INTEREST IN THE
INCOME OF SUCH CORPORATION OR ENTITY, OR THE POWER TO ELECT AT LEAST FIFTY (50%)
PERCENT OF THE DIRECTORS OF SUCH CORPORATION OR ENTITY, OR SUCH OTHER
RELATIONSHIP WHICH IN FACT CONSTITUTES ACTUAL CONTROL.
4.
TERM OF AGREEMENT. THE INITIAL TERM OF
MASKAL'S EMPLOYMENT UNDER THIS AGREEMENT SHALL COMMENCE ON THE EFFECTIVE DATE
AND END ON DECEMBER 31, 2010; PROVIDED THAT UNLESS NOTICE OF TERMINATION HAS
BEEN PROVIDED IN ACCORDANCE WITH PARAGRAPH 7(A) AT LEAST SIXTY (60) DAYS PRIOR
TO THE EXPIRATION OF THE INITIAL TERM OR ANY ADDITIONAL TWELVE (12) MONTH TERM
(AS PROVIDED BELOW), OR UNLESS THIS AGREEMENT IS OTHERWISE TERMINATED IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, THIS AGREEMENT SHALL AUTOMATICALLY
BE EXTENDED FOR ADDITIONAL TWELVE (12) MONTH PERIODS (THE "TERM").
5.
BASE COMPENSATION. DURING THE TERM, IN
CONSIDERATION FOR THE SERVICES AS EXECUTIVE VICE PRESIDENT OF SALES AND
MARKETING REQUIRED UNDER THIS AGREEMENT, THE CORPORATION AGREES TO PAY MASKAL AN
ANNUAL BASE SALARY OF TWO HUNDRED FIFTY-FIVE THOUSAND DOLLARS ($255,000), OR
SUCH HIGHER FIGURE AS MAY BE DETERMINED AT AN ANNUAL REVIEW OF HER PERFORMANCE
AND COMPENSATION BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS.
THE
ANNUAL REVIEW OF MASKAL'S BASE SALARY SHALL BE CONDUCTED BY THE COMPENSATION
COMMITTEE OF THE BOARD OF DIRECTORS WITHIN A REASONABLE TIME AFTER THE END OF
EACH FISCAL YEAR OF THE CORPORATION AND ANY INCREASE SHALL BE RETROACTIVE TO
JANUARY 1ST OF THE THEN CURRENT AGREEMENT YEAR. THE AMOUNT OF ANNUAL BASE SALARY
SHALL BE PAYABLE IN EQUAL INSTALLMENTS CONSISTENT WITH THE CORPORATION'S PAYROLL
PAYMENT SCHEDULE FOR OTHER EXECUTIVE EMPLOYEES OF THE CORPORATION. MASKAL MAY
CHOOSE TO SELECT A PORTION OF HER COMPENSATION TO BE PAID AS DEFERRED INCOME
THROUGH QUALIFIED PLANS OR OTHER PROGRAMS CONSISTENT WITH THE POLICY OF THE
CORPORATION AND SUBJECT TO ANY AND ALL APPLICABLE FEDERAL, STATE OR LOCAL LAWS,
RULES OR REGULATIONS.
6.
OTHER COMPENSATION AND BENEFITS. DURING
THE TERM, IN ADDITION TO HER BASE SALARY, THE CORPORATION SHALL PROVIDE MASKAL
THE FOLLOWING:
(A)
INCENTIVE COMPENSATION. MASKAL SHALL
PARTICIPATE IN THE COMPANY'S ANNUAL BONUS PLAN (THE "ANNUAL BONUS PLAN"), AS
SHALL BE ADOPTED AND/OR MODIFIED FROM TIME TO TIME BY THE BOARD OF DIRECTORS OR
THE COMPENSATION COMMITTEE. ANNUAL BONUS PLAN AWARDS ARE CALCULATED AS A
PERCENTAGE OF MASKAL'S BASE SALARY ON THE LAST DAY OF THE ANNUAL BONUS PLAN
PERFORMANCE PERIOD. THE PERCENTAGES OF BASE SALARY THAT MASKAL IS ELIGIBLE TO
RECEIVE BASED ON PERFORMANCE RANGE FROM 0% AT "THRESHOLD" TO 35% AT "TARGET" AND
TO 70% AT "MAXIMUM," AS SUCH TERMS ARE DEFINED IN THE ANNUAL BONUS PLAN.
ANNUAL
BONUS PLAN AWARDS ARE PAYABLE NO LATER THAN THE 15TH DAY OF THE THIRD MONTH
FOLLOWING THE END OF EACH FISCAL YEAR OF THE CORPORATION.
IN ADDITION, MASKAL
SHALL BE ELIGIBLE TO PARTICIPATE IN ALL OTHER INCENTIVE COMPENSATION PLANS, IF
ANY, THAT MAY BE ADOPTED BY THE CORPORATION FROM TIME TO TIME AND WITH RESPECT
TO WHICH THE OTHER EXECUTIVE EMPLOYEES OF THE CORPORATION ARE ELIGIBLE TO
PARTICIPATE.
(B)