HIS PERSONAL INVESTMENTS, SO LONG AS SUCH
ACTIVITIES DO NOT MATERIALLY INTERFERE WITH HIS RESPONSIBILITIES UNDER THIS
AGREEMENT.
EXECUTIVE HEREBY REPRESENTS AND WARRANTS TO THE COMPANY
THAT EXECUTIVE IS NOT PARTY TO ANY CONTRACT, UNDERSTANDING, AGREEMENT OR POLICY,
WRITTEN OR OTHERWISE, THAT WOULD BE BREACHED BY EXECUTIVE'S ENTERING INTO, OR
PERFORMING SERVICES UNDER, THIS AGREEMENT.
EXECUTIVE FURTHER REPRESENTS THAT HE
HAS DISCLOSED TO THE COMPANY IN WRITING ALL THREATENED, PENDING, OR ACTUAL
CLAIMS THAT ARE UNRESOLVED AND STILL OUTSTANDING AS OF THE EFFECTIVE DATE, IN
EACH CASE, AGAINST EXECUTIVE OF WHICH HE IS AWARE, IF ANY, AS A RESULT OF HIS
EMPLOYMENT WITH HIS CURRENT EMPLOYER (OR ANY OTHER PREVIOUS EMPLOYER) OR HIS
MEMBERSHIP ON ANY BOARDS OF DIRECTORS.
(D)
OTHER ENTITIES.
IF APPOINTED BY THE COMPANY, AND AS AGREED TO BY
EXECUTIVE, EXECUTIVE AGREES TO SERVE, WITHOUT ADDITIONAL COMPENSATION, AS AN
OFFICER AND DIRECTOR FOR EACH OF THE COMPANY'S SUBSIDIARIES, PARTNERSHIPS, JOINT
VENTURES, LIMITED LIABILITY COMPANIES AND OTHER AFFILIATES, INCLUDING ENTITIES
IN WHICH THE COMPANY HAS A SIGNIFICANT INVESTMENT AS DETERMINED BY THE COMPANY.
AS USED IN THIS AGREEMENT, THE TERM "AFFILIATES" WILL INCLUDE ANY ENTITY
CONTROLLED BY, CONTROLLING, OR UNDER COMMON CONTROL OF THE COMPANY.
(E)
OFFICE LOCATION.
EXECUTIVE SHALL ALLOCATE THE APPROPRIATE
BUSINESS TIME BETWEEN THE NEW YORK METROPOLITAN AREA (NEW YORK CITY, WESTCHESTER
AND CONNECTICUT) AND SOUTHERN CALIFORNIA (LOS ANGELES METROPOLITAN AREA AND
TEMECULA), AS IS REASONABLY SUFFICIENT TO PERFORM HIS DUTIES UNDER THIS
AGREEMENT, SUBJECT TO REASONABLE BUSINESS CIRCUMSTANCES THAT REQUIRE TRAVEL
OUTSIDE OF SUCH LOCATIONS IN CONNECTION WITH PERFORMING HIS DUTIES UNDER THIS
AGREEMENT.
2.
AT-WILL EMPLOYMENT.
EXECUTIVE AND THE COMPANY AGREE THAT
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY CONSTITUTES "AT-WILL" EMPLOYMENT.
EXECUTIVE AND THE COMPANY ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE
TERMINATED AT ANY TIME, UPON WRITTEN NOTICE TO THE OTHER PARTY, WITH OR WITHOUT
GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR
EXECUTIVE.
HOWEVER, AS DESCRIBED IN THIS AGREEMENT, EXECUTIVE MAY BE ENTITLED
TO SEVERANCE BENEFITS DEPENDING UPON THE CIRCUMSTANCES OF EXECUTIVE'S
TERMINATION OF EMPLOYMENT.
3.
TERM OF AGREEMENT.
THIS AGREEMENT WILL HAVE AN INITIAL TERM OF
THREE (3) YEARS COMMENCING ON THE EFFECTIVE DATE (THE "INITIAL TERM").
ON THE
THIRD ANNIVERSARY OF THE EFFECTIVE DATE AND ON EACH ANNIVERSARY THEREAFTER, THIS
AGREEMENT AUTOMATICALLY WILL RENEW FOR AN ADDITIONAL ONE (1) YEAR TERM (EACH, AN
"ADDITIONAL TERM") UNLESS EITHER PARTY PROVIDES THE OTHER PARTY WITH WRITTEN
NOTICE OF NON-RENEWAL AT LEAST SIXTY (60) DAYS PRIOR TO THE DATE OF AUTOMATIC
RENEWAL.
4.
COMPENSATION.
(A)
BASE SALARY.
AS OF THE EFFECTIVE DATE, THE COMPANY WILL PAY
EXECUTIVE AN ANNUAL SALARY OF $300,000 AS COMPENSATION FOR HIS SERVICES (SUCH
ANNUAL SALARY, AS IS THEN EFFECTIVE, TO BE REFERRED TO HEREIN AS "BASE
SALARY").
THE BASE SALARY WILL BE PAID PERIODICALLY IN ACCORDANCE WITH THE
COMPANY'S NORMAL PAYROLL PRACTICES AND BE SUBJECT TO THE USUAL, REQUIRED
WITHHOLDINGS.
EXECUTIVE'S BASE SALARY WILL BE SUBJECT TO REVIEW FOR INCREASES
BY THE BOARD OR BY THE COMPENSATION COMMITTEE OF