THEN
HOLD.
(C)
DURING THE EMPLOYMENT TERM, THE EXECUTIVE SHALL DEVOTE
SUBSTANTIALLY ALL HER FULL WORKING TIME, ENERGY AND EFFORTS TO THE BUSINESS OF
THE COMPANY; PROVIDED, HOWEVER, THAT THE EXECUTIVE SHALL BE ALLOWED, TO THE
EXTENT THAT SUCH ACTIVITIES DO NOT MATERIALLY INTERFERE WITH THE PERFORMANCE OF
HER DUTIES AND RESPONSIBILITIES HEREUNDER, TO MANAGE HER PERSONAL AND FAMILY
FINANCIAL AND LEGAL AFFAIRS AND TO SERVE ON CIVIC, NOT-FOR-PROFIT AND CHARITABLE
INDUSTRY BOARDS AND ADVISORY COMMITTEES.
THE EXECUTIVE SHALL ONLY SERVE ON
FOR-PROFIT CORPORATE BOARDS OF DIRECTORS AND ADVISORY COMMITTEES IF APPROVED IN
ADVANCE, IN WRITING, BY THE CHIEF EXECUTIVE OFFICER OR THE BOARD.
(D)
THE EXECUTIVE REPRESENTS TO THE COMPANY THAT
(I) THE EXECUTIVE
HAS THE LEGAL CAPACITY TO EXECUTE AND PERFORM THIS AGREEMENT AND (II) THAT SHE
IS NOT CURRENTLY SUBJECT TO OR BOUND BY ANY EMPLOYMENT AGREEMENT,
NON-COMPETITION COVENANT, NON-DISCLOSURE AGREEMENT OR OTHER AGREEMENT, COVENANT,
UNDERSTANDING OR RESTRICTION OF ANY NATURE WHATSOEVER WHICH WOULD PROHIBIT THE
EXECUTIVE FROM EXECUTING THIS AGREEMENT AND PERFORMING FULLY HER DUTIES AND
RESPONSIBILITIES HEREUNDER, OR WHICH WOULD IN ANY MANNER, DIRECTLY OR
INDIRECTLY, MATERIALLY LIMIT THE DUTIES AND RESPONSIBILITIES WHICH IT IS NOW
REASONABLY FORESEEABLE MAY NOW OR IN THE FUTURE BE ASSIGNED TO THE EXECUTIVE BY
THE CHIEF EXECUTIVE OFFICER OR THE BOARD.
(E)
THE EXECUTIVE SHALL AT ALL TIMES COMPLY IN ALL MATERIAL RESPECTS
WITH POLICIES AND PROCEDURES ADOPTED BY THE COMPANY APPLICABLE TO EXECUTIVES OF
THE COMPANY, INCLUDING WITHOUT LIMITATION, PROCEDURES AND POLICIES REGARDING
CONFLICTS OF INTEREST.
3.
COMPENSATION.
FOR ALL SERVICES RENDERED BY THE EXECUTIVE IN ANY
CAPACITY DURING THE EMPLOYMENT TERM, INCLUDING WITHOUT LIMITATION, SERVICES AS
AN OFFICER, DIRECTOR, OR MEMBER OF ANY COMMITTEE OF THE COMPANY, OR ANY
SUBSIDIARY, AFFILIATE OR DIVISION THEREOF, THE EXECUTIVE SHALL BE COMPENSATED AS
FOLLOWS (SUBJECT, IN EACH CASE, TO THE PROVISIONS OF SECTION 11 BELOW):
(A)
BASE SALARY.
DURING THE EMPLOYMENT TERM, THE COMPANY SHALL PAY TO
THE EXECUTIVE A BASE SALARY ON AN ANNUALIZED BASIS (THE "BASE SALARY") AS
FOLLOWS: (I) FOR THE PERIOD FROM APRIL 1, 2007 THROUGH MARCH 31, 2008, $187,500;
(II) FOR THE PERIOD FROM APRIL 1, 2008 THROUGH MARCH 31, 2009, $195,000; AND
(III) FOR THE PERIOD FROM APRIL 1, 2009 THROUGH MARCH 31, 2010, $202,500.
THE
TERM "BASE SALARY" AS USED IN THIS AGREEMENT SHALL REFER TO BASE SALARY IN
EFFECT FOR THE APPLICABLE PERIOD SET FORTH IN THE IMMEDIATELY PRECEDING
SENTENCE.
THE BASE SALARY SHALL BE PAYABLE IN ACCORDANCE WITH THE CUSTOMARY
PAYROLL PRACTICES OF THE COMPANY. IF, DURING THE EMPLOYMENT TERM, THE COMPANY
CONSUMMATES ANY MATERIAL ACQUISITIONS OR SIMILAR TRANSACTIONS WHICH INCREASE THE
SIZE AND SCOPE OF THE COMPANY'S BUSINESS, THE COMPENSATION COMMITTEE OF THE
BOARD SHALL CONVENE AS PROMPTLY AS REASONABLY PRACTICABLE FOR THE PURPOSE OF
DISCUSSING WHETHER OR NOT IT IS APPROPRIATE TO INCREASE THE EXECUTIVE'S BASE
SALARY; PROVIDED, HOWEVER, THAT NO SUCH INCREASE SHALL BE REQUIRED.
(B)
BONUS.
IN ADDITION TO THE BASE SALARY PROVIDED HEREIN, THE
EXECUTIVE SHALL BE ENTITLED TO PARTICIPATE IN, AND MAY RECEIVE PERFORMANCE BONUS