ENTITY ENTITLED TO VOTE GENERALLY IN THE ELECTION OF MEMBERS OF
THAT ENTITY'S BOARD OF DIRECTORS.
2.
EMPLOYMENT; DUTIES.
(A)
THE COMPANY AGREES TO EMPLOY YOU AS CHIEF OPERATING
OFFICER OF THE COMPANY WITH THE DUTIES AND RESPONSIBILITIES GENERALLY ASSOCIATED
WITH SUCH POSITION AND SUCH OTHER REASONABLE ADDITIONAL RESPONSIBILITIES AND
POSITIONS AS MAY BE ADDED TO YOUR DUTIES FROM TIME TO TIME BY THE CHIEF
EXECUTIVE OFFICER, THE PRESIDENT OF THE COMPANY (EXCLUDING A PRESIDENT OF ANY
DIVISION OF THE COMPANY) OR THE BOARD OF DIRECTORS CONSISTENT WITH YOUR
POSITION.
(B)
DURING YOUR EMPLOYMENT HEREUNDER, YOU SHALL
(I) DILIGENTLY FOLLOW AND IMPLEMENT ALL COMPANY EMPLOYEE POLICIES AND ALL
MANAGEMENT POLICIES AND DECISIONS COMMUNICATED TO YOU BY THE CHIEF EXECUTIVE
OFFICER, THE PRESIDENT OR THE BOARD OF DIRECTORS; AND (II) TIMELY PREPARE AND
FORWARD TO THE CHIEF EXECUTIVE OFFICER, THE PRESIDENT OR THE BOARD OF DIRECTORS
ALL REPORTS AND ACCOUNTINGS AS MAY BE REASONABLY REQUESTED OF YOU.
3.
TERM.
THE TERM HEREOF COMMENCED ON
AUGUST 27, 2007, CONTINUED FOR A PERIOD OF ONE (1) YEAR, WAS EXTENDED FOR AN
ADDITIONAL YEAR FROM THE ANNIVERSARY OF AUGUST 27, 2007 AND SHALL BE
AUTOMATICALLY EXTENDED FROM YEAR-TO-YEAR THEREAFTER UNLESS TERMINATED IN
ACCORDANCE WITH SECTION 6 HEREOF (THE "TERM").
4.
COMPENSATION.
(A)
(1)
YOU SHALL BE PAID AN ANNUAL BASE SALARY OF NOT
LESS THAN FOUR HUNDRED AND SIXTEEN THOUSAND DOLLARS ($416,000) PER YEAR (THE
"BASE SALARY").
THE BASE SALARY SHALL ACCRUE AND BE DUE AND PAYABLE IN EQUAL,
OR AS NEARLY EQUAL AS PRACTICABLE, BIWEEKLY INSTALLMENTS AND THE COMPANY MAY
DEDUCT FROM EACH SUCH INSTALLMENT ALL AMOUNTS REQUIRED TO BE DEDUCTED AND
WITHHELD IN ACCORDANCE WITH APPLICABLE FEDERAL AND STATE INCOME, FICA AND OTHER
WITHHOLDING TAX REQUIREMENTS.
(2)
THE BASE SALARY SHALL BE REVIEWED BY THE BOARD OF DIRECTORS AT LEAST ONCE
DURING EACH YEAR OF THE TERM AND MAY BE INCREASED FROM TIME TO TIME AND AT ANY
TIME BY THE BOARD OF DIRECTORS.
THE BASE SALARY SHALL IN NO EVENT BE REDUCED OR
DECREASED BELOW THE HIGHEST LEVEL ATTAINED AT ANY TIME BY YOU, UNLESS YOU AND
THE BOARD OF DIRECTORS AGREE TO IMPLEMENT A SALARY REDUCTION PROGRAM FOR COST
ABATEMENT PURPOSES.
(3)
AS THE TERM BEGINS ON OTHER THAN THE FIRST BUSINESS DAY OF A CALENDAR MONTH
AND AS THE TERM HEREOF SHALL TERMINATE ON OTHER THAN THE LAST DAY OF A CALENDAR
MONTH, YOUR COMPENSATION FOR SUCH MONTH SHALL BE PRORATED ACCORDING TO THE
NUMBER OF DAYS DURING SUCH MONTH THAT OCCUR WITHIN THE TERM.
6
(B)
FOR EACH FISCAL YEAR OF THE COMPANY, YOU SHALL BE
ENTITLED TO RECEIVE AN ANNUAL TARGET BONUS OPPORTUNITY IN AN AMOUNT EQUAL TO
SIXTY-FIVE PERCENT (65%) OF YOUR ELIGIBLE EARNINGS (THE "ANNUAL TARGET BONUS"),
WITH THE ABILITY TO EARN FIFTY PERCENT (50%) (THRESHOLD) TO ONE HUNDRED FIFTY
PERCENT (150%) (MAXIMUM) OF YOUR ANNUAL TARGET BONUS IF THE BONUS CRITERIA FOR
SUCH ANNUAL PERIOD, AS SET BY THE BOARD OF DIRECTORS OF THE COMPANY, ARE
SATISFIED (THE "TARGET BONUS PAYMENT"); PROVIDED THAT