PERSON (AS DEFINED BELOW), ANY CONFIDENTIAL OR PROPRIETARY INFORMATION OR TRADE
SECRETS OF ANY OF EXECUTIVE'S PREVIOUS EMPLOYER(S) OR ANY RELATED ENTITY OF SUCH
EMPLOYER(S), AND WILL NOT BRING ONTO COMPANY'S PREMISES, OR ACCESS, SUCH
CONFIDENTIAL OR PROPRIETARY INFORMATION OR TRADE SECRETS, UNLESS CONSENTED TO IN
WRITING BY SUCH EMPLOYER(S) OR RELATED ENTITY AND THEN ONLY WITH THE PRIOR
WRITTEN AUTHORIZATION OF COMPANY.
FOR PURPOSES OF THIS AGREEMENT, "PERSON"
MEANS AN INDIVIDUAL, A PARTNERSHIP, A LIMITED LIABILITY COMPANY, A CORPORATION,
AN ASSOCIATION, A JOINT STOCK COMPANY, A TRUST, A JOINT VENTURE, AN
UNINCORPORATED ORGANIZATION, AND/OR A GOVERNMENTAL ENTITY OR ANY DEPARTMENT,
AGENCY, OR POLITICAL SUBDIVISION THEREOF.
2.4
UNDERSTANDS AGREEMENT.
EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS
READ THIS AGREEMENT BEFORE SIGNING IT, HAS CONSULTED AND BEEN ADVISED BY COUNSEL
ABOUT IT, AND FULLY UNDERSTANDS ITS PURPOSES, TERMS, AND PROVISIONS, WHICH
EXECUTIVE HEREBY EXPRESSLY ACKNOWLEDGES TO BE REASONABLE IN ALL RESPECTS.
2.5
MATERIAL BREACH.
EXECUTIVE ACKNOWLEDGES THAT ANY BREACH OF
SECTION 2 (INCLUDING SUBPARTS) BY EXECUTIVE WILL CONSTITUTE A MATERIAL BREACH OF
THIS AGREEMENT.
3.
DUTIES AND RESPONSIBILITIES.
3.1
PRESIDENT AND CEO.
DURING THE EMPLOYMENT TERM, EXECUTIVE'S DUTIES
AND RESPONSIBILITIES WILL BE THOSE TYPICALLY PERFORMED BY A PRESIDENT AND CEO OF
A NATIONWIDE COMMERCIAL ENTERPRISE IN THE BUSINESS, AND OTHERWISE AS REASONABLY
AND LAWFULLY DIRECTED BY THE BOARD, ITS DESIGNEE, BY THE COB OR THE COB'S
DESIGNEE.
COMPANY MAY ADJUST THE DUTIES AND RESPONSIBILITIES OF THE EXECUTIVE
NOTWITHSTANDING THE SPECIFIC TITLE SET FORTH IN SECTION 1.1, BASED UPON
COMPANY'S NEEDS FROM TIME TO TIME; PROVIDED THAT SUCH ADJUSTED DUTIES ARE
CONSISTENT WITH DUTIES AND RESPONSIBILITIES OF A SENIOR EXECUTIVE OFFICER OF AN
ENTERPRISE OF COMPARABLE SIZE TO THE COMPANY.
EXECUTIVE WILL DEVOTE
SUBSTANTIALLY ALL OF EXECUTIVE'S BUSINESS TIME, ENERGY, AND SKILL TO PERFORMING
THE SERVICES AND WILL PERFORM ALL OBLIGATIONS HEREUNDER DILIGENTLY, FAITHFULLY,
AND TO THE BEST OF EXECUTIVE'S ABILITIES, EXCEPT DURING TIMES OF VACATION,
ILLNESS, INCAPACITY, OR OTHER APPROVED LEAVE.
EXECUTIVE SHALL STRICTLY ADHERE
TO AND OBEY ALL APPLICABLE POLICIES AND PRACTICES NOW IN EFFECT OR SUBSEQUENTLY
PROMULGATED OR REVISED GOVERNING THE CONDUCT OF EMPLOYEES OF COMPANY.
IN THE
EVENT OF CONFLICT OR INCONSISTENCY BETWEEN THIS AGREEMENT AND THE EMPLOYEE
POLICIES AND WRITTEN MANUALS OF COMPANY, THE TERMS OF THIS AGREEMENT SHALL
GOVERN.
COMPANY WILL REVIEW EXECUTIVE'S PERFORMANCE ON AN ANNUAL BASIS, THROUGH
THE COB OR THE COB'S DESIGNEE.
2
3.2
BOARD.
DURING THE EMPLOYMENT TERM, EXECUTIVE SHALL SERVE, IF
ELECTED OR APPOINTED, AS A DIRECTOR OF PARENT, AS A DIRECTOR AND OFFICER OF ANY
SUBSIDIARY OR AFFILIATE OF PARENT, AND AS A MEMBER OF ANY COMMITTEE OF THE BOARD
OR ANY COMMITTEE OF THE BOARD OF DIRECTORS OF ANY OF PARENT'S SUBSIDIARIES OR
AFFILIATES.
4.
EMPLOYMENT TERM; TERMINATION.
4.1
EMPLOYMENT TERM.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, UNLESS TERMINATED EARLIER IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 4.2, EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT COMMENCES ON THE
EFFECTIVE DATE AND WILL CONTINUE THROUGH AND UNTIL DECEMBER 31, 2010 (THE
"INITIAL TERM") AND SHALL AUTOMATICALLY AND REPEATEDLY RENEW FOR