ANY AFFILIATE BEFORE SUCH TIME AND ELIGIBILITY FOR PAYMENTS AND
BENEFITS HEREUNDER WILL BE DETERMINED AS OF THAT TIME.
(P)
"TOTAL DISABILITY" MEANS YOUR INABILITY, THROUGH PHYSICAL OR
MENTAL ILLNESS OR ACCIDENT, TO PERFORM THE MAJORITY OF YOUR USUAL DUTIES AND
RESPONSIBILITIES HEREUNDER (AS SUCH DUTIES ARE CONSTITUTED ON THE DATE OF THE
COMMENCEMENT OF SUCH DISABILITY) IN THE MANNER AND TO THE EXTENT REQUIRED UNDER
THIS AGREEMENT FOR A PERIOD OF AT LEAST NINETY (90) CONSECUTIVE DAYS.
TOTAL
DISABILITY SHALL BE DEEMED TO HAVE OCCURRED ON THE FIRST DAY FOLLOWING THE
EXPIRATION OF SUCH NINETY (90) DAY PERIOD.
(Q)
"TRADE SECRETS" MEANS ANY AND ALL INFORMATION CONCERNING, RELATING
TO AND/OR IN THE POSSESSION OF, THE COMPANY AND/OR ITS AFFILIATES AND/OR THE
BUSINESS OF THE COMPANY THAT QUALIFIES AS A TRADE SECRET AS DEFINED BY THE LAWS
OF THE STATE OF GEORGIA ON THE DATE OF THIS AGREEMENT AND AS SUCH LAWS ARE
AMENDED FROM TIME TO TIME THEREAFTER.
(R)
"VOTING STOCK" MEANS THE THEN OUTSTANDING SECURITIES OF AN ENTITY
ENTITLED TO VOTE GENERALLY IN THE ELECTION OF MEMBERS OF THAT ENTITY'S BOARD OF
DIRECTORS.
2.
EMPLOYMENT; DUTIES.
(A)
THE COMPANY AGREES TO EMPLOY YOU AS CHIEF EXECUTIVE OFFICER AND
PRESIDENT OF THE COMPANY WITH THE DUTIES AND RESPONSIBILITIES GENERALLY
ASSOCIATED WITH SUCH POSITION AND SUCH OTHER REASONABLE ADDITIONAL
RESPONSIBILITIES AND POSITIONS AS MAY BE ADDED TO YOUR DUTIES FROM TIME TO TIME
BY THE BOARD OF DIRECTORS CONSISTENT WITH YOUR POSITION.
AS CHIEF EXECUTIVE
OFFICER OF THE COMPANY, YOU SHALL SERVE AS A MEMBER OF THE BOARD OF DIRECTORS OF
HELIO, INC., THE COMPANY'S JOINT VENTURE WITH SK TELECOM CO., LTD., FOR SO LONG
AS THE COMPANY HAS THE POWER UNDER THE HELIO, INC. STOCKHOLDERS AGREEMENT TO
APPOINT AT LEAST THREE DIRECTORS.
(B)
DURING YOUR EMPLOYMENT HEREUNDER, YOU SHALL (I) DILIGENTLY FOLLOW
AND IMPLEMENT ALL COMPANY EMPLOYEE POLICIES AND ALL MANAGEMENT POLICIES AND
DECISIONS COMMUNICATED TO YOU BY THE BOARD OF DIRECTORS; AND (II) TIMELY PREPARE
AND FORWARD TO THE BOARD OF DIRECTORS ALL REPORTS AND ACCOUNTINGS AS MAY BE
REASONABLY REQUESTED OF YOU.
(C)
YOU SHALL RELOCATE TO THE METROPOLITAN AREA OF ATLANTA, GEORGIA
WITHIN 12 MONTHS FOLLOWING JUNE 25, 2007, AND YOU SHALL BE COVERED BY THE
COMPANY'S EMPLOYEE RELOCATION POLICY IN CONNECTION WITH SUCH RELOCATION.
THE
COMPANY WILL REIMBURSE YOU UP TO $6,000 PER MONTH FOR TEMPORARY HOUSING EXPENSES
AND HOME TRAVEL FOR A PERIOD
EQUAL TO THE SHORTER OF (I) 12 MONTHS OR (II) UNTIL YOU ACQUIRE PERMANENT
HOUSING IN THE ATLANTA, GEORGIA METROPOLITAN AREA.
3.
TERM.
THE TERM HEREOF SHALL COMMENCE ON JUNE 25, 2007, SHALL
CONTINUE FOR A PERIOD OF THREE (3) YEARS AND SHALL BE AUTOMATICALLY EXTENDED
FROM YEAR-TO-YEAR THEREAFTER UNLESS TERMINATED IN ACCORDANCE WITH SECTION 6
HEREOF (THE "TERM").
4.
COMPENSATION.
(A)
(1)
YOU SHALL BE PAID AN ANNUAL BASE SALARY OF NOT LESS THAN
SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) PER YEAR (THE "BASE SALARY")
COMMENCING ON JUNE 25, 2007.
THE BASE SALARY SHALL ACCRUE AND BE DUE AND