TRADE SECRET AS DEFINED BY THE LAWS OF THE STATE OF GEORGIA 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 EXECUTIVE OFFICER AND PRESIDENT 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 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
BOARD OF DIRECTORS; AND (II) TIMELY PREPARE AND FORWARD TO THE BOARD OF
DIRECTORS ALL REPORTS AND ACCOUNTINGS AS MAY BE REASONABLY REQUESTED OF YOU.
3.
TERM.
THE TERM HEREOF COMMENCED ON JUNE 25, 2007, SHALL
CONTINUE FOR A PERIOD OF THREE (3) YEARS FROM SUCH DATE 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 EIGHT HUNDRED THOUSAND DOLLARS ($800,000)
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.
6
(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.
(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 ONE HUNDRED PERCENT (100%) OF YOUR ELIGIBLE EARNINGS (THE
"ANNUAL TARGET BONUS"), WITH THE ABILITY TO EARN 50 PERCENT (50%) (THRESHOLD) TO
ONE HUNDRED FIFTY PERCENT (150%) (MAXIMUM) OF YOUR ANNUAL TARGET BONUS IF THE
BONUS CRITERIA FOR SUCH ANNUAL PERIOD, AS SET BY THE BOARD OF DIRECTORS OF THE
COMPANY, ARE SATISFIED (THE "TARGET BONUS PAYMENT"); PROVIDED THAT IF SUCH