TIME AT THE DISCRETION OF THE CORPORATION.
THE
EXECUTIVE AGREES THAT HE WILL BE REGULARLY PRESENT AT THE CORPORATION'S
PRINCIPAL EXECUTIVE OFFICES, SUBJECT TO TRAVEL IN THE COURSE OF PERFORMING HIS
DUTIES FOR THE CORPORATION.
2.
PERIOD OF EMPLOYMENT.
SUBJECT TO
EARLIER TERMINATION AS PROVIDED IN SECTION 3.5, THE "PERIOD OF EMPLOYMENT" SHALL
BE A PERIOD OF THREE (3) YEARS COMMENCING ON MARCH 1, 2008 (THE "COMMENCEMENT
DATE") AND ENDING AT THE CLOSE OF BUSINESS ON THE THIRD (3RD) ANNIVERSARY OF THE
COMMENCEMENT DATE (THE "TERMINATION DATE"); PROVIDED, HOWEVER, THAT THIS
AGREEMENT SHALL BE AUTOMATICALLY RENEWED, AND THE PERIOD OF EMPLOYMENT SHALL BE
AUTOMATICALLY EXTENDED FOR ONE (1) ADDITIONAL YEAR ON EACH OF THE SECOND, THIRD,
FOURTH AND FIFTH ANNIVERSARIES OF THE COMMENCEMENT DATE, UNLESS EITHER PARTY
GIVES NOTICE, IN WRITING, PRIOR TO SUCH ANNIVERSARY THAT THE PERIOD OF
EMPLOYMENT SHALL NOT BE EXTENDED (OR FURTHER EXTENDED, AS THE CASE MAY BE).
THE
TERM "PERIOD OF EMPLOYMENT" SHALL INCLUDE ANY EXTENSION THEREOF PURSUANT TO THE
PRECEDING SENTENCE.
PROVISION OF NOTICE THAT THE PERIOD OF EMPLOYMENT SHALL NOT
BE EXTENDED OR FURTHER EXTENDED, AS THE CASE MAY BE, SHALL NOT CONSTITUTE A
BREACH OF THIS AGREEMENT AND SHALL NOT CONSTITUTE "GOOD REASON" FOR PURPOSES OF
THIS AGREEMENT.
NOTWITHSTANDING THE FOREGOING, THE PERIOD OF EMPLOYMENT IS
SUBJECT TO EARLIER TERMINATION AS PROVIDED BELOW IN THIS AGREEMENT.
3.
Compensation.
3.1
BASE SALARY.
THE EXECUTIVE'S BASE SALARY FOR
THE PERIOD OF EMPLOYMENT (THE "BASE SALARY") SHALL BE AT THE INITIAL RATE OF
SEVEN HUNDRED AND FIFTY THOUSAND DOLLARS ($750,000) PER ANNUM AND SHALL BE PAID
IN ACCORDANCE WITH THE CORPORATION'S REGULAR PAYROLL PRACTICES IN EFFECT FROM
TIME TO TIME, BUT NOT LESS FREQUENTLY THAN IN MONTHLY INSTALLMENTS.
DURING THE
PERIOD OF EMPLOYMENT, THE BOARD WILL REVIEW THE EXECUTIVE'S BASE SALARY ON AN
ANNUAL BASIS (COMMENCING IN 2009) AND MAY, IN ITS DISCRETION, INCREASE (BUT NOT
DECREASE) THE BASE SALARY FROM THE RATE IN EFFECT IMMEDIATELY PRECEDING ANY SUCH
CHANGE.
3.2
ANNUAL INCENTIVE BONUS.
DURING THE PERIOD OF
EMPLOYMENT, THE EXECUTIVE SHALL BE ELIGIBLE TO RECEIVE AN ANNUAL INCENTIVE BONUS
IN AN AMOUNT TO BE DETERMINED BY THE COMPENSATION COMMITTEE OF THE BOARD (THE
"COMPENSATION COMMITTEE") IN GOOD FAITH (THE "INCENTIVE BONUS"); PROVIDED,
HOWEVER, THAT THE EXECUTIVE MUST BE CONTINUOUSLY EMPLOYED WITH THE CORPORATION
THROUGH THE LAST DAY OF A FISCAL YEAR TO BE ELIGIBLE TO RECEIVE AN INCENTIVE
BONUS FOR THAT FISCAL YEAR.
THE EXECUTIVE'S TARGET INCENTIVE BONUS OPPORTUNITY
FOR A FISCAL YEAR SHALL EQUAL ONE HUNDRED PERCENT (100%) OF THE EXECUTIVE'S BASE
SALARY AT THE RATE IN EFFECT ON THE LAST DAY OF SUCH FISCAL YEAR, WITH THE
ACTUAL BONUS AMOUNT FOR ANY SUCH FISCAL YEAR DETERMINED BY THE COMPENSATION
COMMITTEE BASED ON PERFORMANCE TARGETS AND OBJECTIVES (WHICH MAY BE BASED ON THE
PERFORMANCE OF THE CORPORATION AND/OR THE EXECUTIVE'S INDIVIDUAL PERFORMANCE, AS
THE COMPENSATION COMMITTEE MAY DETERMINE), AND ACTUAL PERFORMANCE AGAINST THOSE
3
TARGETS AND OBJECTIVES, AS DETERMINED IN GOOD FAITH BY THE COMPENSATION
COMMITTEE FOR SUCH YEAR, IN CONSULTATION WITH