OF SUCH CORPORATION OR ENTITY, OR THE POWER TO ELECT AT LEAST
FIFTY (50%) PERCENT OF THE DIRECTORS OF SUCH CORPORATION OR ENTITY, OR SUCH
OTHER RELATIONSHIP WHICH IN FACT CONSTITUTES ACTUAL CONTROL.
4.
TERM OF AGREEMENT. THE INITIAL TERM OF
BROWN'S EMPLOYMENT UNDER THIS AGREEMENT SHALL COMMENCE ON THE EFFECTIVE DATE AND
END ON DECEMBER 31, 2010; PROVIDED THAT UNLESS NOTICE OF TERMINATION HAS BEEN
PROVIDED IN ACCORDANCE WITH PARAGRAPH 7(A) AT LEAST SIXTY (60) DAYS PRIOR TO THE
EXPIRATION OF THE INITIAL TERM OR ANY ADDITIONAL TWELVE (12) MONTH TERM (AS
PROVIDED BELOW), OR UNLESS THIS AGREEMENT IS OTHERWISE TERMINATED IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT, THIS AGREEMENT SHALL AUTOMATICALLY BE EXTENDED
FOR ADDITIONAL TWELVE (12) MONTH PERIODS (THE "TERM").
5.
BASE COMPENSATION. DURING THE TERM, IN
CONSIDERATION FOR THE SERVICES AS EXECUTIVE VICE PRESIDENT OF MANUFACTURING
REQUIRED UNDER THIS AGREEMENT, THE CORPORATION AGREES TO PAY BROWN AN ANNUAL
BASE SALARY OF TWO HUNDRED FIFTY-FIVE THOUSAND DOLLARS ($255,000), OR SUCH
HIGHER FIGURE AS MAY BE DETERMINED AT AN ANNUAL REVIEW OF HIS PERFORMANCE AND
COMPENSATION BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS.
THE
ANNUAL REVIEW OF BROWN'S BASE SALARY SHALL BE CONDUCTED BY THE COMPENSATION
COMMITTEE OF THE BOARD OF DIRECTORS WITHIN A REASONABLE TIME AFTER THE END OF
EACH FISCAL YEAR OF THE CORPORATION AND ANY INCREASE SHALL BE RETROACTIVE TO
JANUARY 1ST OF THE THEN CURRENT AGREEMENT YEAR. THE AMOUNT OF ANNUAL BASE SALARY
SHALL BE PAYABLE IN EQUAL INSTALLMENTS CONSISTENT WITH THE CORPORATION'S PAYROLL
PAYMENT SCHEDULE FOR OTHER EXECUTIVE EMPLOYEES OF THE CORPORATION. BROWN MAY
CHOOSE TO SELECT A PORTION OF HIS COMPENSATION TO BE PAID AS DEFERRED INCOME
THROUGH QUALIFIED PLANS OR OTHER PROGRAMS CONSISTENT WITH THE POLICY OF THE
CORPORATION AND SUBJECT TO ANY AND ALL APPLICABLE FEDERAL, STATE OR LOCAL LAWS,
RULES OR REGULATIONS.
6.
OTHER COMPENSATION AND BENEFITS. DURING
THE TERM, IN ADDITION TO HIS BASE SALARY, THE CORPORATION SHALL PROVIDE BROWN
THE FOLLOWING:
(A)
INCENTIVE COMPENSATION. BROWN SHALL
PARTICIPATE IN THE COMPANY'S ANNUAL BONUS PLAN (THE "ANNUAL BONUS PLAN"), AS
SHALL BE ADOPTED AND/OR MODIFIED FROM TIME TO TIME BY THE BOARD OF DIRECTORS OR
THE COMPENSATION COMMITTEE. ANNUAL BONUS PLAN AWARDS ARE CALCULATED AS A
PERCENTAGE OF BROWN'S BASE SALARY ON THE LAST DAY OF THE ANNUAL BONUS PLAN
PERFORMANCE PERIOD. THE PERCENTAGES OF BASE SALARY THAT BROWN IS ELIGIBLE TO
RECEIVE BASED ON PERFORMANCE RANGE FROM 0% AT "THRESHOLD" TO 35% AT "TARGET" AND
TO 70% AT "MAXIMUM," AS SUCH TERMS ARE DEFINED IN THE ANNUAL BONUS PLAN.
ANNUAL
BONUS PLAN AWARDS ARE PAYABLE NO LATER THAN THE 15TH DAY OF THE THIRD MONTH
FOLLOWING THE END OF EACH FISCAL YEAR OF THE CORPORATION.
IN ADDITION, BROWN
SHALL BE ELIGIBLE TO PARTICIPATE IN ALL OTHER INCENTIVE COMPENSATION PLANS, IF
ANY, THAT MAY BE ADOPTED BY THE CORPORATION FROM TIME TO TIME AND WITH RESPECT
TO WHICH THE OTHER EXECUTIVE EMPLOYEES OF THE CORPORATION ARE ELIGIBLE TO
PARTICIPATE.
(B)
VACATION. BROWN SHALL BE ENTITLED TO