THE CEO; PROVIDED,
HOWEVER, THAT NOTHING HEREIN SHALL BE INTERPRETED TO PRECLUDE EXECUTIVE, SO LONG
AS THERE IS NO MATERIAL INTERFERENCE WITH HIS DUTIES HEREUNDER, FROM (I)
PARTICIPATING AS AN OFFICER OR DIRECTOR OF, OR ADVISOR TO, ANY CHARITABLE OR
OTHER TAX-EXEMPT ORGANIZATION OR OTHERWISE ENGAGING IN CHARITABLE, FRATERNAL OR
TRADE GROUP ACTIVITIES; (II) INVESTING AND MANAGING HIS ASSETS AS A PASSIVE
INVESTOR IN OTHER ENTITIES OR BUSINESS VENTURES; PROVIDED THAT HE PERFORMS NO
MANAGEMENT OR SIMILAR ROLE (OR, IN THE CASE OF INVESTMENTS OTHER THAN REAL
ESTATE INVESTMENTS, HE PERFORMS A MANAGEMENT ROLE COMPARABLE TO THE ROLE THAT A
SIGNIFICANT
LIMITED PARTNER WOULD HAVE, BUT PERFORMS NO DAY-TO-DAY MANAGEMENT OR SIMILAR
ROLE) WITH RESPECT TO SUCH ENTITIES OR VENTURES AND SUCH INVESTMENT DOES NOT
VIOLATE SECTION 8 HEREOF; AND PROVIDED, FURTHER, THAT, IN ANY CASE IN WHICH
ANOTHER PARTY INVOLVED IN THE INVESTMENT HAS A MATERIAL BUSINESS RELATIONSHIP
WITH THE EMPLOYER, EXECUTIVE SHALL GIVE NOTICE PRIOR WRITTEN NOTICE TO THE
MANAGING MEMBER AND THE CEO; OR (III) SERVING AS A MEMBER OF THE BOARD OF
DIRECTORS OF A FOR-PROFIT CORPORATION WITH THE APPROVAL OF THE CEO AND THE
MANAGING MEMBER.
(C)
TRAVEL.
IN PERFORMING HIS DUTIES HEREUNDER, EXECUTIVE
SHALL BE AVAILABLE FOR ALL REASONABLE TRAVEL AS THE NEEDS OF THE EMPLOYER'S
BUSINESS MAY REQUIRE.
3.
COMPENSATION AND BENEFITS.
IN CONSIDERATION OF EXECUTIVE'S SERVICES
HEREUNDER, THE EMPLOYER SHALL COMPENSATE EXECUTIVE AS PROVIDED IN THIS
AGREEMENT, AND THE CORPORATION SHALL HAVE THE OBLIGATIONS AS SET FORTH HEREIN.
(A)
BASE SALARY.
THE EMPLOYER SHALL PAY EXECUTIVE AN
AGGREGATE MINIMUM ANNUAL SALARY AT THE RATE OF $350,000 PER ANNUM DURING THE
EMPLOYMENT PERIOD ("BASE SALARY").
BASE SALARY SHALL BE PAYABLE BI-WEEKLY IN
ACCORDANCE WITH THE EMPLOYER'S NORMAL BUSINESS PRACTICES AND SHALL BE REVIEWED
BY THE MANAGING MEMBER AT LEAST ANNUALLY (FOR PURPOSES OF POSSIBLE, UPWARD, BUT
NOT DOWNWARD, ADJUSTMENT).
(B)
INCENTIVE COMPENSATION/BONUSES.
IN ADDITION TO BASE
SALARY, DURING THE EMPLOYMENT PERIOD, EXECUTIVE SHALL BE ELIGIBLE FOR AND SHALL
RECEIVE FROM THE EMPLOYER SUCH DISCRETIONARY ANNUAL BONUSES AS THE MANAGING
MEMBER, IN ITS SOLE DISCRETION, MAY DEEM APPROPRIATE TO REWARD EXECUTIVE FOR JOB
PERFORMANCE; PROVIDED, HOWEVER, THAT EXECUTIVE'S ANNUAL PERFORMANCE BONUS SHALL
NOT BE LESS THAN $250,000 (THE "MINIMUM BONUS").
IN ADDITION, EXECUTIVE SHALL
BE ELIGIBLE TO PARTICIPATE IN ANY OTHER BONUS OR INCENTIVE COMPENSATION PLANS IN
EFFECT WITH RESPECT TO SENIOR EXECUTIVE OFFICERS OF THE EMPLOYER.
IF THE TERM
OF THIS AGREEMENT IS EXTENDED UNDER THE PENULTIMATE SENTENCE OF SECTION 1, AND
EXECUTIVE'S EMPLOYMENT TERMINATES AS OF THE EXPIRATION OF THE TERM AS SO
EXTENDED, THEN (I) UPON SUCH TERMINATION OF EMPLOYMENT, EXECUTIVE SHALL RECEIVE
(WITHOUT DUPLICATION) AN AMOUNT EQUAL TO (A) $250,000 MULTIPLIED BY (B) A
FRACTION (X) THE NUMERATOR OF WHICH IS THE NUMBER OF DAYS IN THE FISCAL YEAR OF
TERMINATION DURING WHICH EXECUTIVE WAS EMPLOYED AND (Y) THE DENOMINATOR OF WHICH
IS 365, AND (II) NO OTHER BONUS-RELATED AMOUNTS SHALL BE PAYABLE UNDER THIS
SECTION 3(B) FOR THE FISCAL YEAR OF TERMINATION.
(C)
EQUITY-BASED AWARDS.
IN THE DISCRETION