THE
FORM OR MANNER IN WHICH DOCUMENTED OR RECORDED.
(F)
"INVENTIONS" MEANS INVENTIONS (WHETHER PATENTABLE OR NOT),
DISCOVERIES, IMPROVEMENTS, DESIGNS, AND IDEAS OR RELATED TECHNOLOGIES OR
METHODOLOGIES (WHETHER OR NOT SHOWN OR DESCRIBED IN WRITING OR REDUCED TO
PRACTICE) INCLUDING, AND IN ADDITION TO ANY SUCH CONFIDENTIAL INFORMATION OR
COPYRIGHT WORKS.
3.
DURATION.
THIS AGREEMENT SHALL CONTINUE FOR ONE (1) YEAR FROM
THE EFFECTIVE DATE.
IF THIS AGREEMENT IS NOT TERMINATED AS HEREINAFTER
PROVIDED, AT THE CONCLUSION OF ONE (1) YEAR, THIS AGREEMENT SHALL CONTINUE ON A
MONTH-TO-MONTH BASIS, SUBJECT TO ALL TERMS AND CONDITIONS CONTAINED HEREIN.
4.
DUTIES AND RESPONSIBILITIES.
UPON EXECUTION OF THIS AGREEMENT,
EXECUTIVE SHALL DILIGENTLY RENDER HIS SERVICES TO EMPLOYER IN ACCORDANCE WITH
EMPLOYER'S DIRECTIVES, AND SHALL USE HIS BEST EFFORTS AND GOOD FAITH IN
ACCOMPLISHING SUCH DIRECTIVES.
WHILE EXECUTIVE'S PRIMARY RESPONSIBILITY AND
FOCUS WILL BE TO FULFILL THE DUTIES OF HIS POSITION AS VICE PRESIDENT AND
CO-GENERAL MANAGER, EXECUTIVE AGREES TO PERFORM SUCH ADDITIONAL TASKS AND
PERFORM SUCH DUTIES AS ARE ASSIGNED BY EMPLOYER TO EXECUTIVE THAT ARE CONSISTENT
WITH THE BUSINESS OBJECTIVES OF THE COMPANY AND EXECUTIVE'S SKILLS AND
ABILITIES.
EXECUTIVE SHALL REPORT TO THE COMPANY'S CHAIRMAN AND CEO, RICHARD
SNYDER.
THROUGHOUT HIS EMPLOYMENT WITH THE COMPANY, EXECUTIVE AGREES TO DEVOTE
HIS FULL-TIME EFFORTS, ABILITIES, AND ATTENTION (DEFINED TO MEAN NOT LESS THAN
FORTY (40) HOURS/WEEK) TO THE BUSINESS OF EMPLOYER, NOT TO ENGAGE IN ANY
ACTIVITIES WHICH COULD REASONABLY BE EXPECTED TO INTERFERE WITH SUCH EFFORTS,
AND NOT TO PERFORM SERVICES FOR ANY OTHER EMPLOYER OR BECOME SELF-EMPLOYED.
EMPLOYER ACKNOWLEDGES AND AGREES THAT EXECUTIVE'S MANAGEMENT AND SUPERVISION OF
FAMILY INVESTMENTS, INCLUDING WITHOUT LIMITATION HIS CONTINUED MANAGEMENT OF
SARLA INFOTECH LIMITED (WHICH IS THE LANDLORD OF PREMISES USED BY EMPLOYER'S
SUBSIDIARY IN INDIA) SUBSTANTIALLY AS HERETOFORE, OR HIS PROVISION OF
UNCOMPENSATED ADVICE AND ASSISTANCE TO FAMILY BUSINESSES THAT DO NOT CONSTITUTE
A CONFLICT OF INTEREST, AND WHICH IN THE AGGREGATE DO NOT MATERIALLY INTERFERE
WITH EXECUTIVE'S FULL-TIME EFFORTS, SHALL NOT BE PROHIBITED OR A VIOLATION
HEREUNDER.
5.
COMPENSATION AND BENEFITS.
IN RETURN FOR THE SERVICES TO BE
PROVIDED BY EXECUTIVE PURSUANT TO THIS AGREEMENT, EMPLOYER AGREES TO PAY
EXECUTIVE AS FOLLOWS:
2
(a)
Base Salary.
Executive shall receive a base monthly salary of
$10,416.67 per month, less all legally required deductions and withholding,
payable on the 1st of each month.
(B)
TARGET BONUS.
EXECUTIVE SHALL BE ELIGIBLE TO RECEIVE A TARGET
BONUS NOT TO EXCEED A MAXIMUM OF 50% OF EXECUTIVE'S ANNUAL BASE SALARY, OR SUCH
LESSER AMOUNT AS MAY BE EARNED AND AUTHORIZED BY THE COMPANY, BASED UPON
EXECUTIVE'S SATISFACTION OF ESTABLISHED FINANCIAL AND STRATEGIC OBJECTIVES
("MBO'S").
THE COMPANY WILL REVIEW EXECUTIVE'S MBO'S WITH EXECUTIVE AT THE
BEGINNING OF EACH QUARTER.
(C)
MEDICAL. DISABILITY AND OTHER BENEFITS.
DURING EXECUTIVE'S
EMPLOYMENT WITH EMPLOYER, EXECUTIVE SHALL, IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF THE APPLICABLE PLAN DOCUMENTS AND ALL APPLICABLE LAWS, BE ELIGIBLE
TO PARTICIPATE IN THE VARIOUS MEDICAL, DISABILITY, LIFE INSURANCE AND OTHER
EMPLOYEE BENEFIT PLANS MADE AVAILABLE BY THE COMPANY, FROM