WRITTEN AGREEMENT OR
OTHERWISE), IN A SINGLE TRANSACTION OR A SERIES OF TRANSACTIONS, OF (X) ALL OR A
PREPONDERANCE OF THE ASSETS OR OPERATIONS OF POI, OR ALL OR ANY MATERIAL PORTION
OF ANY OPERATING DIVISION OF POI OR (Y) ALL, SUBSTANTIALLY ALL, OR A MAJORITY OF
THE OUTSTANDING OR NEWLY ISSUED SHARES OF POI'S (OR ANY OF ITS SUBSIDIARY'S)
CAPITAL STOCK (OR ANY SECURITIES CONVERTIBLE INTO, OR OPTIONS, WARRANTS OR OTHER
RIGHTS TO ACQUIRE SUCH CAPITAL STOCK); IN EACH CASE, WHETHER ACCOMPLISHED
OUT-OF-COURT OR THROUGH THE CONFIRMATION OF ANY PLAN OF REORGANIZATION PURSUANT
TO SECTION 1129 OF THE UNITED STATES BANKRUPTCY CODE, WHETHER THE REQUISITE
CONSENTS WERE OBTAINED IN-COURT OR OUT-OF-COURT.
(R)
"RETIREMENT" MEANS EXECUTIVE'S TERMINATION OF HIS EMPLOYMENT ON
OR AFTER HIS ATTAINMENT OF AGE 65.
(S)
"SUBSIDIARY" MEANS ANY CORPORATION OR OTHER ENTITY IN WHICH POI
HAS A DIRECT OR INDIRECT OWNERSHIP INTEREST OF 50% OR MORE OF THE TOTAL COMBINED
VOTING POWER OF THE THEN OUTSTANDING SECURITIES OR INTERESTS OF SUCH CORPORATION
OR OTHER ENTITY ENTITLED TO VOTE GENERALLY IN THE ELECTION OF DIRECTORS OR IN
WHICH POI HAS THE RIGHT TO DIRECTLY OR INDIRECTLY RECEIVE 50% OR MORE OF THE
DISTRIBUTION OF PROFITS OR 50% OR MORE OF THE ASSETS UPON LIQUIDATION OR
DISSOLUTION.
2.
EMPLOYMENT AND DUTIES.
(A)
TERM OF EMPLOYMENT.
THE COMPANY AGREES TO EMPLOY EXECUTIVE, AND EXECUTIVE
AGREES TO ENTER INTO EMPLOYMENT WITH THE COMPANY, IN ACCORDANCE WITH THE TERMS
AND PROVISIONS OF THIS AGREEMENT, FOR THE TERM OF THIS AGREEMENT.
THE EXECUTION
OF THIS AGREEMENT SHALL CONSTITUTE ACCEPTANCE BY EXECUTIVE AND THE COMPANY THAT
EXECUTIVE'S EMPLOYMENT SHALL NOT TERMINATE AS A RESULT OF ANY CHANGE IN CONTROL
PRIOR TO THE DATE HEREOF.
UPON TERMINATION OF EXECUTIVE'S EMPLOYMENT
(REGARDLESS OF WHETHER SUCH TERMINATION CONSTITUTES A QUALIFYING TERMINATION OR
NON-QUALIFYING TERMINATION), EXECUTIVE SHALL BE RELIEVED OF ANY OBLIGATION TO
CONTINUE TO PERFORM THE DUTIES DESCRIBED IN SECTION 2(B) EFFECTIVE AS OF THE
DATE OF TERMINATION.
THE TERMINATION OF THE EMPLOYMENT RELATIONSHIP BY EITHER
PARTY FOR ANY REASON OR FOR NO REASON AT ALL SHALL NOT CONSTITUTE A BREACH OF
THIS AGREEMENT, BUT CERTAIN OBLIGATIONS AND BENEFITS SHALL SURVIVE SUCH
TERMINATION OF EMPLOYMENT AS SET FORTH IN SECTION 19.
(B)
DUTIES.
DURING THE PERIOD OF EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT,
EXECUTIVE SHALL SERVE AS PRESIDENT OF THE COMPANY.
EXECUTIVE SHALL DEVOTE
EXECUTIVE'S FULL BUSINESS TIME AND ATTENTION TO THE AFFAIRS OF THE COMPANY AND
HIS DUTIES AS PRESIDENT OF THE COMPANY.
EXECUTIVE SHALL HAVE SUCH DUTIES AS ARE
APPROPRIATE TO EXECUTIVE'S POSITION AS PRESIDENT OF THE COMPANY, WILL BE
RESPONSIBLE FOR THE FINANCIALS, PLANNING, ORGANIZING, AND DIRECTING THE
DEVELOPMENT OF RELATIONSHIPS WITH DEALERS PROVIDING THEM STATE-OF-THE-ART
RESIDENTIAL, COMMERCIAL, AUDIO, OR VIDEO SERVICES, DEVELOPING MANAGEMENT STAFF
TO OVERSEE DAY TO DAY OPERATIONS AND SHALL HAVE SUCH AUTHORITY AS REQUIRED TO
ENABLE EXECUTIVE TO PERFORM THESE DUTIES.
CONSISTENT WITH THE FOREGOING,
EXECUTIVE
8
shall comply with all reasonable instructions of the Chief Executive Officer and
boards of directors of the Company, POAMI and POI.
Executive