TO IN
WRITING BY SUCH EMPLOYER(S) OR RELATED ENTITY AND THEN ONLY WITH THE PRIOR
WRITTEN AUTHORIZATION OF COMPANY. FOR PURPOSES OF THIS AGREEMENT, "PERSON" MEANS
AN INDIVIDUAL, A PARTNERSHIP, A LIMITED LIABILITY COMPANY, A CORPORATION, AN
ASSOCIATION, A JOINT STOCK COMPANY, A TRUST, A JOINT VENTURE, AN UNINCORPORATED
ORGANIZATION, AND/OR A GOVERNMENTAL ENTITY OR ANY DEPARTMENT, AGENCY, OR
POLITICAL SUBDIVISION THEREOF.
2.4
UNDERSTANDS AGREEMENT. EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS
READ THIS AGREEMENT BEFORE SIGNING IT, HAS HAD THE OPPORTUNITY TO CONSULT WITH
AND BE ADVISED BY COUNSEL ABOUT IT, AND FULLY UNDERSTANDS ITS PURPOSES, TERMS,
AND PROVISIONS, WHICH EXECUTIVE HEREBY EXPRESSLY ACKNOWLEDGES TO BE REASONABLE
IN ALL RESPECTS.
2.5
MATERIAL BREACH. EXECUTIVE ACKNOWLEDGES THAT ANY BREACH OF
SECTION 2 (INCLUDING SUBPARTS) BY EXECUTIVE WILL CONSTITUTE A MATERIAL BREACH OF
THIS AGREEMENT.
3.
Duties and Responsibilities.
3.1
VP OF INTERNATIONAL SALES. DURING THE EMPLOYMENT TERM, EXECUTIVE'S
DUTIES AND RESPONSIBILITIES WILL BE THOSE TYPICALLY PERFORMED BY A VP OF
INTERNATIONAL SALES OF A NATIONWIDE COMMERCIAL ENTERPRISE IN THE BUSINESS, AND
OTHERWISE AS REASONABLY AND LAWFULLY DIRECTED BY THE BOARD, ITS DESIGNEE, THE
CEO OR THE CEO'S DESIGNEE. COMPANY MAY ADJUST THE DUTIES AND RESPONSIBILITIES OF
THE EXECUTIVE NOTWITHSTANDING THE SPECIFIC TITLE SET FORTH IN SECTION 1.1, BASED
UPON COMPANY'S NEEDS FROM TIME TO TIME. EXECUTIVE WILL DEVOTE SUBSTANTIALLY ALL
OF EXECUTIVE'S BUSINESS TIME, ENERGY, AND SKILL TO PERFORMING THE SERVICES AND
WILL PERFORM ALL OBLIGATIONS HEREUNDER DILIGENTLY, FAITHFULLY, AND TO THE BEST
OF EXECUTIVE'S ABILITIES, EXCEPT DURING TIMES OF VACATION, ILLNESS, INCAPACITY,
OR OTHER APPROVED LEAVE. IT SHALL NOT BE A VIOLATION OF THIS AGREEMENT FOR THE
EXECUTIVE TO SERVE ON INDUSTRY, CIVIC, COMMUNITY, CHARITABLE, RELIGIOUS,
EDUCATIONAL OR FOR-PROFIT BOARDS SO LONG AS SUCH SERVICE IS WITH THE APPROVAL OF
THE BOARD OR THE CEO AND DOES NOT UNREASONABLY INTERFERE WITH THE EXECUTIVE'S
PERFORMANCE OF HIS DUTIES HEREUNDER. EXECUTIVE SHALL STRICTLY ADHERE TO AND OBEY
ALL APPLICABLE POLICIES AND PRACTICES NOW IN EFFECT OR SUBSEQUENTLY PROMULGATED
OR REVISED GOVERNING THE CONDUCT OF EMPLOYEES OF COMPANY. IN THE EVENT OF
CONFLICT OR INCONSISTENCY BETWEEN THIS AGREEMENT AND THE EMPLOYEE POLICIES AND
WRITTEN MANUALS OF COMPANY, THE TERMS OF THIS AGREEMENT SHALL GOVERN.
3.2
BOARD. DURING THE EMPLOYMENT TERM, EXECUTIVE SHALL SERVE, IF
ELECTED OR APPOINTED, AS AN OFFICER OF ANY SUBSIDIARY OR AFFILIATE OF PARENT.
2
4.
Employment Term; Termination.
4.1
EMPLOYMENT TERM. SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT COMMENCES ON THE
EFFECTIVE DATE, AND WILL CONTINUE THROUGH AND UNTIL DECEMBER 31, 2009 (THE
"EMPLOYMENT TERM"), SUBJECT TO PRIOR TERMINATION PURSUANT TO THE PROVISIONS OF
SECTION 4.2. THE EMPLOYMENT TERM WILL AUTOMATICALLY RENEW FOR A PERIOD OF ONE
(1) YEAR (A "RENEWAL TERM") BEGINNING ON JANUARY 1, 2010, AND THEREAFTER ON EACH
ANNIVERSARY OF SUCH DATE, WITHOUT THE NEED FOR ANY ACTION BY EITHER PARTY,
UNLESS EXECUTIVE'S EMPLOYMENT IS TERMINATED IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 4.2. FOR THE PURPOSES OF THIS AGREEMENT:
(A) THE TERM "EMPLOYMENT TERM"
INCLUDES ANY RENEWAL TERM