THE EXECUTIVE
SHALL DEVOTE SUBSTANTIALLY ALL HER FULL WORKING TIME, ENERGY AND EFFORTS TO THE
BUSINESS OF THE COMPANY; PROVIDED, HOWEVER, THAT THE EXECUTIVE SHALL BE ALLOWED,
TO THE EXTENT THAT SUCH ACTIVITIES DO NOT MATERIALLY INTERFERE WITH THE
PERFORMANCE OF HER DUTIES AND RESPONSIBILITIES HEREUNDER, TO MANAGE HER PERSONAL
AND FAMILY FINANCIAL AND LEGAL AFFAIRS AND TO SERVE ON CIVIC, NOT-FOR-PROFIT AND
CHARITABLE INDUSTRY BOARDS AND ADVISORY COMMITTEES.
THE EXECUTIVE SHALL ONLY
SERVE ON FOR-PROFIT CORPORATE BOARDS OF DIRECTORS AND ADVISORY COMMITTEES IF
APPROVED IN ADVANCE, IN WRITING, BY THE CHIEF EXECUTIVE OFFICER OR THE BOARD.
(D)
THE EXECUTIVE REPRESENTS TO THE COMPANY
THAT
(I) THE EXECUTIVE HAS THE LEGAL CAPACITY TO EXECUTE AND PERFORM THIS
AGREEMENT AND (II) THAT SHE IS NOT CURRENTLY SUBJECT TO OR BOUND BY ANY
EMPLOYMENT AGREEMENT, NON-COMPETITION COVENANT, NON-DISCLOSURE AGREEMENT OR
OTHER AGREEMENT, COVENANT, UNDERSTANDING OR RESTRICTION OF ANY NATURE WHATSOEVER
WHICH WOULD PROHIBIT THE EXECUTIVE FROM EXECUTING THIS AGREEMENT AND PERFORMING
FULLY HER DUTIES AND RESPONSIBILITIES HEREUNDER, OR WHICH WOULD IN ANY MANNER,
DIRECTLY OR INDIRECTLY, MATERIALLY LIMIT THE DUTIES AND RESPONSIBILITIES WHICH
IT IS NOW REASONABLY FORESEEABLE MAY NOW OR IN THE FUTURE BE ASSIGNED TO THE
EXECUTIVE BY THE CHIEF EXECUTIVE OFFICER OR THE BOARD.
(E)
THE EXECUTIVE SHALL AT ALL TIMES COMPLY IN
ALL MATERIAL RESPECTS WITH POLICIES AND PROCEDURES ADOPTED BY THE COMPANY
APPLICABLE TO EXECUTIVES OF THE COMPANY, INCLUDING WITHOUT LIMITATION,
PROCEDURES AND POLICIES REGARDING CONFLICTS OF INTEREST.
3.
COMPENSATION.
FOR ALL SERVICES
RENDERED BY THE EXECUTIVE IN ANY CAPACITY DURING THE EMPLOYMENT TERM, INCLUDING
WITHOUT LIMITATION, SERVICES AS AN OFFICER, DIRECTOR, OR MEMBER OF ANY COMMITTEE
OF THE COMPANY, OR ANY SUBSIDIARY, AFFILIATE OR DIVISION THEREOF, THE EXECUTIVE
SHALL BE COMPENSATED AS FOLLOWS (SUBJECT, IN EACH CASE, TO THE PROVISIONS OF
SECTION 11 BELOW):
(A)
BASE SALARY.
DURING THE EMPLOYMENT TERM,
THE COMPANY SHALL PAY TO THE EXECUTIVE A BASE SALARY ON AN ANNUALIZED BASIS (THE
"BASE SALARY") AS FOLLOWS: (I) FOR THE PERIOD FROM APRIL 1, 2004 THROUGH
MARCH 31, 2005, $165,000;
(II) FOR THE PERIOD FROM APRIL 1, 2005 THROUGH
MARCH 31, 2006, $172,500; AND (III) FOR THE PERIOD FROM APRIL 1, 2006 THROUGH
MARCH 31, 2007, $180,000.
THE TERM "BASE SALARY" AS USED IN THIS AGREEMENT
SHALL REFER TO BASE SALARY IN EFFECT FOR THE APPLICABLE PERIOD SET FORTH IN THE
IMMEDIATELY PRECEDING SENTENCE.
THE BASE SALARY SHALL BE PAYABLE IN ACCORDANCE
WITH THE CUSTOMARY PAYROLL PRACTICES OF THE COMPANY. IF, DURING THE EMPLOYMENT
TERM, THE COMPANY CONSUMMATES ANY MATERIAL ACQUISITIONS OR SIMILAR TRANSACTIONS
WHICH INCREASE THE SIZE AND SCOPE OF THE COMPANY'S BUSINESS, THE COMPENSATION
COMMITTEE OF THE BOARD SHALL CONVENE AS PROMPTLY AS REASONABLY PRACTICABLE FOR
THE PURPOSE OF DISCUSSING WHETHER OR NOT IT IS APPROPRIATE TO INCREASE THE
EXECUTIVE'S BASE SALARY; PROVIDED, HOWEVER, THAT NO SUCH INCREASE SHALL BE
REQUIRED.
(B)
BONUS.
IN ADDITION TO THE BASE SALARY
PROVIDED HEREIN, THE EXECUTIVE SHALL BE ENTITLED TO PARTICIPATE IN, AND MAY
RECEIVE PERFORMANCE BONUS PAYMENTS UNDER,
2
such annual bonus