OF EXECUTIVE'S DUTIES HEREUNDER.
3.3
EXECUTIVE MAY ELECT TO DEFER ANY PORTION OF HIS BASE SALARY INTO
AN APPROVED, EMPLOYER SPONSORED DEFERRED COMPENSATION PLAN; PROVIDED THAT
EMPLOYER HAS NO OBLIGATION TO PROVIDE SUCH A DEFERRED COMPENSATION PLAN.
ALL
BASE SALARY, WHETHER OR NOT DEFERRED, SHALL BE DEEMED TO BE EARNED AND
IMMEDIATELY VESTED UPON DISTRIBUTION TO EXECUTIVE OR DEFERRAL INTO A DEFERRED
COMPENSATION PLAN.
3.4
THERE SHALL BE NO INFLATION OR ANY OTHER AUTOMATIC ADJUSTMENTS TO
ANY OF THE COMPENSATION PAID TO EXECUTIVE UNDER THIS AGREEMENT.
3.5
EMPLOYER SHALL HAVE THE RIGHT TO DEDUCT FROM THE COMPENSATION DUE
TO EXECUTIVE HEREUNDER ANY AND ALL SUMS REQUIRED FOR SOCIAL SECURITY AND
WITHHOLDING TAXES AND FOR ANY OTHER FEDERAL, STATE, OR LOCAL TAX OR CHARGE WHICH
MAY BE IN EFFECT OR HEREAFTER ENACTED OR REQUIRED AS A CHARGE ON THE
COMPENSATION OF EXECUTIVE.
3.6
DURING THE PERIOD THAT EXECUTIVE IS EMPLOYED HEREUNDER, EMPLOYER
SHALL PAY TO EXECUTIVE AN AUTOMOBILE ALLOWANCE IN THE AMOUNT OF $1,000 PER MONTH
(PRORATED FOR ANY PARTIAL MONTH DURING THE EMPLOYMENT PERIOD).
4.
Non-Competition.
4.1
AT ALL TIMES DURING EXECUTIVE'S EMPLOYMENT HEREUNDER, AND IN
CONSIDERATION FOR ANY AND ALL PAYMENTS AND BENEFITS PROVIDED TO EXECUTIVE
PURSUANT TO THIS AGREEMENT, EXECUTIVE SHALL NOT, DIRECTLY OR INDIRECTLY, ENGAGE
OR PARTICIPATE IN, PREPARE OR SET UP, ASSIST OR HAVE ANY INTEREST IN ANY PERSON,
PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY, FIRM, ASSOCIATION, OR OTHER
BUSINESS ORGANIZATION, ENTITY OR ENTERPRISE (WHETHER AS AN EMPLOYEE, OFFICER,
DIRECTOR, MEMBER, AGENT, SECURITY HOLDER, CREDITOR, CONSULTANT OR OTHERWISE)
THAT ENGAGES IN ANY ACTIVITY IN THOSE GEOGRAPHIC AREAS WHERE EMPLOYER CONDUCTS
THE BUSINESS, WHICH ACTIVITY IS THE SAME AS, SIMILAR TO, OR COMPETITIVE WITH ANY
ACTIVITY NOW ENGAGED IN BY EMPLOYER OR ITS AFFILIATES OR RELATED ENTITIES OR IN
ANY WAY RELATING TO THE BUSINESS.
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4.2
NOTHING CONTAINED IN SECTION 4.1 SHALL BE DEEMED TO PRECLUDE
EXECUTIVE FROM PURCHASING OR OWNING, DIRECTLY OR BENEFICIALLY, AS A PASSIVE
INVESTMENT, LESS THAN FIVE PERCENT OF ANY CLASS OF PUBLICLY TRADED SECURITIES OF
ANY ENTITY SO LONG AS EXECUTIVE DOES NOT ACTIVELY PARTICIPATE IN OR CONTROL,
DIRECTLY OR INDIRECTLY, ANY INVESTMENT OR OTHER DECISIONS WITH RESPECT TO SUCH
ENTITY.
5.
NO COMPENSATION FROM RELATED ENTITIES.
WITHOUT PRIOR WRITTEN
APPROVAL FROM EMPLOYER'S BOARD OF DIRECTORS, EXECUTIVE SHALL NOT DIRECTLY OR
INDIRECTLY RECEIVE COMPENSATION FROM ANY COMPANY WITH WHOM EMPLOYER OR ANY OF
ITS AFFILIATES (AS "AFFILIATE" IS DEFINED IN RULE 405 PROMULGATED UNDER THE
SECURITIES ACT OF 1933) HAS ANY FINANCIAL, BUSINESS OR AFFILIATED RELATIONSHIP.
6.
CONFIDENTIALITY; NON-SOLICITATION AND PROPRIETARY RIGHTS.
EXECUTIVE AND EMPLOYER HAVE PREVIOUSLY SIGNED A PROPRIETARY RIGHTS AND
INVENTIONS AGREEMENT IN THE FORM ATTACHED HERETO AS EXHIBIT C (THE "PROPRIETARY
RIGHTS AND INVENTIONS AGREEMENT") AND IT IS AGREED THAT SUCH AGREEMENT IS TRUE
AND CORRECT AND WILL REMAIN IN EFFECT DURING THE TERM OF THIS AGREEMENT.
7.
COPIES OF AGREEMENT.
EXECUTIVE AUTHORIZES EMPLOYER TO SEND A
COPY OF THE PROPRIETARY RIGHTS AND INVENTIONS AGREEMENT TO ANY AND ALL FUTURE
EMPLOYERS WHICH EXECUTIVE MAY HAVE, AND TO ANY