HEREUNDER.
3.3
EXECUTIVE MAY ELECT TO DEFER ANY PORTION OF
HIS BASE SALARY INTO AN APPROVED, EMPLOYER SPONSORED DEFERRED COMPENSATION PLAN;
PROVIDED THAT EMPLOYER HAS NO OBLIGATION TO PROVIDE SUCH A DEFERRED COMPENSATION
PLAN.
ALL BASE SALARY, WHETHER OR NOT DEFERRED, SHALL BE DEEMED TO BE EARNED
AND IMMEDIATELY VESTED UPON DISTRIBUTION TO EXECUTIVE OR DEFERRAL INTO A
DEFERRED COMPENSATION PLAN.
3.4
THERE SHALL BE NO INFLATION OR ANY OTHER
AUTOMATIC ADJUSTMENTS TO ANY OF THE COMPENSATION PAID TO EXECUTIVE UNDER THIS
AGREEMENT.
3.5
EMPLOYER SHALL HAVE THE RIGHT TO DEDUCT FROM
THE COMPENSATION DUE TO EXECUTIVE HEREUNDER ANY AND ALL SUMS REQUIRED FOR SOCIAL
SECURITY AND WITHHOLDING TAXES AND FOR ANY OTHER FEDERAL, STATE, OR LOCAL TAX OR
CHARGE WHICH MAY BE IN EFFECT OR HEREAFTER ENACTED OR REQUIRED AS A CHARGE ON
THE COMPENSATION OF EXECUTIVE.
3.6
DURING THE PERIOD THAT EXECUTIVE IS EMPLOYED
HEREUNDER, EMPLOYER SHALL PAY TO EXECUTIVE AN AUTOMOBILE ALLOWANCE IN THE AMOUNT
OF $1,000 PER MONTH (PRORATED FOR ANY PARTIAL MONTH DURING THE EMPLOYMENT
PERIOD).
4.
Non-Competition.
4.1
AT ALL TIMES DURING EXECUTIVE'S EMPLOYMENT
HEREUNDER, AND IN CONSIDERATION FOR ANY AND ALL PAYMENTS AND BENEFITS PROVIDED
TO EXECUTIVE PURSUANT TO THIS AGREEMENT, EXECUTIVE SHALL NOT, DIRECTLY OR
INDIRECTLY, ENGAGE OR PARTICIPATE IN, PREPARE OR SET UP, ASSIST OR HAVE ANY
INTEREST IN ANY PERSON, PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY,
FIRM, ASSOCIATION, OR OTHER BUSINESS ORGANIZATION, ENTITY OR ENTERPRISE (WHETHER
AS AN EMPLOYEE, OFFICER, DIRECTOR, MEMBER, AGENT, SECURITY HOLDER, CREDITOR,
CONSULTANT OR OTHERWISE) THAT ENGAGES IN ANY ACTIVITY IN THOSE GEOGRAPHIC AREAS
WHERE EMPLOYER CONDUCTS THE BUSINESS, WHICH ACTIVITY IS THE SAME AS, SIMILAR TO,
OR COMPETITIVE WITH ANY ACTIVITY NOW ENGAGED IN BY EMPLOYER OR ITS AFFILIATES OR
RELATED ENTITIES OR IN ANY WAY RELATING TO THE BUSINESS.
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4.2
NOTHING CONTAINED IN SECTION 4.1 SHALL BE
DEEMED TO PRECLUDE EXECUTIVE FROM PURCHASING OR OWNING, DIRECTLY OR
BENEFICIALLY, AS A PASSIVE INVESTMENT, LESS THAN FIVE PERCENT OF ANY CLASS OF
PUBLICLY TRADED SECURITIES OF ANY ENTITY SO LONG AS EXECUTIVE DOES NOT ACTIVELY
PARTICIPATE IN OR CONTROL, DIRECTLY OR INDIRECTLY, ANY INVESTMENT OR OTHER
DECISIONS WITH RESPECT TO SUCH ENTITY.
5.
NO COMPENSATION FROM RELATED ENTITIES.
WITHOUT PRIOR WRITTEN APPROVAL FROM EMPLOYER'S BOARD OF DIRECTORS, EXECUTIVE
SHALL NOT DIRECTLY OR INDIRECTLY RECEIVE COMPENSATION FROM ANY COMPANY WITH WHOM
EMPLOYER OR ANY OF ITS AFFILIATES (AS "AFFILIATE" IS DEFINED IN RULE 405
PROMULGATED UNDER THE SECURITIES ACT OF 1933) HAS ANY FINANCIAL, BUSINESS OR
AFFILIATED RELATIONSHIP.
6.
CONFIDENTIALITY; NON-SOLICITATION AND
PROPRIETARY RIGHTS.
EXECUTIVE AND EMPLOYER HAVE PREVIOUSLY SIGNED A PROPRIETARY
RIGHTS AND INVENTIONS AGREEMENT IN THE FORM ATTACHED HERETO AS EXHIBIT C (THE
"PROPRIETARY RIGHTS AND INVENTIONS AGREEMENT") AND IT IS AGREED THAT SUCH
AGREEMENT IS TRUE AND CORRECT AND WILL REAIN IN EFFECT DURING THE TERM OF THIS
AGREEMENT.
7.
COPIES OF AGREEMENT.
EXECUTIVE
AUTHORIZES EMPLOYER TO SEND A COPY OF THE PROPRIETARY RIGHTS AND INVENTIONS
AGREEMENT TO ANY AND ALL FUTURE EMPLOYERS WHICH EXECUTIVE MAY HAVE, AND TO ANY
AND ALL PERSONS,