OF SECTION 3 HEREOF.
2.
COMPENSATION.
FOR ALL SERVICES RENDERED BY EMPLOYEE, THE COMPANY
SHALL COMPENSATE EMPLOYEE AS FOLLOWS:
(A)
BASE SALARY.
THE BASE SALARY PAYABLE TO EMPLOYEE SHALL BE
$250,000 PER YEAR, PAYABLE ON A REGULAR BASIS IN ACCORDANCE WITH THE COMPANY'S
STANDARD PAYROLL PROCEDURES BUT NOT LESS THAN BI-WEEKLY.
EMPLOYEE SHALL ALSO BE
ENTITLED TO A SUPPLEMENTAL SALARY OPPORTUNITY OF $25,000 PAYABLE AT SUCH TIME
AND ON SUCH TERMS AS AGREED TO BY EMPLOYEE AND THE COMPANY AS PART OF THE
COMPANY'S 2002 COMPENSATION AND INCENTIVE BONUS PLAN (SUCH BASE SALARY AND
SUPPLEMENTAL SALARY OPPORTUNITY ARE REFERRED TO HEREIN AS THE "TOTAL BASE SALARY
OPPORTUNITY."
(B)
INCENTIVE BONUS PLAN.
EMPLOYEE SHALL BE ELIGIBLE FOR A BONUS
OPPORTUNITY OF UP TO 75% OF HIS TOTAL BASE SALARY OPPORTUNITY 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 BY THE BOARD
OR THE COMPENSATION COMMITTEE THEREOF.
(C)
EXECUTIVE PERQUISITES, BENEFITS AND OTHER COMPENSATION.
EMPLOYEE
SHALL BE ENTITLED TO RECEIVE ADDITIONAL BENEFITS FROM THE COMPANY IN SUCH FORM
AND TO SUCH EXTENT AS DETERMINED FROM TIME TO TIME BY THE COMPANY.
3.
NON-COMPETITION AGREEMENT.
(A)
SUBJECT TO SECTIONS 5(D) AND (E) 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 OR INDIRECTLY, FOR HIMSELF
OR ON BEHALF OF OR IN CONJUNCTION WITH ANY OTHER PERSON, COMPANY, PARTNERSHIP,
CORPORATION, BUSINESS OR ENTITY OF WHATEVER NATURE:
(I)
ENGAGE, AS AN OFFICER, DIRECTOR, SHAREHOLDER, OWNER, PARTNER,
JOINT VENTURER, OR IN A MANAGERIAL CAPACITY, WHETHER AS AN EMPLOYEE, INDEPENDENT
CONTRACTOR, CONSULTANT OR ADVISOR, OR AS A SALES REPRESENTATIVE, IN ANY BUSINESS
SELLING ANY PRODUCTS OR SERVICES IN DIRECT COMPETITION WITH THE COMPANY, WITHIN
100 MILES OF (I) THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY OR (II) ANY
PLACE TO WHICH THE COMPANY PROVIDES PRODUCTS OR SERVICES OR IN WHICH THE COMPANY
(INCLUDING THE SUBSIDIARIES THEREOF) IS IN THE PROCESS OF INITIATING BUSINESS
OPERATIONS DURING THE TERM OF THIS COVENANT (THE "TERRITORY");
(II)
CALL UPON, HIRE, ATTEMPT TO HIRE, CONTACT OR SOLICIT WITH RESPECT
TO HIRING (FOR
2
EMPLOYEE OR ON BEHALF OF ANOTHER) ANY PERSON WHO IS, AT THAT TIME, OR WHO HAS
BEEN WITHIN ONE (1) YEAR PRIOR TO THAT TIME, AN EMPLOYEE OF THE COMPANY
(INCLUDING THE SUBSIDIARIES THEREOF) IN A MANAGERIAL OR SALES CAPACITY, PROVIDED
THAT EMPLOYEE SHALL BE PERMITTED TO CALL UPON AND HIRE ANY MEMBER OF HIS
IMMEDIATE FAMILY;
(III)
CALL UPON, SOLICIT, DIVERT OR TAKE AWAY OR ATTEMPT TO CALL UPON,
SOLICIT, DIVERT OR TAKE AWAY ANY PERSON OR ENTITY WHICH IS, AT THAT TIME, OR
WHICH HAS BEEN, WITHIN ONE (1) YEAR PRIOR TO THAT TIME, A CUSTOMER OF THE
COMPANY (INCLUDING THE SUBSIDIARIES THEREOF) FOR THE PURPOSE