ENGAGE IN OTHER ACTIVITIES TO THE
EXTENT THEY DO NOT INHIBIT THE PERFORMANCE OF EMPLOYEE'S DUTIES HEREUNDER, OR
CONFLICT WITH THE BUSINESS OF THE COMPANY.
EMPLOYEE SHALL DISCLOSE TO THE
COMPANY THE NAME OF ANY CORPORATION OR ENTITY ON WHICH HE SERVES AS A DIRECTOR
OR IN A SIMILAR CAPACITY AND DESCRIBE OTHER ACTIVITIES THAT ARE NOT PERSONAL IN
NATURE IN WHICH HE ENGAGES.
EMPLOYEE SHALL DO SUCH TRAVELING AS REASONABLY MAY
BE REQUIRED IN CONNECTION WITH THE PERFORMANCE OF SUCH DUTIES AND
RESPONSIBILITIES.
EMPLOYEE SHALL NOT BE REQUIRED TO RELOCATE EMPLOYEE'S
RESIDENCE AND EMPLOYEE MAY CONDUCT WORK OUT OF HIS RESIDENCE FROM TIME TO TIME
AS HE DETERMINES APPROPRIATE.
2.
TERM OF EMPLOYMENT.
UNLESS TERMINATED
AS PROVIDED IN SECTION 4 HEREOF, THE TERM OF THIS AGREEMENT SHALL EXTEND TO
MAY 12, 2014 (THE "INITIAL PERIOD"), AND THEREAFTER SHALL AUTOMATICALLY CONTINUE
ON A YEAR TO YEAR BASIS (EACH A "SUBSEQUENT PERIOD") UNLESS THE COMPANY OR
EMPLOYEE SHALL GIVE THE OTHER PARTY NOTICE AT LEAST 60 DAYS PRIOR TO THE
TERMINATION OF THE INITIAL PERIOD OR ANY SUBSEQUENT PERIOD OF ITS OR HIS
ELECTION NOT TO RENEW THE TERM OF EMPLOYMENT, IN WHICH CASE THIS AGREEMENT SHALL
TERMINATE AT THE END OF THE PERIOD IN WHICH THE NOTICE IS GIVEN; PROVIDED,
HOWEVER, THE COMPANY'S OBLIGATION TO PAY COMPENSATION PURSUANT TO SECTION 3 OR
PERFORM ANY OTHER ACTS WITH RESPECT TO THE LAST YEAR FOR WHICH THIS AGREEMENT IS
EFFECTIVE SHALL CONTINUE AND BE ENFORCEABLE NOTWITHSTANDING THE TERMINATION OF
THIS AGREEMENT.
3.
COMPENSATION BENEFITS.
3.1
BASE SALARY.
AS COMPENSATION FOR SERVICES TO
BE RENDERED BY EMPLOYEE HEREUNDER, THE COMPANY SHALL PAY TO EMPLOYEE AN ANNUAL
SALARY OF NOT LESS THAN $275,000 PER YEAR, PAYABLE IN PERIODIC INSTALLMENTS (BUT
IN NO EVENT LESS FREQUENTLY THAN MONTHLY) IN ACCORDANCE WITH THE STANDARD
PAYROLL PRACTICES OF THE COMPANY IN EFFECT FROM TIME TO TIME.
EMPLOYEE'S
2
SALARY SHALL BE REVIEWED ANNUALLY FOR INCREASE (BUT NOT DECREASE) ON A MERIT
BASIS.
SUCH REVIEW SHALL BE CONDUCTED AT THE FIRST MEETING OF THE BOARD AFTER
THE END OF A FISCAL YEAR BUT NOT LATER THAN FEBRUARY 28 OF EACH YEAR AND THE
EFFECTIVE DATE OF ANY SUCH INCREASE SHALL BE MARCH 1.
THE EMPLOYEE'S ANNUAL
SALARY IN EFFECT FROM YEAR TO YEAR IS HEREIN REFERRED TO AS THE "BASE SALARY".
3.2
ANNUAL BONUS.
(A)
PERFORMANCE CRITERIA.
THE COMPANY SHALL
PAY TO EMPLOYEE AN ANNUAL BONUS WITH RESPECT TO EACH FISCAL YEAR IN AMOUNTS
DETERMINED AS PROVIDED BY THE BOARD BASED ON ACHIEVING PERFORMANCE CRITERIA
ESTABLISHED AT THE BEGINNING OF EACH FISCAL YEAR.
SUCH PERFORMANCE CRITERIA
WILL RECOGNIZE THE OVERALL FINANCIAL PERFORMANCE OF THE COMPANY AND THE
IMPROVEMENTS MADE IN FINANCIAL RESULTS.
(B)
TIME OF PAYMENT.
THE FIRST PAYMENT OF THE
ANNUAL BONUS TO EMPLOYEE PURSUANT TO SECTION 3.2 (A) SHALL BE WITH RESPECT TO
THE FISCAL YEAR ENDED DECEMBER 31, 2009.
AN ANNUAL BONUS PROVIDED HEREIN SHALL
BE PAID, SUBJECT TO ACHIEVING THE PERFORMANCE CRITERIA, WITH RESPECT TO EACH
FISCAL YEAR THEREAFTER DURING THE TERM OF