Common use of COMPENSATION; EXECUTIVE BENEFIT PLANS Clause in Contracts

COMPENSATION; EXECUTIVE BENEFIT PLANS. 4.1 The Company shall pay to Executive a base salary at an annual rate of $200,000 ($220,000 if promoted to Chief Executive Officer) during the term of this Agreement ("BASE SALARY"). The Base Salary shall be payable in installments throughout the year in the same manner and at the same times the Company pays base salaries to other executive officers of the Company. In the event that Executive's employment is terminated pursuant to Sections 3.1 (b), (c), (e), (f) or (g), above, Executive or Executive's estate shall continue to receive Executive's Base Salary plus the Bonus, if any, applicable for achieving "target" objectives and shall be entitled to continued participation in the Company Executive Benefit Plans (as defined below) for a period of six (6) months. Executive shall also receive payment for all approved expenses for which he has not been reimbursed pursuant to Section 4.4. Notwithstanding the foregoing, the Company shall not be obligated to pay Executive any amounts hereunder following the termination of Executive's employment pursuant to Section 3.1 (c), (e), (f) or (g), above, from and after any time that Executive accepts an employment or consulting position with any person or entity that is determined to be a competitor of the Company. 4.2 In addition to the Base Salary to be paid to Executive hereunder, the Company shall pay a performance bonus (the "BONUS") determined in accordance with revenue milestones to be agreed upon between Executive and the Board on a quarterly basis. Executive shall be eligible to receive a Bonus of up to seventy-five percent (75%) of Executive's Base Salary for each quarter upon achieving the "target" objectives set forth in the management incentive plan agreed to between Executive and the Chief Executive Officer or the Board, and payments of such lesser or greater amounts upon achieving results less than or greater than the "target" objectives as shall be contained in the management incentive plan agreed to between Executive and the Chief Executive Officer or the Board. 4.3 Executive shall be entitled each year to vacation for a minimum of four (4) calendar weeks, plus such additional period or periods as the Board may approve in the exercise of its reasonable discretion, during which time his compensation shall be paid in full. 4.4 Executive shall be entitled to reimbursement from the Company for the reasonable and necessary costs and expenses which he incurs in connection with the performance of his duties and obligations under this Agreement in a manner consistent with the Company's practices and policies as adopted or approved from time to time by the Chief Executive Officer or the Board for executive officers. 4.5 The Company may deduct from any compensation payable to Executive the minimum amounts sufficient to cover applicable federal, state and/or local income tax withholding, old-age and survivors' and other social security payments, state disability and other insurance premiums and payments. 4.6 During the term of his employment hereunder, Executive shall be eligible to participate in all operative employee benefit and welfare plans of the Company then in effect from time to time and in respect of which all executive officers of the Company and its affiliates generally are entitled to participate ("COMPANY EXECUTIVE BENEFIT PLANS"), including, to the extent then in effect, group life, medical, disability and other insurance plans, all on the same basis applicable to employees of the Company whose level of management and authority is comparable to that of Executive. 4.7 Executive shall be added as a fully covered person under the Company's director and officer liability insurance policy, and, to the extent the Company has such policies in effect, the Company's errors and omissions and employee practices liability insurance policies. Such director and officer liability insurance policy shall have minimum coverage of $3 million, and the Company shall maintain such director and officer liability insurance policy in good standing with an A-rated insurance company. The Company will fully disclose to Executive any and all exclusions in these policies, as applicable.

