SO LONG AS THERE IS
NO MATERIAL INTERFERENCE WITH HIS DUTIES HEREUNDER, FROM (I) PARTICIPATING AS AN
OFFICER OR DIRECTOR OF, OR ADVISOR TO, ANY CHARITABLE OR OTHER TAX-EXEMPT
ORGANIZATION OR OTHERWISE ENGAGING IN CHARITABLE, FRATERNAL OR TRADE GROUP
ACTIVITIES; (II) INVESTING AND MANAGING HIS ASSETS AS A PASSIVE INVESTOR IN
OTHER ENTITIES OR BUSINESS VENTURES; PROVIDED THAT HE PERFORMS NO MANAGEMENT OR
SIMILAR ROLE (OR, IN THE CASE OF INVESTMENTS OTHER THAN REAL ESTATE INVESTMENTS,
HE PERFORMS A MANAGEMENT ROLE COMPARABLE TO THE ROLE THAT A SIGNIFICANT LIMITED
PARTNER
WOULD HAVE, BUT PERFORMS NO DAY-TO-DAY MANAGEMENT OR SIMILAR ROLE) WITH RESPECT
TO SUCH ENTITIES OR VENTURES AND SUCH INVESTMENT DOES NOT VIOLATE SECTION 8
HEREOF; AND PROVIDED, FURTHER, THAT, IN ANY CASE IN WHICH ANOTHER PARTY INVOLVED
IN THE INVESTMENT HAS A MATERIAL BUSINESS RELATIONSHIP WITH THE EMPLOYER,
EXECUTIVE SHALL GIVE NOTICE PRIOR WRITTEN NOTICE TO THE MANAGING MEMBER AND THE
CEO; OR (III) SERVING AS A MEMBER OF THE BOARD OF DIRECTORS OF A FOR-PROFIT
CORPORATION WITH THE APPROVAL OF THE CEO AND THE MANAGING MEMBER.
(C)
TRAVEL.
IN PERFORMING HIS DUTIES HEREUNDER, EXECUTIVE SHALL BE
AVAILABLE FOR ALL REASONABLE TRAVEL AS THE NEEDS OF THE EMPLOYER'S BUSINESS MAY
REQUIRE.
3.
COMPENSATION AND BENEFITS.
IN CONSIDERATION OF EXECUTIVE'S
SERVICES HEREUNDER, THE EMPLOYER SHALL COMPENSATE EXECUTIVE AS PROVIDED IN THIS
AGREEMENT, AND THE CORPORATION SHALL HAVE THE OBLIGATIONS AS SET FORTH HEREIN.
(A)
BASE SALARY.
THE EMPLOYER SHALL PAY EXECUTIVE AN AGGREGATE
MINIMUM ANNUAL SALARY AT THE RATE OF $350,000 PER ANNUM DURING THE EMPLOYMENT
PERIOD ("BASE SALARY").
BASE SALARY SHALL BE PAYABLE BI-WEEKLY IN ACCORDANCE
WITH THE EMPLOYER'S NORMAL BUSINESS PRACTICES AND SHALL BE REVIEWED BY THE
MANAGING MEMBER AT LEAST ANNUALLY (FOR PURPOSES OF POSSIBLE, UPWARD, BUT NOT
DOWNWARD, ADJUSTMENT).
(B)
INCENTIVE COMPENSATION/BONUSES.
IN ADDITION TO BASE SALARY,
DURING THE EMPLOYMENT PERIOD, EXECUTIVE SHALL BE ELIGIBLE FOR AND SHALL RECEIVE
FROM THE EMPLOYER SUCH DISCRETIONARY ANNUAL BONUSES AS THE MANAGING MEMBER, IN
ITS SOLE DISCRETION, MAY DEEM APPROPRIATE TO REWARD EXECUTIVE FOR JOB
PERFORMANCE; PROVIDED, HOWEVER, THAT EXECUTIVE'S ANNUAL PERFORMANCE BONUS SHALL
NOT BE LESS THAN $250,000 (THE "MINIMUM BONUS").
IN ADDITION, EXECUTIVE SHALL
BE ELIGIBLE TO PARTICIPATE IN ANY OTHER BONUS OR INCENTIVE COMPENSATION PLANS IN
EFFECT WITH RESPECT TO SENIOR EXECUTIVE OFFICERS OF THE EMPLOYER.
IF THE TERM
OF THIS AGREEMENT IS EXTENDED UNDER THE PENULTIMATE SENTENCE OF SECTION 1, AND
EXECUTIVE'S EMPLOYMENT TERMINATES AS OF THE EXPIRATION OF THE TERM AS SO
EXTENDED, THEN (I) UPON SUCH TERMINATION OF EMPLOYMENT, EXECUTIVE SHALL RECEIVE
(WITHOUT DUPLICATION) AN AMOUNT EQUAL TO (A) $250,000 MULTIPLIED BY (B) A
FRACTION (X) THE NUMERATOR OF WHICH IS THE NUMBER OF DAYS IN THE FISCAL YEAR OF
TERMINATION DURING WHICH EXECUTIVE WAS EMPLOYED AND (Y) THE DENOMINATOR OF WHICH
IS 365, AND (II) NO OTHER BONUS-RELATED AMOUNTS SHALL BE PAYABLE UNDER THIS
SECTION 3(B) FOR THE FISCAL YEAR OF TERMINATION.
(C)
EQUITY-BASED AWARDS.
IN THE DISCRETION OF THE BOARD OR THE
COMPENSATION COMMITTEE THEREOF, EXECUTIVE SHALL BE ELIGIBLE TO