COMPANY AS AUTHORIZED BY THE ARTICLES OF INCORPORATION,
BYLAWS, THIS AGREEMENT OR OTHERWISE.
IF THIS SUBSECTION, THE ARTICLES OF
INCORPORATION OR BYLAWS OF THE COMPANY, OR ANY PORTION THEREOF, IS INVALIDATED
ON ANY GROUND BY A COURT OF COMPETENT JURISDICTION, THE COMPANY NEVERTHELESS
SHALL INDEMNIFY EXECUTIVE TO THE FULLEST EXTENT PERMITTED BY ALL PORTIONS OF
THIS SUBSECTION, ARTICLES OF INCORPORATION OR BYLAW THAT HAS NOT BEEN
INVALIDATED AND TO THE FULLEST EXTENT PERMITTED BY LAW.
5.
REIMBURSEMENT OF BUSINESS EXPENSES.
DURING THE TERM OF THIS AGREEMENT, UPON SUBMISSION OF REASONABLE SUPPORTING
DOCUMENTATION IN ACCORDANCE WITH SUCH GUIDELINES AS MAY BE ESTABLISHED FROM TIME
TO TIME BY THE BOARD, THE EXECUTIVE SHALL BE REIMBURSED BY THE
3
COMPANY FOR ALL REASONABLE BUSINESS EXPENSES INCURRED BY THE EXECUTIVE ON BEHALF
OF THE COMPANY IN CONNECTION WITH THE PERFORMANCE OF SERVICES UNDER THIS
AGREEMENT.
REIMBURSEMENT WILL BE MADE WITHIN THIRTY (30) DAYS OF SUBMISSION OF
PROPERLY DOCUMENTED EXPENSE REPORTS.
6.
PERSONAL ASSISTANT. DURING THE TERM OF
THIS AGREEMENT, THE EXECUTIVE WILL BE PROVIDED WITH A PERSONAL ASSISTANT,
PROVIDED THAT, THE TOTAL ANNUAL COMPENSATION PACKAGE FOR SUCH PERSONAL ASSISTANT
SHALL NOT EXCEED $20,000. THE EXECUTIVE WILL REIMBURSE THE COMPANY FOR ANY
AMOUNTS PAID IN EXCESS OF THAT.
7.
LOANS BY EXECUTIVE TO THE COMPANY.
THE
COMPANY ACKNOWLEDGES THAT THE EXECUTIVE HAS MADE SEVERAL PERSONAL LOANS TO THE
COMPANY TOTALING OVER $300,000 THAT ARE HOME EQUITY LOANS SECURED BY THE
EXECUTIVE'S PERSONAL RESIDENCE AND HIS PERSONAL CREDIT CARDS. UPON TERMINATION
OF THIS AGREEMENT FOR ANY REASON WHATSOEVER, ANY AND ALL LOAN AMOUNTS DUE TO THE
EXECUTIVE SHALL BE PAID IN FULL BY THE COMPANY.
8.
REPRESENTATION OF EXECUTIVE.
THE
EXECUTIVE REPRESENTS AND WARRANTS THAT HE IS NOT A PARTY TO, OR BOUND BY, ANY
AGREEMENT OR COMMITMENT, OR SUBJECT TO ANY RESTRICTION, INCLUDING, BUT NOT
LIMITED TO, AGREEMENTS RELATED TO PREVIOUS EMPLOYMENT CONTAINING CONFIDENTIALITY
OR NON-COMPETE COVENANTS, WHICH NOW OR IN THE FUTURE MAY ADVERSELY AFFECT THE
BUSINESS OF THE COMPANY OR THE PERFORMANCE BY THE EXECUTIVE OF HIS DUTIES UNDER
THIS AGREEMENT.
9.
COMPANY PROPERTY.
(A)
WITH THE EXCEPTION OF THE "GPS BASED PDA ALGORITHM
PROCESS" DESCRIBED HEREIN, WHICH IT IS ACKNOWLEDGED AND AGREED WAS INVENTED BY
EXECUTIVE PRIOR TO HIS EMPLOYMENT WITH THE COMPANY, THE COMPANY SHALL BE THE
SOLE OWNER OF ALL PRODUCTS AND PROCEEDS RESULTING FROM THE EXECUTIVE'S SERVICES
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ALL MATERIALS, IDEAS, CONCEPTS,
FORMATS, DEVELOPMENTS, ARRANGEMENTS, PACKAGES, PROGRAMS AND OTHER INTELLECTUAL
PROPERTY THAT THE COMPANY DEVELOPS OR CREATES DURING EXECUTIVE'S EMPLOYMENT
HEREUNDER, FREE AND CLEAR OF ANY CLAIMS BY THE EXECUTIVE (OR ANYONE CLAIMING
UNDER THE EXECUTIVE) OF ANY KIND OR CHARACTER WHATSOEVER. THE EXECUTIVE AGREES,
AT THE REQUEST AND COST OF THE COMPANY, TO EXECUTE SUCH ASSIGNMENTS,
CERTIFICATES OR OTHER INSTRUMENTS AS THE COMPANY MAY FROM TIME TO TIME DEEM
REASONABLY NECESSARY OR DESIRABLE TO EVIDENCE, ESTABLISH, MAINTAIN, PERFECT,
PROTECT, ENFORCE OR DEFEND ITS RIGHT, TITLE AND INTEREST IN OR TO ANY SUCH
PROPERTIES. UPON THE TERMINATION OF THE EXECUTIVE'S EMPLOYMENT FOR ANY