COMPENSATION; EXECUTIVE BENEFIT PLANS. 4.1 The (a) Commencing as of the Effective date, the Company shall pay to Executive a base salary at an annual rate of $200,000 Two Hundred Fifty Thousand Dollars ($220,000 if promoted to Chief Executive Officer250,000.00) during the term of Term pursuant to this Agreement ("BASE SALARY")Agreement. The Base Salary base salary shall be payable in monthly or other periodic installments throughout the year in the same manner and at the same times that the Company pays base salaries to its other executive officers officers. Executive's annual base salary shall be subject to review on each anniversary of this Agreement, and may, in the sole and absolute discretion of the Company. In the event Board, be increased at that Executive's employment is terminated pursuant to Sections 3.1 time. (b), ) At the sole discretion of the Board Executive may be paid a bonus of up to twenty percent (c), (e), (f20%) or (g), above, Executive or Executive's estate shall continue to receive Executive's Base Salary plus the Bonus, if any, applicable for achieving "target" objectives and shall be entitled to continued participation in the Company Executive Benefit Plans (as defined below) for a period of six (6) months. Executive shall also receive payment for all approved expenses for which he has not been reimbursed pursuant to Section 4.4. Notwithstanding the foregoing, the Company shall not be obligated to pay Executive any amounts hereunder following the termination of Executive's employment pursuant to Section 3.1 annual gross base salary (c"Bonus"), (e), (f) or (g), above, from and after any time that Executive accepts an employment or consulting position with any person or entity that is determined to be a competitor of the Company. 4.2 . In addition to the Base Salary base salary and Bonus to be paid to Executive hereunder, the Company shall pay a performance bonus (the "BONUS") determined in accordance with revenue milestones to be agreed upon between Executive and the Board on a quarterly basis. Executive shall be eligible entitled to receive a Bonus of up participate in any management bonus plans that the Board may elect to seventy-five percent (75%) of implement, in its sole discretion, at any time and from time to time. If any such plans are implemented, Executive's Base Salary for each quarter upon achieving the "target" objectives set forth in the management incentive plan agreed to between Executive and the Chief Executive Officer or the Board, and payments of such lesser or greater amounts upon achieving results less than or greater than the "target" objectives as participation therein shall be contained subject to the terms and conditions thereof, together with any other terms and conditions that the Board (or any Committee of the Board which shall have been empowered to administer and oversee any such plan) may impose upon Executive in the management incentive plan agreed to between Executive and the Chief Executive Officer or the Boardconnection therewith. 4.3 (c) Executive shall be entitled each year to vacation for a minimum period of four (4) calendar three weeks, plus such additional period or periods as the Board may approve in the exercise of its reasonable discretion, during which time his compensation all amounts to which he is entitled hereunder shall be paid in full. 4.4 (d) The Company shall reimburse Executive shall be entitled to reimbursement from the Company for the all reasonable and necessary costs and expenses expenses, including but not limited to, travel, entertainment, meals and lodging, which he Executive incurs in connection with the performance of his duties and obligations under this Agreement in a manner consistent with the Company's practices and policies as theretofore adopted or approved from time to time by the Chief Executive Officer or the Board for executive officers. In addition, the parties hereto specifically recognize that by reason of his position Executive is expected to join or continue his membership in certain clubs or other organizations. The Executive shall be reimbursed for all such expenses, including dues actually incurred, in an amount not to exceed $4,500. 4.5 (e) The Company may deduct from any compensation payable to Executive hereunder the minimum amounts sufficient to cover applicable federal, state and/or local income tax withholding, old-age and survivors' and other social security payments, state disability and other insurance premiums and payments. 4.6 During the term of his (f) If, at any time Executive's employment hereunder, Executive shall be eligible to participate in all operative employee benefit and welfare plans of with the Company is terminated other than pursuant to Section 3(d) hereof or for cause pursuant to Section 3(c) hereof, then in effect from time to time and in respect for a period of which all executive officers of the Company and its affiliates generally are entitled to participate ("COMPANY EXECUTIVE BENEFIT PLANS"), including, to the extent then in effect, group life, medical, disability and other insurance plans, all on the same basis applicable to employees of the Company whose level of management and authority is comparable to that of Executive. 4.7 Executive shall be added as a fully covered person under the Company's director and officer liability insurance policy, and, to the extent the Company has twelve months following such policies in effect, the Company's errors and omissions and employee practices liability insurance policies. Such director and officer liability insurance policy shall have minimum coverage of $3 million, and termination date the Company shall maintain such director and officer liability insurance policy in good standing with an A-rated insurance company. The Company will fully disclose continue to pay to Executive any and all exclusions the annual base salary being paid to Executive during the year in these policies, as applicablewhich such termination shall occur.

