CONFLICT WITH THE BUSINESS OF THE COMPANY.
EMPLOYEE SHALL DISCLOSE TO THE
COMPANY THE NAME OF ANY CORPORATION OR ENTITY ON WHICH HE SERVES AS A DIRECTOR
OR IN A SIMILAR CAPACITY AND DESCRIBE OTHER ACTIVITIES THAT ARE NOT PERSONAL IN
NATURE IN WHICH HE ENGAGES.
EMPLOYEE SHALL DO SUCH TRAVELING AS REASONABLY MAY
BE REQUIRED IN CONNECTION WITH THE PERFORMANCE OF SUCH DUTIES AND
RESPONSIBILITIES.
EMPLOYEE SHALL NOT BE REQUIRED TO RELOCATE EMPLOYEE'S
RESIDENCE AND EMPLOYEE MAY CONDUCT WORK OUT OF HIS RESIDENCE FROM TIME TO TIME
AS HE DETERMINES APPROPRIATE.
2.
TERM OF EMPLOYMENT.
UNLESS TERMINATED AS PROVIDED IN SECTION 4
HEREOF, THE TERM OF THIS AGREEMENT SHALL EXTEND TO MAY 12, 2014 (THE "INITIAL
PERIOD"), AND THEREAFTER SHALL AUTOMATICALLY CONTINUE ON A YEAR TO YEAR BASIS
(EACH A "SUBSEQUENT PERIOD") UNLESS THE COMPANY OR EMPLOYEE SHALL GIVE THE OTHER
PARTY NOTICE AT LEAST 60 DAYS PRIOR TO THE TERMINATION OF THE INITIAL PERIOD OR
ANY SUBSEQUENT PERIOD OF ITS OR HIS ELECTION NOT TO RENEW THE TERM OF
EMPLOYMENT, IN WHICH CASE THIS AGREEMENT SHALL TERMINATE AT THE END OF THE
PERIOD IN WHICH THE NOTICE IS GIVEN; PROVIDED, HOWEVER, THE COMPANY'S OBLIGATION
TO PAY COMPENSATION PURSUANT TO SECTION 3 OR PERFORM ANY OTHER ACTS WITH RESPECT
TO THE LAST YEAR FOR WHICH THIS AGREEMENT IS EFFECTIVE SHALL CONTINUE AND BE
ENFORCEABLE NOTWITHSTANDING THE TERMINATION OF THIS AGREEMENT.
3.
COMPENSATION BENEFITS.
3.1
BASE SALARY.
AS COMPENSATION FOR SERVICES TO
BE RENDERED BY EMPLOYEE HEREUNDER, THE COMPANY SHALL PAY TO EMPLOYEE AN ANNUAL
SALARY OF NOT LESS THAN $285,000 PER YEAR, PAYABLE IN PERIODIC INSTALLMENTS (BUT
IN NO EVENT LESS FREQUENTLY THAN MONTHLY) IN ACCORDANCE WITH THE STANDARD
PAYROLL PRACTICES OF THE COMPANY IN EFFECT FROM TIME TO TIME.
EMPLOYEE'S SALARY
SHALL BE REVIEWED ANNUALLY FOR INCREASE (BUT NOT DECREASE) ON A MERIT BASIS.
SUCH REVIEW SHALL BE CONDUCTED AT THE FIRST MEETING OF THE BOARD
2
AFTER THE END OF A FISCAL YEAR BUT NOT LATER THAN FEBRUARY 28 OF EACH YEAR AND
THE EFFECTIVE DATE OF ANY SUCH INCREASE SHALL BE MARCH 1.
THE EMPLOYEE'S ANNUAL
SALARY IN EFFECT FROM YEAR TO YEAR IS HEREIN REFERRED TO AS THE "BASE SALARY".
3.2
ANNUAL BONUS.
(A)
PERFORMANCE CRITERIA.
THE COMPANY SHALL PAY TO EMPLOYEE AN ANNUAL
BONUS WITH RESPECT TO EACH FISCAL YEAR IN AMOUNTS DETERMINED AS PROVIDED BY THE
BOARD BASED ON ACHIEVING PERFORMANCE CRITERIA ESTABLISHED AT THE BEGINNING OF
EACH FISCAL YEAR.
SUCH PERFORMANCE CRITERIA WILL RECOGNIZE THE OVERALL
FINANCIAL PERFORMANCE OF THE COMPANY AND THE IMPROVEMENTS MADE IN FINANCIAL
RESULTS.
(B)
TIME OF PAYMENT.
THE FIRST PAYMENT OF THE ANNUAL BONUS TO
EMPLOYEE PURSUANT TO SECTION 3.2 (A) SHALL BE WITH RESPECT TO THE FISCAL YEAR
ENDED DECEMBER 31, 2009.
AN ANNUAL BONUS PROVIDED HEREIN SHALL BE PAID, SUBJECT
TO ACHIEVING THE PERFORMANCE CRITERIA, WITH RESPECT TO EACH FISCAL YEAR
THEREAFTER DURING THE TERM OF THIS AGREEMENT.
ALL ANNUAL BONUSES PAYABLE UNDER
SECTION 3.2 (A) SHALL BE PAID IN CASH IMMEDIATELY FOLLOWING THE