Company
on the terms and conditions set forth herein.
It is understood and agreed by
the Company and Employee that this Agreement does not contain any promise or
representation concerning the duration of Employee's employment with the
Company.
Employee specifically acknowledges that his employment with the
Company is "at-will" and may be terminated by Employee or the Company at any
time pursuant to Section 8 below.
SECTION 3.
POSITION, DUTIES AND RESPONSIBILITIES; PLACE OF
PERFORMANCE.
(A)
EMPLOYEE SHALL BE EMPLOYED AND SERVE AS THE PRESIDENT AND CHIEF
EXECUTIVE OFFICER OF THE COMPANY (TOGETHER WITH SUCH OTHER POSITION OR POSITIONS
CONSISTENT WITH EMPLOYEE'S TITLE AS THE BOARD SHALL SPECIFY FROM TIME TO TIME)
AND SHALL HAVE SUCH DUTIES TYPICALLY ASSOCIATED WITH SUCH TITLE.
SUBJECT TO THE
FOREGOING, EMPLOYEE ALSO AGREES TO SERVE AS AN OFFICER AND/OR DIRECTOR OF THE
COMPANY OR ANY PARENT OR SUBSIDIARY OF THE COMPANY, AS SPECIFIED BY THE BOARD,
IN EACH CASE WITHOUT ADDITIONAL COMPENSATION.
EMPLOYEE SHALL REPORT DIRECTLY
AND EXCLUSIVELY TO THE BOARD.
IN ADDITION, THE COMPANY SHALL PROMPTLY APPOINT
EMPLOYEE TO THE BOARD AND THEREAFTER NOMINATE EMPLOYEE AS A NOMINEE FOR ELECTION
TO THE BOARD AND SOLICIT PROXIES FOR HIS ELECTION FOR SO LONG AS HE CONTINUES TO
SERVE AS PRESIDENT AND CHIEF EXECUTIVE OFFICER.
(B)
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT,
EMPLOYEE SHALL DEVOTE HIS FULL BUSINESS TIME, ATTENTION, AND EFFORTS TO THE
PERFORMANCE OF HIS DUTIES UNDER THIS AGREEMENT AND SHALL NOT ENGAGE IN ANY OTHER
BUSINESS OR OCCUPATION DURING HIS EMPLOYMENT WITH THE COMPANY PURSUANT TO THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY ACTIVITY THAT (X) CONFLICTS WITH
THE INTERESTS OF THE COMPANY OR ITS SUBSIDIARIES, (Y) INTERFERES WITH THE PROPER
AND EFFICIENT PERFORMANCE OF HIS DUTIES FOR THE COMPANY, OR (Z) INTERFERES WITH
THE EXERCISE OF HIS JUDGMENT IN THE COMPANY'S BEST INTERESTS.
NOTWITHSTANDING
THE FOREGOING, NOTHING HEREIN SHALL PRECLUDE EMPLOYEE FROM (I) SERVING, WITH THE
PRIOR WRITTEN CONSENT OF THE BOARD, AS A MEMBER OF THE BOARD OF DIRECTORS OR
ADVISORY BOARDS (OR THEIR EQUIVALENTS IN THE CASE OF A NON-CORPORATE ENTITY) OF
NON-COMPETING BUSINESSES AND CHARITABLE ORGANIZATIONS, (II) ENGAGING IN
CHARITABLE ACTIVITIES AND COMMUNITY AFFAIRS, AND (III) SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH IN SECTION 10 HEREOF, MANAGING HIS PERSONAL INVESTMENTS AND
AFFAIRS; PROVIDED, HOWEVER, THAT THE ACTIVITIES SET OUT IN CLAUSES (I), (II) AND
(III) SHALL BE LIMITED BY EMPLOYEE SO AS NOT TO MATERIALLY INTERFERE,
INDIVIDUALLY OR IN THE AGGREGATE, WITH THE PERFORMANCE OF HIS DUTIES AND
RESPONSIBILITIES HEREUNDER.
5
SECTION 4.
COMPENSATION.
EMPLOYEE SHALL BE ENTITLED TO THE
FOLLOWING COMPENSATION:
(A)
BASE SALARY.
EMPLOYEE SHALL BE PAID AN ANNUALIZED BASE SALARY,
PAYABLE IN ACCORDANCE WITH THE REGULAR PAYROLL PRACTICES OF THE COMPANY, OF NOT
LESS THAN $450,000.
SUCH BASE SALARY SHALL BE REVIEWED ANNUALLY, AND SHALL BE
SUBJECT TO SUCH ANNUAL INCREASES, IF ANY, AS SHALL BE DETERMINED BY THE BOARD.
(B)
ANNUAL BONUS.
EMPLOYEE SHALL BE ELIGIBLE FOR AN ANNUAL INCENTIVE
BONUS AWARD DETERMINED BY THE BOARD IN