INCLUDING WITHOUT LIMITATION SECTION 104 OF COMPANY'S EMPLOYMENT
POLICIES AND PROCEDURES MANUAL, TO THE EXTENT THEY ARE NOT IN CONFLICT WITH THIS
AGREEMENT.
3.4.
OTHER OBLIGATIONS.
(A)
BETWEEN EXECUTIVE AND THIRD PARTIES.
EXECUTIVE HEREBY REPRESENTS, WARRANTS AND AGREES: (I) THAT EXECUTIVE HAS THE
FULL RIGHT TO ENTER INTO THIS AGREEMENT AND PERFORM THE SERVICES REQUIRED OF HIM
HEREUNDER, WITHOUT ANY RESTRICTION WHATSOEVER; (II) THAT IN THE COURSE OF
PERFORMING SERVICES HEREUNDER, EXECUTIVE WILL NOT VIOLATE THE TERMS OR
CONDITIONS OF ANY AGREEMENT BETWEEN HIM AND ANY THIRD PARTY OR INFRINGE OR
WRONGFULLY APPROPRIATE ANY PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER
INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON ANYWHERE IN THE WORLD; (III) THAT
EXECUTIVE HAS NOT AND WILL NOT DISCLOSE OR USE DURING HIS EMPLOYMENT BY THE
COMPANY ANY CONFIDENTIAL INFORMATION THAT HE ACQUIRED AS A RESULT OF ANY
PREVIOUS EMPLOYMENT OR CONSULTING ARRANGEMENT OR UNDER A PREVIOUS OBLIGATION OF
CONFIDENTIALITY; AND (IV) THAT EXECUTIVE HAS DISCLOSED TO THE COMPANY IN WRITING
ANY AND ALL CONTINUING OBLIGATIONS TO PREVIOUS EMPLOYERS OR OTHERS THAT REQUIRE
HIM NOT TO DISCLOSE ANY INFORMATION TO THE COMPANY.
(B)
BETWEEN COMPANY AND THIRD PARTIES.
EXECUTIVE ACKNOWLEDGES THAT THE COMPANY FROM TIME TO TIME MAY HAVE AGREEMENTS
WITH OTHER PERSONS, INCLUDING THE GOVERNMENT OF THE UNITED STATES OR OTHER
COUNTRIES AND AGENCIES THEREOF, WHICH IMPOSE OBLIGATIONS OR RESTRICTIONS ON
COMPANY REGARDING INVENTIONS MADE DURING THE COURSE OF WORK THEREUNDER OR
REGARDING THE CONFIDENTIAL NATURE OF SUCH WORK.
EXECUTIVE AGREES TO BE BOUND BY
ALL SUCH OBLIGATIONS AND RESTRICTIONS AND TO TAKE ALL ACTION NECESSARY TO
DISCHARGE THE OBLIGATIONS OF THE COMPANY THEREUNDER.
3.5.
LOCATION.
EXECUTIVE INITIALLY SHALL BE BASED
AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICES IN LANGHORNE, PENNSYLVANIA AND
SHALL MAINTAIN A RESIDENCE WITHIN 75 MILES OF LANGHORNE.
4.
COMPENSATION AND BENEFITS.
4.1.
SALARY.
COMPANY SHALL PAY EXECUTIVE A BASE
SALARY ("SALARY"), PAYABLE IN EQUAL INSTALLMENTS IN ACCORDANCE WITH COMPANY'S
STANDARD SCHEDULE FOR SALARY PAYMENTS TO ITS EXECUTIVE EMPLOYEES, AT AN INITIAL
ANNUAL RATE EQUAL TO $250,000.
EXECUTIVE'S SALARY SHALL BE REVIEWED ANNUALLY BY
THE CHIEF EXECUTIVE OFFICER AND MAY BE INCREASED AT THE BEGINNING OF EACH
CALENDAR YEAR.
4.2.
BONUS.
EXECUTIVE WILL BE ELIGIBLE TO
PARTICIPATE IN COMPANY'S INCENTIVE COMPENSATION PLAN FOR SENIOR MANAGERS (THE
"BONUS PLAN").
ANY BONUS AWARDED UNDER THE BONUS PLAN FOR A GIVEN YEAR ("PLAN
BONUS") WILL BE SUBJECT TO THE TERMS AND CONDITIONS OF THE BONUS PLAN AND BASED
ON (I) COMPANY'S PERFORMANCE DURING SUCH YEAR MEASURED AGAINST ONE OR
2
MORE COMPANY GOALS SET BY THE CHIEF EXECUTIVE OFFICER AT THE BEGINNING OF SUCH
YEAR, AND (II) EXECUTIVE'S PERFORMANCE DURING SUCH YEAR MEASURED AGAINST ONE OR
MORE JOB-SPECIFIC GOALS DETERMINED BY THE CHIEF EXECUTIVE OFFICER AND EXECUTIVE
AT THE BEGINNING OF SUCH YEAR.
EXECUTIVE'S PLAN BONUS FOR A GIVEN YEAR WILL BE
TARGETED AT 35% OF SALARY FOR SUCH YEAR, SUBJECT TO APPROVAL BY THE COMPENSATION
COMMITTEE OF THE BOARD OF DIRECTORS (THE "COMPENSATION COMMITTEE").
4.3.
STOCK OPTIONS.
SUBJECT TO APPROVAL BY THE
COMPENSATION COMMITTEE, THE COMPANY SHALL GRANT