COMPENSATION; EXECUTIVE BENEFIT PLANS. 4.1 3.1 The Company shall pay to Executive a base salary at an annual rate of $200,000 ($220,000 if promoted to Chief Executive Officer) 250,000 during the term each fiscal year of this Agreement ("BASE SALARY")Agreement. The Base Salary base salary shall be payable in installments throughout the year in the same manner and at the same times the Company pays base salaries to other executive officers of the Company. In the event that Executive's employment is terminated pursuant to Sections 3.1 (b), (c), (e), (fSection 2(e) or (gSection 2(f), above, Executive or Executive's estate the Company shall continue to receive pay Executive's Base Salary plus the Bonus, if any, applicable for achieving "target" objectives and shall be entitled to continued participation in the Company Executive Benefit Plans (as defined below) then-current base salary for a period of six (6) months. Executive shall also receive payment for all approved expenses for which he has not been reimbursed pursuant to Section 4.4. Notwithstanding the foregoing, the Company shall not be obligated to pay Executive any amounts hereunder 12 months following the termination effective date of Executive's employment pursuant to Section 3.1 (c), (e), (f) or (g), above, from and after any time that Executive accepts an employment or consulting position with any person or entity that is determined to be a competitor of the Companysuch termination. 4.2 3.2 In addition to the Base Salary base salary to be paid to Executive hereunder, the Company shall pay a performance bonus to Executive (the "BONUSBonus") determined in accordance with revenue milestones to be agreed upon between Executive and the Board on a quarterly basis. Executive shall be eligible to receive a Bonus of up to seventy-five percent (75%) of ExecutiveCompany's Base Salary for each quarter upon achieving the "target" objectives set forth in the management incentive plan agreed to between for its executive officers with such "corporate goals" and "individual goals" for Executive and as the Chief Board shall from time-to-time approve; provided, that in no event shall the -------- Bonus for any fiscal year during the term of this Agreement exceed $100,000. In determining whether Executive Officer has achieved any of the "corporate goals" or "individual goals" established for Executive by the Board, the Board shall consider any extraordinary events or circumstances which may occur, the impact of those events on the "corporate goals" or "individual goals" established for Executive by the Board, and payments the extent to which those events were out of such lesser or greater amounts upon achieving results less than or greater than the "target" objectives as shall be contained in the management incentive plan agreed to between Executive and the Chief Executive Officer or the Boardcontrol of Executive. 4.3 3.3 Executive shall be entitled each year to vacation for a minimum of four (4) three calendar weeks, plus such additional period or periods as the Board may approve in the exercise of its reasonable discretion, during which time his compensation shall be paid in full. 4.4 3.4 Executive shall be entitled to reimbursement from the Company for the reasonable and necessary costs and expenses which he incurs in connection with the performance of his duties and obligations under this Agreement in a manner consistent with the Company's practices and policies as adopted or approved from time to time by the Chief Executive Officer or the Board for executive officers, and for reimbursement for executives' membership dues at North Ranch Country Club, or such other country club as Executive shall choose to join. 4.5 3.5 The Company shall reimburse Executive and Executive's covered dependents under any Company Executive Benefit Plan (as defined in Section 4 hereof) for the full amount of any cost, expense, deductible, co-payment or other amount incurred or paid by Executive in connection with Executive's or any of Executive's dependents' coverage under any such Executive Benefit Plan, provided such amounts are not paid by carriers under such Executive Benefit Plans. The Company further agrees to pay such costs directly if invoices or other appropriate documentation for such costs are submitted in advance to the Company for approval. Nothing contained in this Section 3.6 shall, in any manner whatsoever, directly or indirectly, require or obligate the Company to adopt or implement, or to prevent, preclude or otherwise prohibit the Company from amending, modifying, curtailing, discontinuing or otherwise terminating, any Company Executive Benefit Plan at any time (whether during or after the term hereof). 3.6 The Company shall provide for Executive's use during the Term of this Agreement, a 1998 Lexis LS 400, or other comparable automobile, and shall pay all expenses associated with the use of such automobile, including without limitation, fuel, insurance and maintenance. 3.7 The Company may deduct from any compensation payable to Executive the minimum amounts sufficient to cover applicable federal, state and/or local income tax withholding, old-age and survivors' and other social security payments, state disability and other insurance premiums and payments. 4.6 During the term of his employment hereunder, Executive shall be eligible to participate in all operative employee benefit and welfare plans of the Company then in effect from time to time and in respect of which all executive officers of the Company and its affiliates generally are entitled to participate ("COMPANY EXECUTIVE BENEFIT PLANS"), including, to the extent then in effect, group life, medical, disability and other insurance plans, all on the same basis applicable to employees of the Company whose level of management and authority is comparable to that of Executive. 4.7 Executive shall be added as a fully covered person under the Company's director and officer liability insurance policy, and, to the extent the Company has such policies in effect, the Company's errors and omissions and employee practices liability insurance policies. Such director and officer liability insurance policy shall have minimum coverage of $3 million, and the Company shall maintain such director and officer liability insurance policy in good standing with an A-rated insurance company. The Company will fully disclose to Executive any and all exclusions in these policies, as applicable.

