FACT, TO ACT FOR AND IN
EXECUTIVE'S BEHALF AND STEAD TO EXECUTE AND FILE ANY SUCH APPLICATIONS AN TO DO
ALL OTHER LAWFULLY PERMITTED ACTS TO FURTHER THE PROSECUTION AND ISSUANCE OF
LETTERS PATENT OR COPYRIGHT REGISTRATIONS THEREON WITH THE SAME LEGAL FORCE AND
EFFECT AS IF EXECUTED BY EXECUTIVE.
4.6
EXCEPTION TO ASSIGNMENTS.
EXECUTIVE UNDERSTANDS THAT THE PROVISION OF THIS
AGREEMENT REQUIRING ASSIGNMENT OF INVENTIONS TO THE COMPANY DO NOT APPLY TO ANY
INVENTION WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE
SECTION 2870 (ATTACHED AS EXHIBIT B).
EXECUTIVE WILL ADVISE THE COMPANY
PROMPTLY IN WRITING OF ANY INVENTIONS THAT EXECUTIVE BELIEVES MEET THE CRITERIA
IN CALIFORNIA LABOR CODE SECTION 2870.
5.
OFFICE.
THE COMPANY SHALL PROVIDE EXECUTIVE WITH AN OFFICE AT THE
LOCATION OF THE COMPANY'S PRIMARY BUSINESS OPERATIONS THAT IS CONSISTENT WITH
HIS POSITIONS AND TITLES.
6.
COMPENSATION AND FRINGE BENEFITS.
6.1
BASE SALARY.
FOR ALL SERVICES RENDERED BY EXECUTIVE PURSUANT TO THIS
AGREEMENT, THE COMPANY SHALL PAY EXECUTIVE A BASE SALARY (THE "BASE SALARY") AT
THE ANNUAL RATE OF NOT LESS THAN FIVE HUNDRED SIXTY TWO THOUSAND THREE HUNDRED
EIGHTY DOLLARS ($562,380.00) AS OF THE EFFECTIVE DATE.
THE BASE SALARY SHALL BE
PAID IN PERIODIC INSTALLMENTS IN ACCORDANCE WITH THE COMPANY'S REGULAR PAYROLL
PRACTICES.
EXECUTIVE'S ANNUAL SALARY SHALL BE ADJUSTED ANNUALLY ON JANUARY 1 OF
EACH YEAR TO COMPENSATE FOR CHANGES IN THE COST OF LIVING.
THE AMOUNT OF EACH
ANNUAL COST OF LIVING INCREASE SHALL BE TWICE THE RATE DETERMINED FOR SUCH
ANNUAL PERIOD BY THE "CONSUMER PRICE INDEX FOR URBAN WAGE EARNERS AND CLERICAL
WORKERS (ALL ITEMS) PUBLISHED BY THE BUREAU OF LABOR STATISTICS, U.S. DEPARTMENT
OF LABOR (1967 EQUALS 100)."
6.2
BONUSES.
(A)
EXECUTIVE SHALL BE ENTITLED TO A GUARANTEED BONUS OF ONE HUNDRED
FIFTY THOUSAND DOLLARS ($150,000.00) ON JANUARY 1 OF EACH YEAR DURING THE TERM
OF THIS AGREEMENT, PROVIDED THAT HE REMAINS CONTINUOUSLY EMPLOYED BY THE COMPANY
THROUGH EACH APPLICABLE DATE (THE "GUARANTEED BONUS"), WHICH SHALL BE PAID IN
ACCORDANCE WITH THE COMPANY'S NORMAL PAYROLL PRACTICES AND POLICIES NO LATER
THAN MARCH 15 OF THE YEAR FOLLOWING THE YEAR IN WHICH EXECUTIVE'S RIGHT TO SUCH
BONUS VESTS.
(B)
EXECUTIVE SHALL BE ELIGIBLE TO RECEIVE AN ANNUAL PERFORMANCE-BASED
BONUS OF THREE HUNDRED AND FIFTY THOUSAND DOLLARS ($350,000.00) BASED UPON
4
ACHIEVEMENT OF CERTAIN CRITERIA TO BE SPECIFIED BY THE COMPENSATION COMMITTEE OF
THE BOARD ("COMPENSATION COMMITTEE"), INCLUDING (WITHOUT LIMITATION) REVENUE AND
PROFITABILITY TARGETS AND/OR OTHER ORGANIZATIONAL AND STRATEGIC MILESTONES (THE
"PERFORMANCE BONUS"; AND TOGETHER WITH THE GUARANTEED BONUS, THE "BONUSES").
THE PERFORMANCE BONUS SHALL BE BASED UPON ACHIEVING PERFORMANCE OBJECTIVES
DURING EACH CALENDAR YEAR AND SHALL BE PAYABLE IN ACCORDANCE WITH THE COMPANY'S
NORMAL PAYROLL PRACTICES AND POLICIES NO LATER THAN MARCH 15 OF THE YEAR
FOLLOWING THE YEAR IN WHICH EXECUTIVE'S RIGHT TO SUCH BONUS VESTS.
6.3
STOCK OPTIONS.
(A)
EXECUTIVE SHALL BE PERMITTED TO PARTICIPATE IN ANY STOCK OPTION
AND SIMILAR PLANS AS ADOPTED BY THE COMPANY FROM TIME TO TIME FOR THE GRANT OF
STOCK OPTIONS