Common use of Compensation & Duties Clause in Contracts

Compensation & Duties. (a) During the Employment Term, the Company shall pay Employee a base salary at the annual rate equal to $200,000.00. Said base salary shall be payable in cash in equal installments on a semi-monthly basis, or in accordance with such other salary payment schedule as the Company may adopt for its employees generally. (b) Employee shall receive a monthly car allowance of $600.00 plus reimbursement for all car repairs, license fees and insurance. (c) During the Employment Term, Employee shall be entitled to the following benefits provided by the Company: (1) medical and dental insurance, providing coverage on terms no less beneficial than those afforded other senior executives of the Company from time to time; (2) participation in any pension, profit sharing or similar retirement plans as may be implemented by the Company on terms no less beneficial than those afforded other senior executives of the Company from time to time; (3) a suitable office and furnishings; and (4) such other benefits as the Company may provide from time to time on terms no less beneficial than those afforded other senior executives of the Company. (d) Company shall continue to cover Employee on its Director and Officer insurance and indemnification policies. Additionally, Company hereby indemnifies and holds harmless Employee from any losses, damages, claims, and causes of action arising out of the actions or inactions of the Board of Directors and/or the officers of the Company for any period before March 24, 1998. (e) As of March 24, 1998, the Company has granted to Employee options to purchase 250,000 shares of the Company's common stock as follows: Option Price per Vesting Period to Exercise Shares Options Date After Vesting Period ------ --------- ------- -------------------- 250,000 $1.56 100,000 vested 10 years 150,000 vested over three (3) years commencing 3/24/97 With regard to the foregoing options, all options shall immediately vest upon any Change of Control (as hereinafter defined), termination without cause or termination for good reason.

Compensation & Duties. (a) During the Employment Term, the Company shall pay Employee a base salary at the annual rate equal to $200,000.00300,000.00. Employee has agreed to defer $50,000.00 of his Base Salary until the earlier to occur of the following: (i) 3/1/99; (ii) change of control; (iii) termination without cause; or (iv) termination for good cause. Said base salary shall be payable in cash in equal installments on a semi-monthly basis, or in accordance with such other salary payment schedule as the Company may adopt for its employees generally. On March 1, 1998, Company shall loan Employee $50,000. Employee shall not be personally liable for repayment of the loan. Repayment of the loan shall be secured solely by the stock options granted under this Agreement; provided that, in the event of a change of control, termination without cause or termination for good reason, Employee shall not be obligated to repay the loan and the Company shall be liable for any and all taxes associated with the nonpayment of the loan. (b) Employee shall receive a monthly car allowance of $600.00 plus reimbursement for all car repairs, license fees and insurance. (c) During the Employment Term, Employee shall be entitled to the following benefits provided by the Company: (1) medical and dental insurance, providing coverage on terms no less beneficial than those afforded other senior executives of the Company from time to time; (2) participation in any pension, profit sharing or similar retirement plans as may be implemented by the Company on terms no less beneficial than those afforded other senior executives of the Company from time to time; (3) a suitable office and furnishings; and (4) such other benefits as the Company may provide from time to time on terms no less beneficial than those afforded other senior executives of the Company. (dc) Company shall continue add Employee to cover Employee on its Director and Officer insurance and indemnification policies. Additionally, Company hereby indemnifies and holds harmless Employee from any losses, damages, claims, and causes of action arising out of the actions or inactions of the Board of Directors and/or the officers of the Company for any period before March 241, 1998. (ed) As of March 24, 1998, the Company has had granted to Employee options to purchase 250,000 500,000 shares of the Company's common stock as follows: Option Price per Vesting Period to Exercise Shares Options Date After Vesting Period ------ --------- ------- -------------------- 250,000 500,000 $1.56 100,000 vested February 28, 1999 10 years 150,000 vested over three years (3e) years commencing 3/24/97 With regard The Company has paid to Employee the amount of $20,000 upon the later of (i) the date Employee permanently relocates to California, or (ii) March 1, 1998, which amount shall be treated as reimbursement of Employee's moving expenses to California. The payment shall be treated as a qualified moving expense payment for California and federal income tax purposes and, as such, income taxes shall not be withheld from such amount. (f) Employee has been appointed to the foregoing optionsBoard of Directors of the Company and Company has reconstituted the Board of Directors as follows: Xxx Xxxxxxx, all options Chairman Xxx Xxxx Xxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx The Company shall immediately vest upon any Change of Control (as hereinafter defined), termination without cause or termination reimburse Employee for good reasonreasonable expenses incurred by him for lodging in Los Angeles for up to two days a week.