COMPENSATION; EXECUTIVE BENEFIT PLANS. 4.1 3.1 The Company shall pay to Executive a base salary at an annual rate of $200,000 ($220,000 if promoted to Chief Executive Officer) 50,000 during the term each fiscal year of this Agreement ("BASE SALARY")Agreement. The Base Salary base salary shall be payable in installments throughout the year in the same manner and at the same times the Company pays base salaries to other executive officers of the Company. In the event that Executive's employment is terminated pursuant to Sections 3.1 (b), (c), (e), (fSection 2(e) or (gSection 2(f), above, Executive or Executive's estate the Company shall continue to receive pay Executive's Base Salary plus the Bonus, if any, applicable for achieving "target" objectives and shall be entitled to continued participation in the Company Executive Benefit Plans (as defined below) then-current base salary for a period of six (6) months. Executive shall also receive payment for all approved expenses for which he has not been reimbursed pursuant to Section 4.4. Notwithstanding the foregoing, the Company shall not be obligated to pay Executive any amounts hereunder 12 months following the termination effective date of Executive's employment pursuant to Section 3.1 (c), (e), (f) or (g), above, from and after any time that Executive accepts an employment or consulting position with any person or entity that is determined to be a competitor of the Companysuch termination. 4.2 3.2 In addition to the Base Salary base salary to be paid to Executive hereunder, the Company shall may pay a performance bonus to Executive (the "BONUSBonus") determined in accordance with revenue milestones to be agreed upon between such "corporate goals" and "individual goals" for Executive and as the Board on a quarterly basisshall from time-to-time approve. In determining whether Executive shall be eligible to receive a Bonus has achieved any of up to seventy-five percent (75%) of Executive's Base Salary for each quarter upon achieving the "targetcorporate goals" objectives set forth in or "individual goals" established for Executive by the management incentive plan agreed to between Board, the Board shall consider any extraordinary events or circumstances which may occur, the impact of those events on the "corporate goals" or "individual goals" established for Executive and the Chief Executive Officer or by the Board, and payments the extent to which those events were out of such lesser or greater amounts upon achieving results less than or greater than the "target" objectives as shall be contained in the management incentive plan agreed to between Executive and the Chief Executive Officer or the Boardcontrol of Executive. 4.3 3.3 Executive shall be entitled each year to vacation for a minimum of four (4) three calendar weeks, plus such additional period or periods as the Board may approve in the exercise of its reasonable discretion, during which time his compensation shall be paid in full. 4.4 3.4 Executive shall be entitled to reimbursement from the Company for the reasonable and necessary costs and expenses which he incurs in connection with the performance of his duties and obligations under this Agreement in a manner consistent with the Company's practices and policies as adopted or approved from time to time by the Chief Executive Officer or the Board for executive officers. 4.5 3.5 The Company shall reimburse Executive and Executive's covered dependents under any Executive Benefit Plan (as defined in Section 4 hereof) for the full amount of any cost, expense, deductible, co-payment or other amount incurred or paid by Executive in connection with Executive's or any of Executive's dependents' coverage under any such Executive Benefit Plan, provided such amounts are not paid by carriers under such Executive Benefit Plans. The Company further agrees to pay such costs directly if invoices or other appropriate documentation for such costs are submitted in advance to the Company for approval. Nothing contained in this Section 3.5 shall, in any manner whatsoever, directly or indirectly, require or obligate the Company to adopt or implement, or to prevent, preclude or otherwise prohibit the Company from amending, modifying, curtailing, discontinuing or otherwise terminating, any Executive Benefit Plan at any time (whether during or after the term hereof). 3.6 The Company may deduct from any compensation payable to Executive the minimum amounts sufficient to cover applicable federal, state and/or local income tax withholding, old-age and survivors' and other social security payments, state disability and other insurance premiums and payments. 4.6 During the term of his employment hereunder, Executive shall be eligible to participate in all operative employee benefit and welfare plans of the Company then in effect from time to time and in respect of which all executive officers of the Company and its affiliates generally are entitled to participate ("COMPANY EXECUTIVE BENEFIT PLANS"), including, to the extent then in effect, group life, medical, disability and other insurance plans, all on the same basis applicable to employees of the Company whose level of management and authority is comparable to that of Executive. 4.7 Executive shall be added as a fully covered person under the Company's director and officer liability insurance policy, and, to the extent the Company has such policies in effect, the Company's errors and omissions and employee practices liability insurance policies. Such director and officer liability insurance policy shall have minimum coverage of $3 million, and the Company shall maintain such director and officer liability insurance policy in good standing with an A-rated insurance company. The Company will fully disclose to Executive any and all exclusions in these policies, as applicable.

