TERMS AS THE OPTIONS GRANTED PURSUANT TO A STOCK
OPTION AGREEMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT A-1, EXCEPT AS ADJUSTED TO
REFLECT FACTORS ASSOCIATED WITH THE LATER DATE OR DATES OF SUCH GRANT OR GRANTS.
(III)
EMPLOYEE ACKNOWLEDGES THAT CHANGES TO THE STOCK OPTION AGREEMENT
MAY BE REQUIRED TO CONFORM THE TERMS OF THE INITIAL GRANT AND ANY FUTURE GRANTS
TO STATUTORY AND REGULATORY REQUIREMENTS THAT HAVE BEEN OR MAY BE ENACTED,
INCLUDING BUT NOT LIMITED TO CHANGES REQUIRED BY THE SARBANES-OXLEY ACT AND
REGULATIONS PROMULGATED THEREUNDER.
(IV)
OPTION GRANTS PURSUANT TO THIS SECTION D MAYBE SUBJECT TO
FORFEITURE TO THE EXTENT THAT SUCH A FORFEITURE IS REQUIRED FEDERAL, STATE OR
LOCAL LAWS OR REGULATIONS.
(E)
RESTRICTED SHARES
(I)
IN CONJUNCTION WITH THE EXECUTION OF THIS AGREEMENT, THE COMPANY
HAS ISSUED 100,000 SHARES OF ITS COMMON STOCK (THE "INITIAL RESTRICTED STOCK")
TO EMPLOYEE PURSUANT TO THE TERMS OF THE RESTRICTED STOCK PLAN ATTACHED HERETO
AS EXHIBIT B.
(II)
ANY RESTRICTED COMMON STOCK OF THE COMPANY ISSUED TO EMPLOYEE
AFTER THE INITIAL RESTRICTED STOCK SHALL BE ON THE SAME TERMS AS THE INITIAL
RESTRICTED STOCK, EXCEPT AS A ADJUSTED TO REFLECT FACTORS ASSOCIATED WITH THE
LATER DATE OR DATES OF SUCH RESTRICTED STOCK ISSUANCE OR ISSUANCES.
(III)
ISSUANCES OF RESTRICTED SHARES PURSUANT TO THIS SECTION E MAY BE
SUBJECT TO FORFEITURE TO THE EXTENT THAT SUCH A FORFEITURE IS REQUIRED BY
APPLICABLE FEDERAL, STATE OR LOCAL LAWS OR REGULATIONS.
SECTION 4.
EXPENSES/COSTS.
THE COMPANY SHALL REIMBURSE THE
EMPLOYEE FOR ALL REASONABLE AND NECESSARY BUSINESS EXPENSES INCURRED BY HIM IN
THE PERFORMANCE OF HIS DUTIES HEREUNDER, IN ACCORDANCE WITH COMPANY POLICIES AND
PROCEDURES, AS THEY MAY BE AMENDED FROM TIME TO TIME AND SUBJECT TO SUBMISSION
OF PROPER DOCUMENTATION OF EACH EXPENSE.
SUCH BUSINESS EXPENSES WILL INCLUDE
THE EMPLOYEE'S (A) LIVING COST (INCLUDING HOTEL OR APARTMENT RENTAL AND CAR
RENTAL) INCURRED IN THE SAN DIEGO AREA, (B) TRAVEL COST (BUSINESS OR FIRST CLASS
AIR TRAVEL) FROM OHIO TO THE COMPANY'S OFFICES ("COMMUTING COST"), AND
(C) MISCELLANEOUS OFFICE COSTS AT EMPLOYEE'S RESIDENCE IN OHIO AND WHEN
TRAVELING AWAY FROM SUCH RESIDENCE.
SIMULTANEOUSLY WITH THE EXECUTION OF THIS
AGREEMENT, THE COMPANY HAS ADVANCED TWENTY-FIVE THOUSAND DOLLARS ($25,000) TO
EMPLOYEE FOR COMMUTING COSTS (THE "ADVANCE").
EMPLOYEE WILL ADVISE THE COMPANY
IN WRITING WHEN THE UNUSED PORTION OF THE ADVANCE IS TEN THOUSAND DOLLARS
($10,000) OR LESS, AND THE COMPANY SHALL PROMPTLY ADVANCE FUNDS TO EMPLOYEE TO
INCREASE THE ADVANCE TO $25,000, TO THE EXTENT THAT CONTINUING TO ADVANCE FUNDS
FOR COMMUTING COSTS DOES NOT CONSTITUTE AN IMPROPER LOAN TO THE EMPLOYEE
PURSUANT TO THE PROVISIONS OF THE SARBANES-OXLEY ACT, REGULATIONS PROMULGATED
THEREUNDER OR OTHERWISE VIOLATE APPLICABLE FEDERAL, STATE OR LOCAL LAWS.
THIS
PROCESS SHALL BE REPEATED, WITHOUT LIMIT, DURING THE TERM OF THIS AGREEMENT.
IF
THE EMPLOYEE DETERMINES TO MOVE HIS PRINCIPAL RESIDENCE TO THE SAN DIEGO,
CALIFORNIA, AREA, THE COMPANY WILL PROVIDE THE EMPLOYEE WITH RELOCATION
REIMBURSEMENT AND ASSISTANCE EQUAL TO OR BETTER THAN THE THEN MOST FAVORABLE
PROVISIONS FOR ANY EMPLOYEE.
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