INTERFERE WITH THE PERFORMANCE OF EXECUTIVE'S RESPONSIBILITIES
WITH THE COMPANY AND WHICH COMPANIES ARE NOT IN DIRECT COMPETITION WITH THE
COMPANY.
ANY INCOME RECEIVED BY EXECUTIVE OUTSIDE THE SCOPE OF HIS EMPLOYMENT
AND PERMITTED PURSUANT TO THE PROVISIONS HEREOF, SHALL INURE TO THE BENEFIT OF
EXECUTIVE, AND THE COMPANY SHALL NOT CLAIM ANY ENTITLEMENT THERETO.
4.
COMPENSATION AND BENEFITS DURING THE EMPLOYMENT TERM:
(A)
BASE COMPENSATION.
THE EXECUTIVE'S BASE
COMPENSATION FROM THE COMMENCEMENT DATE THROUGH FEBRUARY 28, 2003, SHALL BE AT
THE RATE OF $11,250 PER MONTH, PAYABLE IN REGULAR SEMI-MONTHLY INSTALLMENTS IN
ACCORDANCE WITH THE COMPANY'S PRACTICE FOR ITS EXECUTIVES, LESS APPLICABLE
WITHHOLDING FOR INCOME AND EMPLOYMENT TAXES AS REQUIRED BY LAW AND OTHER
DEDUCTIONS AS TO WHICH THE EXECUTIVE SHALL AGREE.
SUCH BASE COMPENSATION SHALL
BE SUBJECT TO INCREASES AS AND WHEN DETERMINED BY THE COMPANY'S BOARD OF
DIRECTORS IN THEIR SOLE DISCRETION.
(B)
BONUS COMPENSATION.
IN ADDITION TO THE
EXECUTIVE'S BASE COMPENSATION, EXECUTIVE WILL BE ENTITLED TO A PERFORMANCE BONUS
AS FOLLOWS:
(I)
EXECUTIVE WILL BE ENTITLED TO UP TO
$67,500 ($16,875 QUARTERLY) PER YEAR, PROVIDED THE EXECUTIVE SUCCESSFULLY
IMPLEMENTS AND MEETS CERTAIN AGREED UPON MANAGEMENT BONUS OBJECTIVES, AS
DETERMINED BY THE COMPANY'S BOARD OF DIRECTORS.
(II)
SUBSEQUENT BONUSES WILL BE DETERMINED BY
THE BOARD OF DIRECTORS.
(C)
EXPENSE REIMBURSEMENT.
THE EXECUTIVE SHALL
BE ENTITLED TO REIMBURSEMENT OF ALL REASONABLE, ORDINARY AND NECESSARY BUSINESS
RELATED EXPENSES INCURRED BY HIM IN THE COURSE OF HIS DUTIES AND UPON COMPLIANCE
WITH THE COMPANY'S PROCEDURES.
(D)
PARTICIPATION IN EMPLOYEE BENEFIT PLANS.
EXECUTIVE SHALL BE ENTITLED TO PARTICIPATE, SUBJECT TO ELIGIBILITY AND OTHER
TERMS GENERALLY ESTABLISHED BY THE COMPANY'S BOARD OF DIRECTORS, IN ANY EMPLOYEE
BENEFIT PLAN [INCLUDING BUT NOT LIMITED TO LIFE INSURANCE PLANS, STOCK OPTION
PLANS, GROUP HOSPITALIZATION, HEALTH, DENTAL CARE (WHICH HEALTH INSURANCE SHALL
ALSO COVER EXECUTIVE'S DEPENDENTS) PROFIT SHARING, PENSION AND OTHER BENEFIT
PLANS], AS MAY BE ADOPTED OR AMENDED BY THE COMPANY FROM TIME-TO-TIME.
5.
TERMINATION.
SUBJECT TO THE NOTICE AND OTHER PROVISIONS OF THIS
SECTION 5, THE COMPANY SHALL HAVE THE RIGHT TO TERMINATE THE EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY, AND THE EXECUTIVE SHALL HAVE THE RIGHT TO RESIGN
FROM SUCH EMPLOYMENT, AT ANY TIME AND FOR NO STATED REASON.
2
(A)
DISABILITY.
THE COMPANY SHALL HAVE THE
RIGHT TO TERMINATE THE EMPLOYMENT OF THE EXECUTIVE UNDER THIS AGREEMENT FOR
DISABILITY IN THE EVENT EXECUTIVE SUFFERS AN INJURY, ILLNESS OR INCAPACITY OF
SUCH CHARACTER AS TO SUBSTANTIALLY DISABLE HIM FROM PERFORMING HIS DUTIES
WITHOUT REASONABLE ACCOMMODATION BY THE COMPANY HEREUNDER FOR A PERIOD OF MORE
THAN SIXTY (60) CONSECUTIVE DAYS PROVIDED THAT DURING SUCH 60 DAY PERIOD THE
COMPANY SHALL HAVE GIVEN AT LEAST TEN (10) DAYS WRITTEN NOTICE OF TERMINATION;
PROVIDED FURTHER, HOWEVER, THAT IF THE EXECUTIVE IS ELIGIBLE TO RECEIVE
DISABILITY PAYMENTS PURSUANT TO A DISABILITY POLICY PAID FOR BY THE COMPANY, THE
EXECUTIVE SHALL ASSIGN SUCH BENEFITS TO THE COMPANY FOR ALL PERIODS AS TO WHICH
HE IS RECEIVING FULL PAYMENT UNDER THIS AGREEMENT.
(B)
DEATH.
THIS AGREEMENT SHALL TERMINATE UPON