COMPENSATION; EXECUTIVE BENEFIT PLANS. 4.1 The Company shall pay to Executive a base salary at an annual rate of $200,000 ($220,000 if promoted to Chief Executive Officer) 180,000 during the term of this Agreement ("BASE SALARY"). The Base Salary shall be payable in installments throughout the year in the same manner and at the same times the Company pays base salaries to other executive officers of the Company. In the event that Executive's employment is terminated pursuant to Sections 3.1 (b), (c), (e), (f) or (g), above, Executive or Executive's estate shall continue to receive Executive's Base Salary plus the Bonus, if any, applicable for achieving "target" objectives and shall be entitled to continued participation in the Company Executive Benefit Plans (as defined below) for a period of six (6) months. Executive shall also receive payment for all approved expenses for which he has not been reimbursed pursuant to Section 4.4. Notwithstanding the foregoing, the Company shall not be obligated to pay Executive any amounts hereunder following the termination of Executive's employment pursuant to Section 3.1 (c), (e), (f) or (g), above, from and after any time that Executive accepts an employment or consulting position with any person or entity that is determined to be a competitor of the Company. 4.2 In addition to the Base Salary to be paid to Executive hereunder, the Company shall pay a performance bonus (the "BONUS") determined in accordance with revenue milestones to be agreed upon between Executive and the Board on a quarterly basis. Executive shall be eligible to receive a Bonus of up to seventy-five fifty percent (7550%) of Executive's Base Salary for each quarter upon achieving the "target" objectives set forth in the management incentive plan agreed to between Executive and the Chief Executive Officer or the BoardOfficer, and payments of such lesser or greater amounts upon achieving results less than or greater than the "target" objectives as shall be contained in the management incentive plan agreed to between Executive and the Chief Executive Officer or the BoardOfficer. 4.3 Executive shall be entitled each year to vacation for a minimum of four (4) calendar weeks, plus such additional period or periods as the Board may approve in the exercise of its reasonable discretion, during which time his compensation shall be paid in full. 4.4 Executive shall be entitled to reimbursement from the Company for the reasonable and necessary costs and expenses which he incurs in connection with the performance of his duties and obligations under this Agreement in a manner consistent with the Company's practices and policies as adopted or approved from time to time by the Chief Executive Officer or the Board for executive officers. 4.5 The Company may deduct from any compensation payable to Executive the minimum amounts sufficient to cover applicable federal, state and/or local income tax withholding, old-age and survivors' and other social security payments, state disability and other insurance premiums and payments. 4.6 During the term of his employment hereunder, Executive shall be eligible to participate in all operative employee benefit and welfare plans of the Company then in effect from time to time and in respect of which all executive officers of the Company and its affiliates generally are entitled to participate ("COMPANY EXECUTIVE BENEFIT PLANS"), including, to the extent then in effect, group life, medical, disability and other insurance plans, all on the same basis applicable to employees of the Company whose level of management and authority is comparable to that of Executive. 4.7 Executive shall be added as a fully covered person under the Company's director and officer liability insurance policy, and, to the extent the Company has such policies in effect, the Company's errors and omissions and employee practices liability insurance policies. Such director and officer liability insurance policy shall have minimum coverage of $3 million, and the Company shall maintain such director and officer liability insurance policy in good standing with an A-rated insurance company. The Company will fully disclose to Executive any and all exclusions in these policies, as applicable.

