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.
(L)
"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.
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.
(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.
3.
TERM.
THE TERM HEREOF COMMENCED ON JUNE 25, 2007, SHALL CONTINUE
FOR A PERIOD OF THREE (3) YEARS FROM SUCH DATE 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
EIGHT HUNDRED THOUSAND DOLLARS ($800,000) PER YEAR (THE "BASE SALARY").
THE
BASE SALARY SHALL ACCRUE AND BE DUE AND PAYABLE IN EQUAL, OR AS NEARLY EQUAL AS
4
PRACTICABLE, BIWEEKLY INSTALLMENTS AND THE COMPANY MAY DEDUCT FROM EACH SUCH
INSTALLMENT ALL AMOUNTS REQUIRED TO BE DEDUCTED AND WITHHELD IN ACCORDANCE WITH
APPLICABLE FEDERAL AND STATE INCOME, FICA AND OTHER WITHHOLDING TAX
REQUIREMENTS.
(2)
THE BASE SALARY SHALL BE REVIEWED BY THE BOARD OF DIRECTORS AT LEAST ONCE
DURING EACH YEAR OF THE TERM AND MAY BE INCREASED FROM TIME TO TIME AND AT ANY
TIME BY THE BOARD OF DIRECTORS.
THE BASE SALARY SHALL IN NO EVENT BE REDUCED OR
DECREASED BELOW THE HIGHEST LEVEL ATTAINED AT ANY TIME BY YOU, UNLESS YOU AND
THE BOARD OF DIRECTORS AGREE TO IMPLEMENT A SALARY REDUCTION PROGRAM FOR COST
ABATEMENT PURPOSES.
(3)
AS THE TERM BEGINS ON OTHER THAN THE FIRST BUSINESS DAY OF A CALENDAR MONTH
AND AS THE TERM HEREOF SHALL TERMINATE ON OTHER THAN THE LAST DAY OF A CALENDAR
MONTH, YOUR COMPENSATION FOR SUCH MONTH SHALL BE PRORATED ACCORDING TO THE
NUMBER OF DAYS DURING SUCH MONTH THAT OCCUR WITHIN THE TERM.
(B)
FOR EACH FISCAL YEAR OF THE COMPANY, YOU SHALL BE ENTITLED TO
RECEIVE AN