CAPACITIES: (I) DILIGENTLY PERFORM SUCH
DUTIES AND FULFILL SUCH RESPONSIBILITIES AS ARE NORMALLY ASSOCIATED WITH SUCH
POSITIONS AND WITH SUCH OTHER POSITIONS AS OTHERWISE MAY BE ASSIGNED TO THE
EXECUTIVE FROM TIME TO TIME IN ACCORDANCE WITH THIS AGREEMENT; (II) SERVE THE
COMPANY AND MDI TO THE BEST OF HIS ABILITY IN THE CAPACITIES DESCRIBED HEREUNDER
OR ASSUMED PURSUANT HERETO AND DEVOTE ALL OF HIS
2
BUSINESS EFFORT, TIME, ATTENTION, ENERGY, AND SKILL TO THE DUTIES OF EMPLOYMENT
HEREUNDER (SUBJECT TO (A) THE POLICIES OF THE COMPANY WITH RESPECT TO VACATIONS
AND ABSENCES DUE TO ILLNESS, GOVERNMENT SERVICES, SABBATICALS, ETC. AND
(B) EXECUTIVE'S RIGHT TO MAKE AND SUPERVISE INVESTMENTS ON A PERSONAL OR FAMILY
BASIS (INCLUDING TRUSTS, FUNDS AND INVESTMENT ENTITIES IN WHICH EXECUTIVE OR
MEMBERS OF HIS FAMILY HAVE AN INTEREST) SO LONG AS THESE ACTIVITIES DO NOT
RESULT IN ANY MATERIAL DEVIATION FROM EXECUTIVE'S DUTY TO DEVOTE HIS FULL
BUSINESS EFFORT, TIME, ATTENTION, ENERGY AND SKILL TO HIS DUTIES OR MATERIALLY
INTERFERE WITH THE PERFORMANCE OF HIS DUTIES HEREUNDER OR VIOLATE ANY
NONCOMPETITION OR OTHER FIDUCIARY OBLIGATIONS EXECUTIVE HAS TO COMPANY OR ANY OF
ITS AFFILIATES); (III) FAITHFULLY, LOYALLY, AND INDUSTRIOUSLY PERFORM HIS
DUTIES; (IV) DILIGENTLY FOLLOW AND IMPLEMENT ALL LAWFUL MANAGEMENT POLICIES AND
DECISIONS OF THE COMPANY, MDI, PARENT AND ANY OTHER AFFILIATES OF COMPANY THAT
ARE MADE KNOWN TO HIM OR ARE OTHERWISE GENERALLY DISSEMINATED TO EMPLOYEES OR
EXECUTIVE OFFICERS OF THE COMPANY; (V) COMPLY WITH ALL OF THE POLICIES,
PROCEDURES AND REGULATIONS OF THE COMPANY, MDI, AND PARENT THAT ARE GENERALLY
APPLICABLE TO AND GENERALLY DISSEMINATED TO EMPLOYEES, EXECUTIVE OFFICERS OR
MANAGEMENT OF THE COMPANY, AS WELL AS ALL APPLICABLE LAW AND REGULATIONS;
(VI) COMPLY WITH ALL REASONABLE AND LAWFUL REQUESTS AND INSTRUCTIONS MADE BY THE
COMPANY, MDI OR PARENT; (VII) PROVIDE SUCH EXPLANATIONS, INFORMATION AND
ASSISTANCE AS THE COMPANY, MDI OR PARENT MAY REASONABLY REQUIRE; AND
(VIII) TRAVEL FOR BUSINESS PURPOSES TO THE EXTENT REASONABLY NECESSARY OR
APPROPRIATE IN THE PERFORMANCE OF HIS DUTIES.
EXECUTIVE ACKNOWLEDGES THAT HE
HAS RECEIVED AND FAMILIARIZED HIMSELF WITH THE POLICIES AND PROCEDURES OF THE
COMPANY AND ITS PARENT AS SET FORTH IN THE STANDARD OPERATING PROCEDURES MANUAL
FOR THE COMPANY (THE "COMPANY MANUAL").
(E)
EXECUTIVE ACKNOWLEDGES THAT PARENT HAS
DETERMINED THAT, AS OF THE COMMENCEMENT DATE, EXECUTIVE WILL NOT BE AN
"EXECUTIVE OFFICER" OF PARENT FOR PURPOSES OF SECTION 16(B) OF THE SECURITIES
EXCHANGE ACT.
EXECUTIVE FURTHER ACKNOWLEDGES THAT SUCH DETERMINATION IS SUBJECT
TO REVIEW FROM TIME TO TIME BY PARENT AND THAT SUCH STATUS IS SUBJECT TO CHANGE
EITHER AS A RESULT OF CHANGES IN PARENT, THE COMPANY OR MDI, OR IN THE
EXECUTIVE'S DUTIES WITH ANY OF THEM OR IN APPLICABLE RULES AND REGULATIONS.
3.
SITUS OF EXECUTIVE AND MDI.
Executive shall render his services hereunder initially from offices located in
Fort Worth, Texas until his relocation to Atlanta, Georgia or its proximate
vicinity (including Alpharetta, Georgia).
Until the operations of MDI are
relocated from Fort Worth, Texas to the Company's headquarters in Alpharetta,
Georgia,