ON THE DATE OF THIS AGREEMENT AND AS SUCH LAWS ARE
AMENDED FROM TIME TO TIME THEREAFTER.
(T)
"VOTING STOCK" MEANS THE THEN OUTSTANDING SECURITIES OF AN ENTITY
ENTITLED TO VOTE GENERALLY IN THE ELECTION OF MEMBERS OF THAT ENTITY'S BOARD OF
DIRECTORS.
2.
EMPLOYMENT; DUTIES.
(A)
THE COMPANY AGREES TO EMPLOY YOU AS CHIEF OPERATING OFFICER OF THE
COMPANY WITH THE DUTIES AND RESPONSIBILITIES GENERALLY ASSOCIATED WITH SUCH
POSITION AND SUCH OTHER REASONABLE ADDITIONAL RESPONSIBILITIES AND POSITIONS AS
MAY BE ADDED TO YOUR DUTIES FROM TIME TO TIME BY THE CHIEF EXECUTIVE OFFICER,
THE PRESIDENT OF THE COMPANY (EXCLUDING A PRESIDENT OF ANY DIVISION OF THE
COMPANY) OR THE BOARD OF DIRECTORS CONSISTENT WITH YOUR POSITION.
(B)
DURING YOUR EMPLOYMENT HEREUNDER, YOU SHALL (I) DILIGENTLY FOLLOW AND
IMPLEMENT ALL COMPANY EMPLOYEE POLICIES AND ALL MANAGEMENT POLICIES AND
DECISIONS COMMUNICATED TO YOU BY THE CHIEF EXECUTIVE OFFICER, THE PRESIDENT OR
THE BOARD OF DIRECTORS; AND (II) TIMELY PREPARE AND FORWARD TO THE CHIEF
EXECUTIVE OFFICER, THE PRESIDENT OR THE BOARD OF DIRECTORS ALL REPORTS AND
ACCOUNTINGS AS MAY BE REASONABLY REQUESTED OF YOU.
3.
TERM.
THE TERM HEREOF COMMENCED ON AUGUST 27, 2007, CONTINUED
FOR A PERIOD OF ONE (1) YEAR, WAS EXTENDED FOR AN ADDITIONAL YEAR FROM THE
ANNIVERSARY OF AUGUST 27, 2007 AND SHALL BE AUTOMATICALLY EXTENDED FROM
YEAR-TO-YEAR THEREAFTER UNLESS TERMINATED IN ACCORDANCE WITH SECTION 6 HEREOF
(THE "TERM").
4.
COMPENSATION.
(A)
(1)
YOU SHALL BE PAID AN ANNUAL BASE SALARY OF NOT LESS THAN FOUR
HUNDRED AND SIXTEEN THOUSAND DOLLARS ($416,000) PER YEAR (THE "BASE SALARY").
THE BASE SALARY SHALL ACCRUE AND BE DUE AND PAYABLE IN EQUAL, OR AS NEARLY EQUAL
AS PRACTICABLE, BIWEEKLY INSTALLMENTS AND THE COMPANY MAY DEDUCT FROM EACH SUCH
INSTALLMENT ALL AMOUNTS REQUIRED TO BE DEDUCTED AND WITHHELD IN ACCORDANCE WITH
APPLICABLE FEDERAL AND STATE INCOME, FICA AND OTHER WITHHOLDING TAX
REQUIREMENTS.
(2)
THE BASE SALARY SHALL BE REVIEWED BY THE BOARD OF DIRECTORS AT LEAST ONCE
DURING EACH YEAR OF THE TERM AND MAY BE INCREASED FROM TIME TO TIME AND AT ANY
TIME BY THE BOARD OF DIRECTORS.
THE BASE SALARY SHALL IN NO EVENT BE REDUCED OR
DECREASED BELOW THE HIGHEST LEVEL ATTAINED AT ANY TIME BY YOU, UNLESS YOU AND
THE BOARD OF DIRECTORS AGREE TO IMPLEMENT A SALARY REDUCTION PROGRAM FOR COST
ABATEMENT PURPOSES.
6
(3)
AS THE TERM BEGINS ON OTHER THAN THE FIRST BUSINESS DAY OF A CALENDAR MONTH
AND AS THE TERM HEREOF SHALL TERMINATE ON OTHER THAN THE LAST DAY OF A CALENDAR
MONTH, YOUR COMPENSATION FOR SUCH MONTH SHALL BE PRORATED ACCORDING TO THE
NUMBER OF DAYS DURING SUCH MONTH THAT OCCUR WITHIN THE TERM.
(B)
FOR EACH FISCAL YEAR OF THE COMPANY, YOU SHALL BE ENTITLED TO RECEIVE
AN ANNUAL TARGET BONUS OPPORTUNITY IN AN AMOUNT EQUAL TO SIXTY-FIVE PERCENT
(65%) OF YOUR ELIGIBLE EARNINGS (THE "ANNUAL TARGET BONUS"), WITH THE ABILITY TO
EARN FIFTY PERCENT (50%) (THRESHOLD) TO ONE HUNDRED FIFTY PERCENT (150%)
(MAXIMUM) OF YOUR ANNUAL TARGET