AND ATTENTION.
EXCLUDING ANY PERIODS OF VACATION AND SICK
LEAVE TO WHICH THE EXECUTIVE IS ENTITLED, THE EXECUTIVE SHALL DEVOTE
SUBSTANTIALLY ALL OF HIS ATTENTION AND TIME DURING NORMAL WORKING HOURS TO THE
BUSINESS AND AFFAIRS OF THE COMPANY AND ITS AFFILIATES.
IT SHALL NOT BE
CONSIDERED A VIOLATION OF THE FOREGOING, HOWEVER, FOR THE EXECUTIVE TO (I) SERVE
ON CORPORATE, INDUSTRY, EDUCATIONAL, RELIGIOUS, CIVIC, OR CHARITABLE BOARDS OR
COMMITTEES OR (II) MAKE AND ATTEND TO PASSIVE PERSONAL INVESTMENTS IN SUCH FORM
AS WILL NOT REQUIRE ANY MATERIAL TIME OR ATTENTION TO THE OPERATIONS THEREOF
DURING NORMAL WORKING TIME AND WILL NOT VIOLATE THE PROVISIONS OF SECTION 10
HEREOF, SO LONG AS SUCH ACTIVITIES IN CLAUSES (I) AND (II) DO NOT MATERIALLY
INTERFERE WITH THE PERFORMANCE OF THE EXECUTIVE'S RESPONSIBILITIES AS AN
EMPLOYEE OF THE COMPANY IN ACCORDANCE WITH THIS AGREEMENT OR VIOLATE SECTION 10
OF THIS AGREEMENT.
3.
COMPENSATION.
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH BELOW, THE
EXECUTIVE'S COMPENSATION SHALL BE DETERMINED BY, AND IN THE SOLE DISCRETION OF,
THE BOARD.
(A)
ANNUAL BASE SALARY.
SUBJECT TO ADJUSTMENT PURSUANT TO THIS
SUBSECTION 3(A), THE EXECUTIVE SHALL RECEIVE AN ANNUAL BASE SALARY OF $350,000
DURING THE TERM OF EMPLOYMENT (THE ANNUAL BASE SALARY IN EFFECT FROM TIME TO
TIME, "ANNUAL BASE SALARY").
THE ANNUAL BASE SALARY SHALL BE PAYABLE IN
ACCORDANCE WITH THE COMPANY'S REGULAR PAYROLL PRACTICE FOR ITS SENIOR OFFICERS,
AS IN EFFECT FROM TIME TO TIME.
THE ANNUAL BASE SALARY SHALL BE REVIEWED FROM
TIME TO TIME, BUT NOT LESS FREQUENTLY THAN ANNUALLY, AND, IN THE SOLE DISCRETION
OF THE BOARD, MAY BE ADJUSTED BUT NOT DECREASED BELOW THE AMOUNT SET FORTH IN
THE FIRST SENTENCE OF THIS SUBSECTION 3(A).
TO THE EXTENT ANNUAL BASE SALARY IS
ADJUSTED, THEN SUCH ADJUSTED SALARY SHALL BE THE EXECUTIVE'S ANNUAL BASE SALARY
FOR ALL PURPOSES OF THIS AGREEMENT.
(B)
ANNUAL BONUS PLAN.
THE EXECUTIVE SHALL HAVE AN OPPORTUNITY TO
RECEIVE ANNUAL BONUSES DURING THE TERM OF EMPLOYMENT (THE "ANNUAL BONUS"),
SUBJECT TO SUCH TERMS AND CONDITIONS AS THE BOARD OR A DELEGATEE THEREOF SHALL
PRESCRIBE.
THE EXECUTIVE'S MAXIMUM TARGET ANNUAL BONUS OPPORTUNITY SHALL BE
EQUAL TO 30% OF HIS ANNUAL BASE SALARY, IT BEING UNDERSTOOD THAT THE ACTUAL
ANNUAL BONUS RECEIVED BY THE EXECUTIVE WILL DEPEND ON THE LEVEL OF ATTAINMENT OF
PERFORMANCE AND OTHER FACTORS USED BY THE COMPANY TO DETERMINE ANNUAL BONUS
AMOUNTS AND THAT THERE IS NO GUARANTEE THAT AN ANNUAL BONUS WILL BE EARNED.
(C)
SIGN-ON EQUITY:
THE EXECUTIVE SHALL BE ENTITLED TO RECEIVE A
ONE-TIME, SIGN-ON EQUITY GRANT VALUED IN THE AMOUNT OF $175,000 PRICED AS OF THE
EFFECTIVE DATE OF THIS AGREEMENT AND VESTING IN EQUAL INSTALLMENTS OVER THREE
(3) YEARS.
(D)
EMPLOYEE BENEFITS; FRINGE BENEFITS.
IN ADDITION TO THE FOREGOING,
DURING THE TERM OF EMPLOYMENT,
(I)
TO THE EXTENT NOT DUPLICATIVE OF THE SPECIFIC BENEFITS PROVIDED
HEREIN, THE EXECUTIVE SHALL BE ELIGIBLE TO PARTICIPATE IN ALL INCENTIVE
COMPENSATION, RETIREMENT, SUPPLEMENTAL RETIREMENT, AND DEFERRED COMPENSATION
PLANS, POLICIES AND ARRANGEMENTS THAT ARE PROVIDED GENERALLY TO