MAY 13, 2007, EMPLOYEE SHALL BE OBLIGATED TO REPAY
THE ENTIRE $65,000.
(C)
EMPLOYEE BENEFITS.
WHILE EMPLOYEE IS EMPLOYED BY THE COMPANY
HEREUNDER, EMPLOYEE WILL BE ENTITLED TO PARTICIPATE IN ALL EMPLOYEE BENEFIT
PLANS AND PROGRAMS OF THE COMPANY TO THE EXTENT THAT EMPLOYEE MEETS THE
ELIGIBILITY REQUIREMENTS FOR EACH INDIVIDUAL PLAN OR PROGRAM.
THESE BENEFIT
PLANS AND PROGRAMS CURRENTLY INCLUDE A 401(K) PLAN AND MEDICAL, LIFE AND
DISABILITY INSURANCE PROGRAMS.
THE COMPANY PROVIDES NO ASSURANCE AS TO THE
ADOPTION OR CONTINUANCE OF ANY PARTICULAR EMPLOYEE BENEFIT PLAN OR PROGRAM.
(D)
EXPENSES.
THE COMPANY WILL REIMBURSE EMPLOYEE FOR ALL REASONABLE
AND NECESSARY OUT-OF-POCKET BUSINESS, TRAVEL AND ENTERTAINMENT EXPENSES INCURRED
BY EMPLOYEE IN THE PERFORMANCE OF THE DUTIES AND RESPONSIBILITIES HEREUNDER,
SUBJECT TO EMPLOYEE'S PROVIDING RECEIPTS AND COMPLYING WITH THE COMPANY'S NORMAL
POLICIES AND PROCEDURES FOR EXPENSE VERIFICATION AND DOCUMENTATION.
(E)
VACATION.
EMPLOYEE WILL RECEIVE FIFTEEN BUSINESS DAYS PAID
VACATION TIME OFF, SUCH TIME TO BE TAKEN WITH THE APPROVAL OF THE CEO OR HIS
DESIGNEE, AT SUCH TIMES SO AS NOT TO DISRUPT THE OPERATIONS OF THE COMPANY.
(F)
AUTOMOBILE ALLOWANCE.
WHILE EMPLOYED BY THE COMPANY HEREUNDER,
THE COMPANY SHALL PROVIDE EMPLOYEE WITH A VEHICLE CLASSIFIED AS E-85 AND WILL
REIMBURSE ALL COST INCURRED IN THE USE OF THAT AUTOMOBILE FOR BUSINESS OR
PERSONAL PURPOSES, INCLUDING WITHOUT LIMITATION THE COSTS OF INSURING,
MAINTAINING AND OPERATING THE AUTOMOBILE.
SUCH AUTOMOBILE PLAN WILL BE
STRUCTURED WITHIN IRS REQUIREMENTS FOR PERSONAL USE OF A COMPANY VEHICLE.
IN
ADDITION TO COMPLYING WITH THE COMPANY'S SUBSTANCE ABUSE POLICY AND TESTING
PROGRAM, EMPLOYEE
SHALL NEVER DRIVE THE VEHICLE WHILE IMPAIRED BY OR UNDER THE
INFLUENCE OF ALCOHOL OR ILLEGAL DRUGS.
(G)
BONUS.
FOR EACH COMPLETE CALENDAR YEAR THAT EMPLOYEE IS EMPLOYED
BY THE COMPANY, EMPLOYEE SHALL BE ELIGIBLE FOR AN ANNUAL BONUS IN THE DISCRETION
OF THE COMPANY'S BOARD OF DIRECTORS.
EMPLOYEE'S ELIGIBILITY FOR ANY SUCH BONUS,
AND THE AMOUNT OF ANY SUCH BONUS THAT IS PAID, SHALL BE BASED UPON AND SUBJECT
TO REASONABLE CRITERIA ESTABLISHED BY
2
THE BOARD OF DIRECTORS.
ANY BONUS EARNED BY EMPLOYEE FOR A CALENDAR YEAR SHALL
BE PAYABLE TO EMPLOYEE NO LATER THAN 60 DAYS FOLLOWING THE CALENDAR YEAR FOR
WHICH THE BONUS WAS EARNED.
EMPLOYEE WILL NOT BE ELIGIBLE FOR A BONUS FOR
PERFORMANCE DURING 2006.
4.
AFFILIATED ENTITIES.
AS USED IN THIS AGREEMENT, "AFFILIATES"
INCLUDES THE COMPANY AND EACH CORPORATION, PARTNERSHIP, LLC OR OTHER ENTITY THAT
CONTROLS THE COMPANY, IS CONTROLLED BY THE COMPANY, OR IS UNDER COMMON CONTROL
WITH THE COMPANY (IN EACH CASE "CONTROL" MEANING THE DIRECT OR INDIRECT
OWNERSHIP OF 50% OR MORE OF ALL OUTSTANDING EQUITY INTERESTS).
5.
CONFIDENTIAL INFORMATION.
EXCEPT AS PERMITTED BY THE COMPANY,
EMPLOYEE WILL NOT AT ANY TIME DIVULGE, FURNISH OR MAKE ACCESSIBLE TO ANYONE OR
USE IN ANY WAY OTHER THAN IN THE ORDINARY COURSE OF THE BUSINESS OF THE COMPANY
OR ITS AFFILIATES, ANY CONFIDENTIAL, PROPRIETARY OR SECRET KNOWLEDGE OR
INFORMATION OF THE COMPANY OR ITS AFFILIATES THAT EMPLOYEE HAS ACQUIRED OR WILL
ACQUIRE ABOUT THE