TERM, THE EXECUTIVE WILL SERVE AS PRESIDENT AND
CHIEF EXECUTIVE OFFICER OF THE COMPANY, REPORTING DIRECTLY TO THE BOARD.
THE
BOARD AGREES TO NOMINATE THE EXECUTIVE FOR REELECTION TO THE BOARD AT EACH
ANNUAL MEETING OF THE COMPANY'S STOCKHOLDERS OCCURRING DURING THE TERM AND AT
WHICH THE EXECUTIVE'S TERM AS A DIRECTOR IS SCHEDULED TO EXPIRE.
1.3.
DUTIES.
THE EXECUTIVE WILL PERFORM SUCH DUTIES AND FUNCTIONS AS ARE
CUSTOMARILY PERFORMED BY THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF AN
ENTERPRISE THE SIZE AND NATURE OF THE COMPANY, INCLUDING THE DUTIES AND
FUNCTIONS FROM TIME TO TIME ASSIGNED TO HIM BY THE BOARD.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE EXECUTIVE WILL BE RESPONSIBLE FOR ALL ASPECTS
OF THE COMPANY'S PERFORMANCE, INCLUDING STRATEGY, RESEARCH AND DEVELOPMENT,
BUSINESS DEVELOPMENT, SALES AND MARKETING, OPERATIONS, MANUFACTURING, 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"),