Compensation & Duties. (a) During the Employment Term, the Company shall pay Employee a base salary at the annual rate equal to $200,000.00175,000.00. Said base salary shall be payable in cash in equal installments on a semi-monthly basis, or in accordance with such other salary payment schedule as the Company may adopt for its employees generally. (b) Employee shall receive a monthly car allowance of $600.00 plus reimbursement for all car repairs, license fees and insurance. (c) During the Employment Term, Employee shall be entitled to the following benefits provided by the Company: (1) medical and dental insurance, providing coverage on terms no less beneficial than those afforded other senior executives of the Company from time to time; (2) participation in any pension, profit sharing or similar retirement plans as may be implemented by the Company on terms no less beneficial than those afforded other senior executives of the Company from time to time; (3) a suitable office and furnishings; and (4) such other benefits as the Company may provide from time to time on terms no less beneficial than those afforded other senior executives of the Company. (d) Company shall continue to cover Employee on its Director and Officer insurance and indemnification policies. Additionally, Company hereby indemnifies and holds harmless Employee from any losses, damages, claims, and causes of action arising out of the actions or inactions of the Board of Directors and/or the officers of the Company for any period before March 24, 1998. (e) As of March 24, 1998, the Company has granted to Employee options to purchase 250,000 shares of the Company's common stock as follows: Option Price per Vesting Period to Exercise Shares Options Date After Vesting Period ------ --------- ------- ---- -------------------- 250,000 $1.56 100,000 150,000 vested 10 years 150,000 100,000 vested over three three (3) years commencing 3/24/97 With regard to the foregoing options, all options shall immediately vest upon any Change of Control (as hereinafter defined), termination without cause or termination for good reason.

Compensation & Duties. (a) During the Employment Term, the Company shall pay Employee a base salary at the annual rate equal to $200,000.00175,000.00. Said base salary shall be payable in cash in equal installments on a semi-monthly basis, or in accordance with such other salary payment schedule as the Company may adopt for its employees generally. (b) Employee shall receive a monthly car allowance of $600.00 plus reimbursement for all car repairs, license fees and insurance. (c) During the Employment Term, Employee shall be entitled to the following benefits provided by the Company: (1) medical and dental insurance, providing coverage on terms no less beneficial than those afforded other senior executives of the Company from time to time; (2) participation in any pension, profit sharing or similar retirement plans as may be implemented by the Company on terms no less beneficial than those afforded other senior executives of the Company from time to time; (3) a suitable office and furnishings; and (4) such other benefits as the Company may provide from time to time on terms no less beneficial than those afforded other senior executives of the Company. (dc) Company shall continue add Employee to cover Employee on its Director and Officer insurance and indemnification policies. Additionally, Company hereby indemnifies and holds harmless Employee from any losses, damages, claims, and causes of action arising out of the actions or inactions of the Board of Directors and/or the officers of the Company for any period before March 24, 1998. (ed) As of On March 24, 1998, the Company has granted shall grant to Employee options to purchase 250,000 shares of the Company's common stock as follows: Option Price per Vesting Period to Exercise Shares Options Date After Vesting Period ------ --------- ------- -------------------- 250,000 $1.56 100,000 vested 10 years 150,000 vested over three Three Years Ten (310) years commencing 3/24/97 Years With regard to the foregoing options, all options shall immediately vest upon any Change of Control (as hereinafter defined), termination without cause or termination for good reasoncause.

Compensation & Duties. (a) During the Employment Term, the Company shall pay Employee a base salary at the annual rate equal to $200,000.00200,000. Said base salary shall be payable in cash in equal installments on a semi-monthly basis, or in accordance with such other salary payment schedule as the Company may adopt for its employees generally. (b) Employee shall receive a monthly car allowance of $600.00 plus reimbursement for all car repairs, license fees and insurance. (c) During the Employment Term, Employee shall be entitled to the following benefits provided by the Company: (1) medical and dental insurance, providing coverage on terms no less beneficial than those afforded other senior executives of the Company from time to time; (2) participation in any pension, profit sharing or similar retirement plans as may be implemented by the Company on terms no less beneficial than those afforded other senior executives of the Company from time to time; (3) a $500 (five hundred dollar) car allowance; (4) a suitable office and furnishings; and (45) such other benefits as the Company may provide from time to time on terms no less beneficial than those afforded other senior executives of the Company. (dc) Company shall continue add Employee to cover Employee on its Director and Officer insurance and indemnification policies. Additionally, Company hereby indemnifies and holds harmless Employee from any losses, damages, claims, and causes of action arising out of the actions or inactions of the Board of Directors and/or the officers of the Company for any period before March 24December 1, 19982000. (ed) As of March 24, 1998, the The Company has granted shall grant to Employee options to purchase 250,000 125,000 shares of the Company's ’s common stock as follows: Option Price per Vesting Period to Exercise Shares Options Date After Vesting Period ------ --------- ------- -------------------- 250,000 $1.56 100,000 vested at fair market value. Upon execution of this Agreement, 35% of such options shall be vested. On December 1, 2002, an additional 35% of such options shall vest and on December 1, 2003, the remaining 30% of such options shall vest. Employee will have 10 years 150,000 vested over three (3) years commencing 3/24/97 With regard to the foregoing exercise these options, all options shall immediately vest upon any Change of Control (as hereinafter defined), termination without cause or termination for good reason.;