NINETY (90) DAYS PRIOR TO JANUARY 3, 2010 (AND ANY
12-MONTH EXTENSION OF THE TERM), THE COMPANY MAY OFFER TO EXTEND THE TERM FOR AN
ADDITIONAL 12-MONTH PERIOD ON SUCH TERMS AND CONDITIONS AS MAY BE SPECIFIED IN
THE OFFER (WHICH MAY BE ON THE SAME TERMS AND CONDITIONS AS PROVIDED HEREIN). IF
EXECUTIVE DESIRES TO ACCEPT SUCH OFFER, HE SHALL NOTIFY THE COMPANY IN WRITING
WITHIN THIRTY (30) DAYS OF RECEIPT OF THE OFFER AND THE AGREEMENT SHALL BE
EXTENDED ON THE TERMS AND CONDITIONS AGREED UPON. IF EXECUTIVE'S EMPLOYMENT IS
TERMINATED BY THE COMPANY OR EXECUTIVE TERMINATES HIS EMPLOYMENT PRIOR TO
JANUARY 3, 2010, HIS RIGHTS WILL BE DETERMINED IN ACCORDANCE WITH SECTION 5 OF
THIS AGREEMENT, AS MODIFIED BY SUBSECTION 2(E) BELOW.
(D)
IF EXECUTIVE REMAINS ACTIVELY EMPLOYED BY THE COMPANY UNTIL THE
END OF THE TERM (WHETHER SUCH DATE IS JANUARY 3, 2010, OR A LATER DATE AT THE
END OF ANY AGREED UPON EXTENSION PURSUANT TO SECTION 2(C) OF THIS AGREEMENT),
THE COMPANY SHALL PROVIDE EXECUTIVE WITH A CONSULTING AGREEMENT ("CONSULTING
AGREEMENT") WITH THE FOLLOWING TERMS:
(I)
THE CONSULTING AGREEMENT SHALL BE FOR A PERIOD COMMENCING JANUARY
4, 2010 AND ENDING DECEMBER 31, 2011 (OR BEGINNING ON HIS LATER TERMINATION DATE
RESULTING FROM ANY MUTUALLY AGREED UPON EXTENSION(S) OF THE INITIAL TERM
PURSUANT TO SECTION 2(C) OF THIS AGREEMENT AND ENDING TWO (2) YEARS LATER). THE
PERIOD OF THE CONSULTING AGREEMENT MAY ONLY BE TERMINATED EARLIER BY THE COMPANY
IN THE EVENT OF EXECUTIVE'S DEATH, DISABILITY, TERMINATION FOR
3
CAUSE (AS DEFINED IN SECTION 6.2 BELOW) OR EXECUTIVE'S VOLUNTARY TERMINATION OF
SERVICE DURING THE TWO-YEAR PERIOD OF THE CONSULTING AGREEMENT.
(II)
EXECUTIVE'S TITLE DURING THE PERIOD OF THE CONSULTING AGREEMENT
WILL BE MUTUALLY AGREED UPON BETWEEN EXECUTIVE AND THE COMPANY. BECAUSE OF HIS
EXTENSIVE EXPERIENCE AND PERSONAL RELATIONSHIPS WITH MAJOR CUSTOMERS AND HIS
PERSONAL RELATIONSHIPS WITH PERSONS IN CHINA, HIS DUTIES WILL BE TO MAINTAIN AND
ASSIST IN MANAGING RELATIONSHIPS WITH MAJOR CUSTOMERS, TO ATTEND, AND
PARTICIPATE AS A COMPANY REPRESENTATIVE AT, TRADE SHOWS, AND TO CONSULT AND
ADVISE ON PRODUCTS, SERVICES AND MANUFACTURING FACILITIES, INCLUDING, WITHOUT
LIMITATION, THE RESPONSIBILITY TO ARRANGE AND ORGANIZE CUSTOMER OUTINGS
(HUNTING, FISHING, GOLF, ETC.), MAKING BUSINESS TRIPS TO VISIT THE COMPANY'S
LARGEST CUSTOMERS AND THE COMPANY'S INTERNATIONAL OPERATIONS, AND PROVIDING THE
BOARD AND SENIOR COMPANY EXECUTIVES WITH CONSULTATION AND ADVICE ON BUSINESS
MATTERS AFFECTING THE COMPANY. EXECUTIVE WILL BE AN INDEPENDENT CONTRACTOR WITH
RESPECT TO THE COMPANY AND NOT AN EMPLOYEE.
(III)
EXECUTIVE WILL BE PAID AN ANNUAL RETAINER OF $200,000 FOR HIS
CONSULTING SERVICES, FOR WHICH AMOUNT HE WILL BE AVAILABLE TO PERFORM SERVICES
UP TO TEN (10) DAYS PER MONTH. THE BOARD OF DIRECTORS AND EXECUTIVE WILL AGREE
ON THE DAYS EXECUTIVE WILL BE PERFORMING SERVICES UNDER THE CONSULTING
AGREEMENT. THE COMPANY MAY REQUEST EXECUTIVE TO PERFORM SERVICES FOR ADDITIONAL
DAYS PER MONTH AT THE RATE OF $1,600 PER DAY.
Executive will be paid his consulting fees monthly. Executive will also be
reimbursed for the reasonable