TO EMPLOY THE EXECUTIVE UNDER THIS AGREEMENT, AND THE EXECUTIVE ACCEPTS SUCH
EMPLOYMENT, FOR THE TERM OF EMPLOYMENT.
THE TERM OF EMPLOYMENT SHALL COMMENCE
ON THE EFFECTIVE DATE AND SHALL END ON THE THIRD ANNIVERSARY THEREOF.
ON THE
THIRD ANNIVERSARY OF THE EFFECTIVE DATE, AND ON EVERY SUCCESSIVE ONE YEAR
ANNIVERSARY THEREAFTER, THE TERM OF EMPLOYMENT SHALL AUTOMATICALLY BE RENEWED ON
THE SAME TERMS AND CONDITIONS SET FORTH HEREIN AS MODIFIED FROM TIME TO TIME BY
THE PARTIES FOR ADDITIONAL ONE-YEAR PERIODS, UNLESS EITHER PARTY GIVES THE OTHER
PARTY WRITTEN NOTICE OF THE ELECTION NOT TO RENEW THE TERM OF EMPLOYMENT AT
LEAST 60 DAYS' PRIOR TO ANY SUCH RENEWAL DATE, WHEREUPON THE EXECUTIVE'S
EMPLOYMENT SHALL TERMINATE ON THE ANNIVERSARY DATE UNDER THE TERMS OF THIS
AGREEMENT.
FOR THE AVOIDANCE OF DOUBT, IN NO EVENT SHALL SUCH NON-RENEWAL BY
THE COMPANY OF THE TERM OF EMPLOYMENT BE DEEMED A TERMINATION BY THE COMPANY OF
THE EXECUTIVE'S EMPLOYMENT HEREUNDER.
NOTWITHSTANDING THE FOREGOING, THE TERM
OF EMPLOYMENT MAY BE EARLIER TERMINATED IN ACCORDANCE WITH THE PROVISIONS SET
FORTH IN SECTION 8.
3.
POSITIONS, DUTIES, AND
RESPONSIBILITIES.
(A)
DURING THE TERM OF EMPLOYMENT, THE
EXECUTIVE SHALL BE EMPLOYED AS THE CHIEF FINANCIAL OFFICER AND EXECUTIVE VICE
PRESIDENT OF EACH OF HOLDINGS AND FINANCIAL, AND SHALL PERFORM SUCH NORMAL
DUTIES, RESPONSIBILITIES, FUNCTIONS AND AUTHORITY AND EXERCISE SUCH POWERS AS
ARE INCIDENT TO SUCH OFFICES.
THE EXECUTIVE, IN CARRYING OUT HIS EXECUTIVE
DUTIES UNDER THIS AGREEMENT, SHALL REPORT TO THE CHIEF EXECUTIVE OFFICER OF SUCH
COMPANIES AND SHALL DEVOTE HIS BEST EFFORTS AND HIS FULL BUSINESS TIME AND
ATTENTION (EXCEPT FOR PERMITTED VACATION PERIODS AND REASONABLE PERIODS OF
ILLNESS OR OTHER INCAPACITY) TO THE BUSINESS AND AFFAIRS OF THE COMPANY.
THE
EXECUTIVE SHALL PERFORM HIS DUTIES AND RESPONSIBILITIES TO THE COMPANY HEREUNDER
TO THE BEST OF HIS ABILITIES IN A DILIGENT, TRUSTWORTHY, PROFESSIONAL AND
EFFICIENT MANNER AND SHALL COMPLY WITH THE COMPANY'S POLICIES AND PROCEDURES IN
ALL MATERIAL RESPECTS.
(B)
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, NOTHING SHALL PRECLUDE THE EXECUTIVE FROM (I) SERVING ON THE BOARDS OF
DIRECTORS OF A REASONABLE NUMBER OF OTHER CORPORATIONS OR THE BOARDS OF A
REASONABLE NUMBER OF TRADE ASSOCIATIONS AND/OR CHARITABLE ORGANIZATIONS
(PROVIDED THAT IN EACH SUCH CASE THE EXECUTIVE SHALL GIVE THE BOARD AT LEAST 10
BUSINESS DAYS' ADVANCE WRITTEN NOTICE OF THE EXECUTIVE'S INTENTION TO SERVE ON
ANY SUCH BOARD AND, IF THE BOARD REASONABLY OBJECTS THERETO, THE EXECUTIVE
AGREES NOT TO SERVE ON SUCH BOARD), (II) ENGAGING IN CHARITABLE ACTIVITIES AND
COMMUNITY AFFAIRS, INCLUDING POLITICAL ACTIVITIES, AND (III) MANAGING HIS
PERSONAL INVESTMENTS AND AFFAIRS, PROVIDED THAT SUCH ACTIVITIES DO NOT
MATERIALLY
5
INTERFERE WITH THE PROPER PERFORMANCE OF HIS DUTIES AND RESPONSIBILITIES AS THE
CHIEF FINANCIAL OFFICER AND EXECUTIVE VICE PRESIDENT OF EACH OF HOLDINGS AND
FINANCIAL.
4.
BASE SALARY.
THE EXECUTIVE SHALL BE
PAID AN ANNUAL BASE SALARY OF $400,000 PER ANNUM, OR SUCH HIGHER RATE AS THE
COMPENSATION COMMITTEE MAY DETERMINE FROM TIME TO TIME (AS ADJUSTED FROM TIME TO
TIME, THE