AVERAGE OF
THE BID AND ASKED PRICE OF THE COMMON STOCK AS REPORTED FOR THE DATE OF
TERMINATION ON THE AUTOMATED QUOTATION SYSTEM OF THE NATIONAL ASSOCIATION OF
SECURITIES DEALERS OR IF NO SUCH TRADES ARE REPORTED ON THAT DATE, THE LAST
PRECEDING DATE ON WHICH SHARES OF UT OR ITS AFFILIATES COMMON STOCK WERE TRADED,
OR IF SUCH COMMON STOCK OF UT IS NOT PUBLICLY TRADED, THE "FAIR MARKET VALUE" OF
SUCH STOCK AS DETERMINED PURSUANT TO THE APPLICABLE STOCK OPTION PLAN OR PLANS.
1.15.
"RETIREMENT" MEANS TERMINATION OF EMPLOYMENT BY EITHER THE
EXECUTIVE OR UT ON OR AFTER THE EXECUTIVE'S ATTAINMENT OF AGE 65.
1.16.
"WORKS OF AUTHORSHIP" MEANS ALL COMPUTER SOFTWARE PROGRAMS OR OTHER
WRITINGS, INCLUDING, WITHOUT LIMITATION, VERBAL WORKS, DESIGNS, MODELS, DRAWING,
OR AUDIO, VISUAL OR AUDIOVISUAL RECORDINGS.
ARTICLE 2
EMPLOYMENT
2.1.
EMPLOYMENT.
UT AGREES TO EMPLOY EXECUTIVE AS CHIEF EXECUTIVE
OFFICER, AND EXECUTIVE AGREES TO ACCEPT SUCH EMPLOYMENT BY UT ON THE TERMS AND
CONDITIONS SET FORTH HEREIN.
EXECUTIVE REPRESENTS AND WARRANTS THAT THE
EXECUTION, DELIVERY AND PERFORMANCE BY HER OF THIS AGREEMENT WILL NOT VIOLATE
ANY AGREEMENT, ORDER, JUDGMENT OR DECREE TO WHICH SHE IS A PARTY OR BY WHICH SHE
IS BOUND.
5
2.2.
TERM.
SUBJECT TO THE PROVISIONS OF ARTICLE 4 HEREOF, UT SHALL
EMPLOY EXECUTIVE FOR A TERM OF FIVE (5) YEARS COMMENCING AS OF THE EFFECTIVE
DATE AND CONTINUING TO AND INCLUDING DECEMBER 31, 2004.
THE TERM (AS HEREIN
EXTENDED) SHALL AUTOMATICALLY BE EXTENDED BY ONE (1) ADDITIONAL YEAR AT THE END
OF EACH YEAR UNLESS AT LEAST SIX (6) MONTHS PRIOR TO THE END OF THE TERM OR ANY
ANNIVERSARY THEREOF, UT SHALL DELIVER TO EXECUTIVE OR EXECUTIVE SHALL DELIVER TO
UT, WRITTEN NOTICE THAT THE TERM SHALL NOT BE SO EXTENDED.
2.3.
DUTIES.
AS CHIEF EXECUTIVE OFFICER OF UT, EXECUTIVE SHALL HAVE
THE DUTIES AND RESPONSIBILITIES AS MAY FROM TIME TO TIME BE ASSIGNED TO OR
VESTED IN EXECUTIVE BY THE BOARD.
(A)
EXECUTIVE'S EMPLOYMENT WITH UT SHALL BE FULL-TIME.
DURING THE
TERM OF EMPLOYMENT, EXECUTIVE SHALL, EXCEPT DURING PERIODS OF VACATION, SICK
LEAVE OR OTHER DULY AUTHORIZED LEAVE OF ABSENCE, AND EXCEPT FOR NOT MORE THAN A
FEW HOURS PER WEEK FOR THE ACTIVITIES DESCRIBED IN SUBPARAGRAPH 2.3(B) BELOW,
DEVOTE THE WHOLE OF EXECUTIVE'S TIME, ATTENTION, SKILL AND ABILITY DURING USUAL
BUSINESS HOURS (AND OUTSIDE THOSE HOURS WHEN REASONABLY NECESSARY TO EXECUTIVE'S
DUTIES HEREUNDER) TO THE FAITHFUL AND DILIGENT PERFORMANCE OF EXECUTIVE'S DUTIES
HEREUNDER.
EXECUTIVE ACKNOWLEDGES AND AGREES THAT EXECUTIVE MAY BE REQUIRED,
WITHOUT ADDITIONAL COMPENSATION, TO PERFORM SERVICES FOR ANY AFFILIATES, AND TO
ACCEPT SUCH OFFICE OR POSITION WITH AFFILIATE AS THE BOARD MAY REASONABLY
REQUIRE.
EXECUTIVE SHALL COMPLY WITH ALL APPLICABLE POLICES OF UT AND/OR ITS
AFFILIATES DURING HER TERM OF SERVICE TO UT AND/OR ITS AFFILIATES.
(B)
DURING THE TERM OF EMPLOYMENT, IT SHALL NOT BE A VIOLATION OF THIS
AGREEMENT FOR EXECUTIVE TO SERVE AS OF COUNSEL TO MAHON, PATUSKY, ROTHBLATT AND
FISHER, CHARTERED; PRESIDENT OF BEACON PROJECTS, INC.; AN OFFICER OF