COMPENSATION.
AS
COMPENSATION FOR THE SERVICES TO BE RENDERED BY THE EMPLOYEE TO THE CORPORATION
PURSUANT TO THIS AGREEMENT, THE EMPLOYEE SHALL BE PAID THE FOLLOWING
COMPENSATION AND OTHER BENEFITS:
(A)
SALARY:
SALARY SHALL BE PAYABLE IN EQUAL
BIMONTHLY INSTALLMENTS IN ARREARS, OR OTHERWISE IN ACCORDANCE WITH THE
CORPORATION'S ORDINARY PAYROLL PRACTICES.
EMPLOYEE SHALL BE ENTITLED TO ANNUAL
SALARY, AS FOLLOWS:
for the period from January 1, 2009 through December 31, 2009
$335,000
for the period from January 1, 2010 through December 31, 2010
$345,000
for the period from January 1, 2011 through December 31, 2011
$355,000
or such higher compensation as may be established by the Corporation from time
to time.
(B)
BONUS:
THE EMPLOYEE SHALL BE ELIGIBLE FOR
AN ANNUAL BONUS IN AN AMOUNT OF UP TO $140,000, WITH THE CRITERIA UPON WHICH ANY
BONUS WOULD BE AWARDED TO BE DETERMINED IN THE SOLE DISCRETION OF THE
COMPENSATION COMMITTEE (OR OTHER APPLICABLE COMMITTEE) OF THE BOARD OF DIRECTORS
(THE "COMPENSATION COMMITTEE') BASED IN PART ON REVENUE AND EBITDA GOALS.
ANY
ANNUAL BONUS THAT BECOMES PAYABLE PURSUANT TO THIS SECTION 4(B) SHALL BE PAID
BETWEEN JANUARY 1 AND MARCH 15TH OF THE YEAR FOLLOWING THE YEAR FOR WHICH SUCH
ANNUAL BONUS WAS EARNED; PROVIDED, HOWEVER, IN NO EVENT WILL THE BONUS BE PAID
AFTER DECEMBER 31 OF THE YEAR FOLLOWING THE YEAR FOR WHICH SUCH ANNUAL BONUS WAS
EARNED.
(C)
STOCK INCENTIVE PLANS:
THE EMPLOYEE WILL
BE AWARDED A STOCK OPTION TO PURCHASE 250,000 SHARES OF THE CORPORATION'S COMMON
STOCK, UNDER THE CORPORATION'S STOCK INCENTIVE PLAN, AT AN EXERCISE PRICE EQUAL
TO THE FAIR MARKET VALUE OF THE CORPORATION'S COMMON STOCK ON THE GRANT DATE, AS
DETERMINED BY THE COMPENSATION COMMITTEE.
IN ADDITION, THE EMPLOYEE MAY RECEIVE
ADDITIONAL AWARDS UNDER SUCH STOCK INCENTIVE PLAN AS THE COMPENSATION COMMITTEE
MAY DETERMINE FROM TIME TO TIME, SUBJECT TO ANY LIMITATION AS MAY BE PROVIDED
BY
3
APPLICABLE LAW OR REGULATION OR THE TERMS OF THE STOCK INCENTIVE PLAN.
ALL
OUTSTANDING STOCK OPTIONS HELD BY OR ON BEHALF OF THE EMPLOYEE SHALL BECOME
FULLY VESTED AND EXERCISABLE UPON THE OCCURRENCE OF A CHANGE IN CONTROL OF THE
CORPORATION (AS DEFINED IN THE APPLICABLE STOCK OPTION AGREEMENT OR RELATED PLAN
DOCUMENT).
(D)
CAR ALLOWANCE:
THE CORPORATION SHALL PAY TO
THE EMPLOYEE A CAR ALLOWANCE IN AN AMOUNT EQUAL TO $500 PER MONTH DURING THE
EMPLOYMENT TERM PAYABLE PURSUANT TO THE CORPORATION'S CUSTOMARY PAYROLL
PRACTICES.
(E)
EMPLOYEE BENEFIT PLANS:
THE EMPLOYEE SHALL
BE ELIGIBLE TO PARTICIPATE, ON A BASIS COMPARABLE TO OTHER EXECUTIVE OFFICERS,
IN ANY PROFIT SHARING, RETIREMENT, INSURANCE, HEALTH OR OTHER EMPLOYEE BENEFIT
PLAN MAINTAINED BY THE CORPORATION.
(F)
REIMBURSEMENT OF EXPENSES:
IN ADDITION
TO THE COMPENSATION PROVIDED FOR HEREOF, UPON SUBMISSION OF PROPER VOUCHERS, THE
CORPORATION WILL PAY OR REIMBURSE THE EMPLOYEE FOR ALL NORMAL AND REASONABLE
TRAVEL AND ENTERTAINMENT EXPENSES INCURRED BY THE EMPLOYEE DURING THE EMPLOYMENT
TERM IN CONNECTION WITH THE EMPLOYEE'S RESPONSIBILITIES TO THE CORPORATION.
5.
LIFE INSURANCE.
THE CORPORATION, IN
ITS DISCRETION, MAY APPLY FOR AND