with the Company or at any other time on request and

such information shall be held confidential by Executive after the termination

of his employment with the Company.




 




d.             Following Executive’s termination

of employment, Executive will cooperate with the Company, its executives,

counsel and other professional advisors (i) to the extent reasonably possible

with respect to the consummation of matters that were in progress at the time

of Executive’s termination of employment and (ii) with respect to any

litigation or regulatory matters arising out of or related to the business,

operations, or personnel of the Company (including participation in

depositions, hearings and trials, as and if deemed necessary or appropriate by

the Company, execution of appropriate affidavits and participation in

interviews with Company counsel).  The

Company shall compensate Executive on a reasonable basis for any services

provided by Executive pursuant to this paragraph 7(f).




 




e.             The provisions contained in this

paragraph 7 as to the time periods, scope of activities, persons or entities

affected, and territories restricted shall be deemed divisible so that, if any

provision contained in this paragraph 7 is determined to be invalid or

unenforceable, such provisions shall be deemed modified so as to be valid and

enforceable to the full extent lawfully permitted.




 




f.              Executive agrees that the

provisions of this paragraph 7 are reasonable and necessary for the protection

of the Company.




 




8.             Indemnification. To

the full extent permitted by applicable law, Executive shall be indemnified and

held harmless by the Company against any and all judgments, penalties, fines,

amounts paid in settlement, and other reasonable expenses (including, without

limitation, reasonable attorneys’ fees and disbursements) actually incurred by

Executive in connection with any threatened, pending or completed action, suit

or proceeding (whether civil, criminal, administrative, investigative or other)

for any action or omission in his capacity as a director, officer or employee

of 




 




8





























 




the Company or any of its subsidiaries or affiliates, but the Executive

shall not be indemnified for his own gross negligence, willful misconduct or

fraud.  Indemnification under this

paragraph 8 shall be in addition to, and not in substitution of, any other

indemnification by the Company of its officers and directors.




 




9.             Arbitration. The parties hereto will

endeavor to resolve in good faith any controversy, disagreement or claim

arising between them, whether as to the interpretation, performance or

operation of this Agreement or any rights or obligations hereunder.  If they are unable to do so, any such

controversy, disagreement or claim will be submitted to binding arbitration,

for final resolution without appeal, by either party giving written notice to

the other of the existence of a dispute which it desires to have arbitrated.

The arbitration will be conducted in California by a single neutral

arbitrator and will be held in accordance with the rules of the American

Arbitration Association.  The decision

and award of the arbitrators must be in writing and will be final and binding

upon the parties hereto. Judgment upon the award may be entered in any court having

jurisdiction thereof, or application may be made to such court for a judicial

acceptance of the award and an order of enforcement, as the case may be. The

expenses of arbitration will be borne in accordance with the determination of

the arbitrator with respect thereto. 

Pending a decision by the arbitrator with respect to the dispute or

difference undergoing arbitration, all other obligations of the parties will

continue as stipulated herein, and all monies not directly involved in such

dispute or difference will be paid when due.




 




10.           Miscellaneous.




 




a.             Executive represents and warrants

that he is not a party to any agreement, contract or understanding, whether

employment or otherwise, which would restrict or prohibit him from undertaking

or performing employment in accordance with the terms and conditions of this

Agreement.




 




b.             The provisions of this Agreement

are severable and if any one or more provisions may be determined to be illegal

or otherwise unenforceable, in whole or in part, the remaining provisions and

any partially unenforceable provision to the extent enforceable in any

jurisdiction will remain binding and enforceable.




 




c.             The rights and obligations of the

Company under this Agreement inure to the benefit of, and will be binding on,

the Company and its successors and permitted assigns, and the rights and

obligations (other than obligations to perform services) of Executive under

this 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 his

rights and obligations under this Agreement without the prior written consent

of the Company; provided, further, that the Company shall not have the right to

assign or delegate any of its rights or obligations under this Agreement except

to a corporation, partnership or other business entity that is, directly or

indirectly, controlled by the Company.




 




d.             Any notice to be given under this

Agreement will be personally delivered in writing or will have been deemed duly

given when received after it is posted in the United States mail, postage

prepaid, registered or certified, return receipt requested, and if mailed to

the 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 records

of the Company or at such other address or addresses as either the Company or

Executive may hereafter designate in writing to the other.




 




e.             The failure of either party to

enforce any provision or provisions of this Agreement will not in any way be

construed as a waiver of any such provision or provisions as to any future

violations thereof, nor prevent that party thereafter from enforcing each and

every other provision of this Agreement. The rights granted the parties herein

are cumulative and the waiver of any single remedy will not constitute a waiver

of such party’s right to assert all other legal remedies available to it under

the circumstances.




 




f.              THIS AGREEMENT WILL BE GOVERNED BY

AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD

TO CONFLICTS OF LAWS.




 




g.             Captions and paragraph headings

used herein are for convenience and are not 6 part of this Agreement and will

not be used in construing it.




 




IN WITNESS WHEREOF, the parties have executed this

Agreement 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 anything

to the contrary in this Agreement, including without limitation paragraphs I

and 7, the Company acknowledges and agrees that (i) Executive currently holds

and in the future may hold ownership interests in to be determined at the sole

discretion of Executive; (ii) Executive currently and in the future may

serve as a director, officer, partner, member, principal, consultant or in other

capacities for the (above); (iii) Executive may while employed with the Company

and at any time thereafter own interests in, serve in various capacities for

and otherwise undertake activities related to the (above) without restriction

or limitation under the Agreement. 

Company must receive written notification.




 




In addition, Company

acknowledges and agrees that Executive is currently an officer of American

Spectrum __________ and many of its affiliates.  Company acknowledges and agrees that Executive may while employed

with the Company and at any time thereafter serve in various capacities for and






 




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undertake activities

related to these companies and their subsidiaries and affiliates without

restriction or limitation under the Agreement.




 




Company and Executive

agree that the business of Company is furthered through Executive’s

participation in certain professional organizations and gatherings. It is,

therefore, agreed that attendance at meetings and gatherings of professional

organizations shall not constitute vacation for purposes of this Agreement.




 




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