OF ANY SUBSIDIARY, IF APPLICABLE.
(C)
DURING THE CONTINUATION PERIOD, THE
EXECUTIVE SHALL DEVOTE SUBSTANTIALLY ALL HIS FULL WORKING TIME, ENERGY AND
EFFORTS TO THE BUSINESS OF THE COMPANY AND
SHALL BE BASED IN THE COMPANY'S
EXECUTIVE OFFICES IN
DEDHAM, MA.
DURING THE TRANSITION PERIOD, THE EXECUTIVE
SHALL BE AVAILABLE TO ASSIST THE CEO AND OTHER EXECUTIVE LEVEL EMPLOYEES
ON
CORPORATE FINANCE, TRANSITION AND OTHER SPECIAL PROJECTS AS REASONABLY REQUESTED
BY THE CEO, IT BEING EXPECTED THAT HE SHALL DEVOTE AN AVERAGE OF TEN HOURS PER
WEEK TO THE BUSINESS OF THE COMPANY DURING SUCH PERIOD.
DURING THE TRANSITION
PERIOD THE EXECUTIVE SHALL BE ALLOWED TO "TELECOMMUTE" AND SHALL NOT BE REQUIRED
TO BE BASED IN THE COMPANY'S EXECUTIVE OFFICES IN DEDHAM, MA.
(D)
THE EXECUTIVE REPRESENTS TO THE COMPANY
THAT
(I) THE EXECUTIVE HAS THE LEGAL CAPACITY TO EXECUTE AND PERFORM THIS
AGREEMENT AND (II) THAT HE IS NOT CURRENTLY SUBJECT TO OR BOUND BY ANY
EMPLOYMENT AGREEMENT, NON-COMPETITION COVENANT, NON-DISCLOSURE AGREEMENT OR
OTHER AGREEMENT, COVENANT, UNDERSTANDING OR RESTRICTION OF ANY NATURE WHATSOEVER
WHICH WOULD PROHIBIT THE EXECUTIVE FROM EXECUTING THIS AGREEMENT AND PERFORMING
FULLY HIS DUTIES AND RESPONSIBILITIES HEREUNDER, OR WHICH WOULD IN ANY MANNER,
DIRECTLY OR INDIRECTLY, MATERIALLY LIMIT THE DUTIES AND RESPONSIBILITIES WHICH
IT IS NOW REASONABLY FORESEEABLE MAY NOW OR IN THE FUTURE BE ASSIGNED TO THE
EXECUTIVE BY THE CEO OR THE BOARD.
(E)
THE EXECUTIVE SHALL AT ALL TIMES COMPLY IN
ALL MATERIAL RESPECTS WITH POLICIES AND PROCEDURES ADOPTED BY THE COMPANY
APPLICABLE TO EXECUTIVES OF THE COMPANY, INCLUDING WITHOUT LIMITATION,
PROCEDURES AND POLICIES REGARDING CONFLICTS OF INTEREST.
3.
COMPENSATION.
FOR ALL SERVICES
RENDERED BY THE EXECUTIVE IN ANY CAPACITY DURING THE EMPLOYMENT TERM, INCLUDING
WITHOUT LIMITATION, SERVICES AS AN OFFICER, DIRECTOR, OR MEMBER OF ANY COMMITTEE
OF THE COMPANY, OR ANY SUBSIDIARY, AFFILIATE OR DIVISION THEREOF, THE EXECUTIVE
SHALL BE COMPENSATED AS FOLLOWS (SUBJECT, IN EACH CASE, TO THE PROVISIONS OF
SECTION 11 BELOW):
(A)
BASE SALARY.
DURING THE EMPLOYMENT TERM,
THE COMPANY SHALL PAY TO THE EXECUTIVE A BASE SALARY ON AN ANNUALIZED BASIS (THE
"BASE SALARY") OF $200,400.
THE BASE SALARY SHALL BE PAYABLE IN ACCORDANCE WITH
THE CUSTOMARY PAYROLL PRACTICES OF THE COMPANY.
(B)
BONUS.
IN ADDITION TO THE BASE SALARY
PROVIDED HEREIN, THE EXECUTIVE SHALL BE ENTITLED TO PARTICIPATE IN, AND MAY
RECEIVE PERFORMANCE BONUS PAYMENTS UNDER, SUCH ANNUAL BONUS PLAN OR PLANS AS THE
COMPENSATION COMMITTEE OF THE BOARD MAY ESTABLISH FROM TIME TO TIME FOR SENIOR
EXECUTIVE OFFICERS OF THE COMPANY, INCLUDING FOR FISCAL 2006 AND FOR THAT
PORTION OF THE CONTINUATION PERIOD IN FISCAL 2007,
IT BEING AGREED, HOWEVER,
THAT ANY SUCH BONUS PLAN APPLICABLE TO THE EXECUTIVE RELATED TO FISCAL 2007
SHALL RELATE TO THE CONTINUATION PERIOD, AND BE PRO RATED ACCORDINGLY, AND THAT
CONTINUED EMPLOYMENT ON DECEMBER 31, 2007 IS NOT A CONDITION TO THE PAYMENT
THEREOF.
ANY SUCH PERFORMANCE BONUS OR BONUSES SHALL BE DETERMINED IN THE SOLE
DISCRETION OF THE COMPENSATION COMMITTEE OF THE BOARD.
WITHOUT LIMITING THE
GENERALITY OF THE