THE BASE SALARY PAYABLE TO
EMPLOYEE SHALL BE $308,000 PER YEAR, PAYABLE ON A REGULAR BASIS IN ACCORDANCE
WITH THE COMPANY'S STANDARD PAYROLL PROCEDURES BUT NOT LESS THAN BI-WEEKLY.
ON
AT LEAST AN ANNUAL BASIS, THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD")
WILL REVIEW EMPLOYEE'S PERFORMANCE AND MAY MAKE INCREASES TO SUCH BASE SALARY
IF, IN ITS DISCRETION, ANY SUCH INCREASE IS WARRANTED. SUCH RECOMMENDED INCREASE
WOULD, IN ALL LIKELIHOOD, REQUIRE APPROVAL BY THE BOARD OR A DULY CONSTITUTED
COMMITTEE THEREOF.
(B)
INCENTIVE BONUS PLAN.
EMPLOYEE SHALL BE
ELIGIBLE FOR A BONUS OPPORTUNITY OF UP TO 65% OF HIS ANNUAL BASE SALARY IN
ACCORDANCE WITH THE COMPANY'S INCENTIVE BONUS PLAN AS MODIFIED FROM TIME TO
TIME, PAYABLE IN CASH AND/OR EQUITY OF THE COMPANY (AT THE COMPANY'S
DISCRETION).
THE BONUS PAYMENT AND THE COMPANY'S TARGETED PERFORMANCE SHALL BE
DETERMINED AND APPROVED BY THE BOARD OR THE COMPENSATION COMMITTEE THEREOF.
(C)
EXECUTIVE PERQUISITES, BENEFITS AND OTHER
COMPENSATION.
EMPLOYEE SHALL BE ENTITLED TO RECEIVE ADDITIONAL BENEFITS AND
COMPENSATION FROM THE COMPANY IN SUCH FORM AND TO SUCH EXTENT AS SPECIFIED
BELOW:
(I)
PAYMENT OF ALL PREMIUMS FOR COVERAGE FOR
EMPLOYEE AND HIS DEPENDENT FAMILY MEMBERS UNDER HEALTH, HOSPITALIZATION,
DISABILITY, DENTAL, LIFE AND OTHER INSURANCE PLANS THAT THE COMPANY MAY HAVE IN
EFFECT FROM TIME TO TIME, AND NOT LESS FAVORABLE THAN THE BENEFITS PROVIDED TO
OTHER COMPANY EXECUTIVES.
(II)
REIMBURSEMENT FOR ALL BUSINESS TRAVEL AND
OTHER OUT-OF-POCKET EXPENSES REASONABLY INCURRED BY EMPLOYEE IN THE PERFORMANCE
OF HIS SERVICES PURSUANT TO THIS AGREEMENT.
ALL REIMBURSABLE EXPENSES SHALL BE
APPROPRIATELY DOCUMENTED IN REASONABLE DETAIL BY EMPLOYEE UPON SUBMISSION OF ANY
REQUEST FOR REIMBURSEMENT, AND IN A FORMAT AND MANNER CONSISTENT WITH THE
COMPANY'S EXPENSE REPORTING POLICY.
(III)
FOUR (4) WEEKS PAID VACATION FOR EACH YEAR
DURING THE PERIOD OF EMPLOYMENT OR SUCH GREATER AMOUNT AS MAY BE AFFORDED
OFFICERS AND KEY EMPLOYEES GENERALLY UNDER THE COMPANY'S POLICIES IN EFFECT FROM
TIME TO TIME (PRORATED FOR ANY YEAR IN WHICH EMPLOYEE IS EMPLOYED FOR LESS THAN
THE FULL YEAR).
(IV)
AN AUTOMOBILE ALLOWANCE IN THE AMOUNT OF
$1,000 PER MONTH.
2
(V)
THE COMPANY SHALL PROVIDE EMPLOYEE WITH
OTHER EXECUTIVE PERQUISITES AS MAY BE AVAILABLE TO OR DEEMED APPROPRIATE FOR
EMPLOYEE BY THE BOARD AND PARTICIPATION IN ALL OTHER COMPANY-WIDE EMPLOYEE
BENEFITS AS AVAILABLE FROM TIME TO TIME, WHICH WILL INCLUDE PARTICIPATION IN THE
COMPANY'S INCENTIVE COMPENSATION PLAN.
(VI)
PARTICIPATION IN THE COMPANY'S 401(K) PLAN AND
NON-QUALIFIED PLAN.
(VII)
THE COMPANY SHALL REIMBURSE EMPLOYEE UP TO
$6,000 PER YEAR FOR EXPENDITURES ON HEALTH COSTS, INSURANCE, FINANCIAL PLANNING
OR TAX PLANNING BENEFITS (OR SIMILAR BENEFITS, OR SUCH OTHER BENEFITS AT THE
DISCRETION OF THE COMPANY) OR CLUB DUES, ALL AS SELECTED BY EMPLOYEE.
3.
NON-COMPETITION AGREEMENT.
(A)
SUBJECT TO SECTIONS 5(D) AND (F) AND
SECTION 12, EMPLOYEE WILL NOT, DURING THE PERIOD OF HIS EMPLOYMENT BY OR WITH
THE COMPANY, AND FOR A PERIOD OF TWO (2) YEARS IMMEDIATELY FOLLOWING THE
TERMINATION OF HIS EMPLOYMENT WITH THE COMPANY, FOR ANY REASON WHATSOEVER,
DIRECTLY