TECHNOLOGY
DEVELOPMENT AND LICENSING, CORPORATE DEVELOPMENT, INFORMATION MANAGEMENT,
FINANCE, LEGAL, PATENT, REGULATORY, HUMAN RESOURCES, INVESTOR RELATIONS AND
CORPORATE COMMUNICATIONS.
1.4.
PLACE OF PERFORMANCE.
THE EXECUTIVE SHALL PERFORM HIS SERVICES
HEREUNDER AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY, WHICH ARE CURRENTLY
LOCATED IN HORSHAM, PENNSYLVANIA; PROVIDED, HOWEVER, THAT THE EXECUTIVE WILL BE
REQUIRED TO TRAVEL FROM TIME TO TIME FOR BUSINESS PURPOSES.
1.5.
TIME DEVOTED TO EMPLOYMENT.
THE EXECUTIVE WILL DEVOTE HIS BEST EFFORTS
AND SUBSTANTIALLY ALL OF HIS BUSINESS TIME AND SERVICES TO THE PERFORMANCE OF
HIS DUTIES UNDER THIS AGREEMENT.
NOTWITHSTANDING THE FOREGOING, THE EXECUTIVE
MAY ENGAGE IN CHARITABLE, COMMUNITY SERVICE AND INDUSTRY ASSOCIATION ACTIVITIES,
AND, WITH THE APPROVAL OF THE BOARD (WHICH APPROVAL WILL NOT BE UNREASONABLY
WITHHELD), MAY SERVE AS A MEMBER OF BOARDS OF DIRECTORS OF OTHER COMPANIES OR
ORGANIZATIONS, WHICH, IN THE JUDGMENT OF THE BOARD, WILL NOT PRESENT ANY
CONFLICT OF INTEREST WITH THE COMPANY, SO LONG AS THOSE ACTIVITIES DO NOT
INTERFERE WITH THE PERFORMANCE OF HIS DUTIES UNDER THIS AGREEMENT.
2.
COMPENSATION, BENEFITS AND EXPENSE REIMBURSEMENTS.
2.1.
BASE SALARY. THE EXECUTIVE SHALL RECEIVE AN INITIAL ANNUAL SALARY OF
$350,000 (THE "BASE SALARY"), PAID SEMI-MONTHLY OR OTHERWISE IN ACCORDANCE WITH
THE COMPANY'S CUSTOMARY PAYROLL PRACTICES, AS IN EFFECT FROM TIME TO TIME.
FUTURE SALARY REVIEWS WILL BE UNDERTAKEN BY THE BOARD OF DIRECTORS ANNUALLY.
2.2.
BONUS.
THE EXECUTIVE WILL BE ELIGIBLE TO RECEIVE AN ANNUAL BONUS (THE
"ANNUAL BONUS") FOR EACH COMPLETED CALENDAR YEAR DURING THE TERM.
THE TARGET
AMOUNT OF THE ANNUAL BONUS IS 75% OF THE BASE SALARY FOR THE APPLICABLE CALENDAR
YEAR.
THE SPECIFIC GOALS AND OBJECTIVES THAT MUST BE MET TO RECEIVE THE TARGET
BONUS WILL BE ESTABLISHED BY MUTUAL AGREEMENT BY THE BOARD AND THE EXECUTIVE
WITHIN 90 DAYS FOLLOWING THE COMMENCEMENT OF EACH CALENDAR YEAR DURING THE TERM,
AND WITHIN 30 DAYS FOLLOWING THE EFFECTIVE DATE FOR THE INITIAL, PARTIAL
CALENDAR YEAR OF THE TERM.
THE COMPANY WILL ENDEAVOR TO PAY THE ANNUAL BONUS,
IF ANY, WITHIN TWO AND ONE-HALF MONTHS FOLLOWING THE END OF THE CALENDAR YEAR TO
WHICH THE ANNUAL BONUS RELATES.
2.3.
EQUITY INCENTIVE.
THE BOARD HAS AUTHORIZED THE GRANT TO THE EXECUTIVE,
EFFECTIVE FEBRUARY 15, 2006 ("GRANT DATE"), OF OPTIONS TO PURCHASE 300,000
SHARES OF THE COMPANY'S COMMON STOCK (THE "STOCK OPTION") WITH A PER SHARE
EXERCISE PRICE EQUAL TO THE FAIR MARKET VALUE OF A SHARE OF COMMON STOCK ON THE
GRANT DATE.
THE STOCK OPTION WILL VEST IN FOUR EQUAL, ANNUAL INSTALLMENTS
COMMENCING ON FEBRUARY 15, 2007, THE FIRST ANNIVERSARY OF THE GRANT DATE, BE
REFLECTED IN A STOCK OPTION AGREEMENT IDENTICAL IN ALL MATERIAL RESPECTS TO THE
COMPANY'S FORM STOCK OPTION AGREEMENT AND BE NON-QUALIFIED STOCK OPTIONS.
THE
STOCK OPTION WILL BE SUBJECT IN ALL RESPECTS TO THE TERMS OF THE COMPANY'S 2004
EQUITY INCENTIVE PLAN.
2.4.
EXPENSES.
THE EXECUTIVE WILL BE ENTITLED TO REIMBURSEMENT BY THE
COMPANY FOR ALL EXPENSES REASONABLY INCURRED BY HIM IN CONNECTION WITH THE
PERFORMANCE OF HIS DUTIES, INCLUDING, WITHOUT LIMITATION, TRAVEL AND