COMPANY RELEASES FINAL EARNINGS FOR THE
PRECEDING FISCAL YEAR (SUCH DATE HEREINAFTER REFERRED TO AS THE "EARNINGS
RELEASE DATE"), AN OPTION TO PURCHASE THAT NUMBER OF SHARES OF COMMON STOCK OF
THE COMPANY, $.01 PAR VALUE PER SHARE (THE "COMMON STOCK") EQUAL TO AN AMOUNT OF
BETWEEN ZERO AND 60,000 WITH A TARGET OF 45,000 (THE ACTUAL NUMBER OF SHARES
SUBJECT TO THE OPTION GRANTED, IF ANY, WILL BE BASED ON THE COMPANY'S
ACHIEVEMENT IN THE APPLICABLE FISCAL YEAR OF CORPORATE AND/OR INDIVIDUAL
PERFORMANCE GOALS APPROVED BY THE COMPANY'S BOARD OF DIRECTORS OR ITS
COMPENSATION COMMITTEE) (THE "OPTIONS"), WHICH AMOUNT SHALL BE SUBJECT TO
EQUITABLE ADJUSTMENT WHENEVER THERE SHALL OCCUR A STOCK SPLIT, COMBINATION,
RECLASSIFICATION OR OTHER SIMILAR EVENT INVOLVING THE COMMON STOCK.
SUCH
OPTIONS SHALL BE EXERCISABLE AT THE CLOSING PRICE OF THE COMMON STOCK AS
REPORTED BY NASDAQ ON THE DATE OF GRANT AND SHALL VEST IMMEDIATELY.
6.
BENEFITS AND EXPENSES.
IN ADDITION TO
THOSE BENEFITS PROVIDED TO SIMILARLY SITUATED EMPLOYEES OF THE COMPANY, EMPLOYEE
SHALL BE ENTITLED TO THOSE EMPLOYEE BENEFITS AS SET FORTH ON SCHEDULE A HERETO,
SUCH BENEFITS TO INCLUDE, BUT NOT LIMITED TO: AN AUTOMOBILE; VACATION; HEALTH,
MAJOR MEDICAL AND HOSPITALIZATION INSURANCE; DISABILITY INSURANCE; LIFE
INSURANCE; EXPENSE REIMBURSEMENT AND PARTICIPATION IN THE COMPANY'S 401(K) PLAN
("BENEFITS").
7.
CONFIDENTIALITY.
EMPLOYEE RECOGNIZES
AND ACKNOWLEDGES THAT THE PROPRIETARY INFORMATION (AS HEREINAFTER DEFINED) IS A
VALUABLE, SPECIAL AND UNIQUE ASSET OF THE BUSINESS OF THE COMPANY.
AS A RESULT,
BOTH DURING THE TERM AND THEREAFTER, EMPLOYEE SHALL NOT, WITHOUT PRIOR WRITTEN
CONSENT OF THE COMPANY, FOR ANY REASON EITHER DIRECTLY OR INDIRECTLY DIVULGE TO
ANY THIRD-PARTY OR USE FOR HIS OWN BENEFIT, OR FOR ANY PURPOSE OTHER THAN THE
EXCLUSIVE BENEFIT OF THE COMPANY, ANY CONFIDENTIAL, PROPRIETARY, BUSINESS AND
TECHNICAL INFORMATION OR TRADE SECRETS OF THE COMPANY OR OF ANY SUBSIDIARY OR
AFFILIATE OF THE COMPANY ("PROPRIETARY INFORMATION") REVEALED, OBTAINED OR
DEVELOPED IN THE COURSE OF HIS EMPLOYMENT WITH THE COMPANY.
FAILURE BY THE
COMPANY TO MARK ANY OF THE PROPRIETARY INFORMATION AS CONFIDENTIAL OR
PROPRIETARY SHALL NOT AFFECT ITS STATUS AS PROPRIETARY INFORMATION UNDER THE
TERMS OF THIS AGREEMENT.
8.
COVENANT NOT TO COMPETE.
UNLESS
EMPLOYEE'S EMPLOYMENT WITH THE COMPANY IS TERMINATED BY EMPLOYEE FOR GOOD REASON
(PURSUANT TO SECTION 9.4) OR UPON A CHANGE IN CONTROL (PURSUANT TO SECTION 9.6),
THE EMPLOYEE SHALL NOT, DURING THE TERM AND FOR A PERIOD ENDING TWO (2) YEARS
AFTER BOTH EMPLOYEE AND REBECCA C. MATTHIAS SHALL HAVE TERMINATED THEIR
EMPLOYMENT WITH THE COMPANY (THE "RESTRICTED PERIOD"), DO ANY OF THE FOLLOWING
DIRECTLY OR INDIRECTLY WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY:
8.1.
ENGAGE OR PARTICIPATE IN THE PROHIBITED
BUSINESS (AS DEFINED BELOW) AS DETERMINED AT THE TERMINATION OF EMPLOYEE'S
EMPLOYMENT HEREUNDER;
8.2.
BECOME INTERESTED IN (AS OWNER, STOCKHOLDER,
LENDER, PARTNER, CO-VENTURER, DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT OR
OTHERWISE) ANY PERSON, FIRM, CORPORATION, ASSOCIATION OR OTHER ENTITY ENGAGED IN
ANY PROHIBITED BUSINESS AS DETERMINED AT THE TERMINATION OF EMPLOYEE'S
EMPLOYMENT HEREUNDER.
NOTWITHSTANDING THE FOREGOING, EMPLOYEE MAY HOLD NOT MORE