COMPENSATION; EXECUTIVE BENEFIT PLANS. 4.1 3.1 The Company shall pay to Executive a base salary at an annual rate of $200,000 ($220,000 if promoted to Chief Executive Officer) 275,000 during the term each fiscal year of this Agreement ("BASE SALARY")Agreement, subject to adjustment on an annual basis by the Board. The Base Salary base salary shall be payable in installments throughout the year in the same manner and at the same times the Company pays base salaries to other executive officers of the Company. In the event that Executive's employment is terminated pursuant to Sections 3.1 (b), (c), (e), (f) or (gSECTION 2(E), above, Executive or Executive's estate the Company shall continue to receive pay Executive's Base Salary plus the Bonus, if any, applicable for achieving "target" objectives and shall be entitled to continued participation in the Company Executive Benefit Plans (as defined below) then-current base salary for a period of six (6) months. 12 months following the effective date of such termination, and Executive shall also receive payment for all approved expenses for which he has not been reimbursed pursuant retain only those options described in SECTION 3.4, below, that have vested prior to Section 4.4the effective date of such termination. Notwithstanding the foregoing, the Company shall not be obligated to pay Executive any amounts hereunder following the termination of Executive's employment pursuant to Section 3.1 (c), (e), (f) or (gSECTION 2(E), above, from and after any time that Executive accepts an employment or consulting position with any person or entity that is determined by the Board, in the exercise of its reasonable discretion, to be a competitor of the Company. 4.2 3.2 In addition to the Base Salary base salary to be paid to Executive hereunder, the Company shall pay a bonus to Executive a signing bonus of Ninety Thousand Dollars ($90,000), payable on the Effective Date, and a performance bonus (the "BONUS") determined in accordance with revenue milestones a management incentive plan to be agreed upon between Executive and the Board on a quarterly an annual basis. Executive shall be eligible to receive The management incentive plan will provide for the payment of a Bonus of up equal to seventy-five fifty percent (7550%) of Executive's Base Salary for each quarter then-current base salary upon achieving the "target" objectives set forth in the management incentive plan agreed to between Executive and the Chief Executive Officer or the Boardplan, and payments of such lesser or greater amounts upon achieving results less than or greater than the "target" objectives as shall be contained in the management incentive plan agreed to between Executive and the Chief Executive Officer or the Boardplan. 4.3 3.3 Executive shall be entitled each year to vacation for a minimum of four (4) calendar weeks, plus such additional period or periods as the Board may approve in the exercise of its reasonable discretion, during which time his compensation shall be paid in full. 4.4 3.4 Executive shall be granted an option to purchase 285,000 shares of Common Stock at a per share exercise price equal to the "fair market value" of such shares on the Effective Date (as defined in the Company's 2000 Stock Incentive Plan (the "STOCK PLAN")). The Options shall be issued pursuant to the terms of the Stock Plan, and shall vest as to 25% of the Options on the first anniversary of the date of grant, and as to 1/48th of the Option on the last day of each calendar month thereafter until fully vested. The option agreement will provide for the acceleration of all vesting upon a change of control, as defined in the option agreement. 3.5 Executive shall be entitled to reimbursement from the Company for the reasonable and necessary costs and expenses which he incurs in connection with the performance of his duties and obligations under this Agreement in a manner consistent with the Company's practices and policies as adopted or approved from time to time by the Chief Executive Officer or the Board for executive officers. In addition, the Company will pay to Executive, for the costs and expenses to be incurred in connection with his relocation to California, an amount equal to $235,000 (the "RELOCATION EXPENSE"). The Company will pay the Relocation Expense in cash at such time following the Effective Date as may be requested by Executive, but in no event later than sixty (60) days following such date. 4.5 3.6 The Company may deduct from any compensation payable to Executive the minimum amounts sufficient to cover applicable federal, state and/or local income tax withholding, old-age and survivors' and other social security payments, state disability and other insurance premiums and payments. 4.6 During the term of his employment hereunder, Executive shall be eligible to participate in all operative employee benefit and welfare plans of the Company then in effect from time to time and in respect of which all executive officers of the Company and its affiliates generally are entitled to participate ("COMPANY EXECUTIVE BENEFIT PLANS"), including, to the extent then in effect, group life, medical, disability and other insurance plans, all on the same basis applicable to employees of the Company whose level of management and authority is comparable to that of Executive. 4.7 Executive shall be added as a fully covered person under the Company's director and officer liability insurance policy, and, to the extent the Company has such policies in effect, the Company's errors and omissions and employee practices liability insurance policies. Such director and officer liability insurance policy shall have minimum coverage of $3 million, and the Company shall maintain such director and officer liability insurance policy in good standing with an A-rated insurance company. The Company will fully disclose to Executive any and all exclusions in these policies, as applicable.

COMPENSATION; EXECUTIVE BENEFIT PLANS. 4.1 The Company shall pay to Executive a base salary at an annual rate of $200,000 ($220,000 if promoted to Chief Executive Officer) 130,000 during the term each fiscal year of this Agreement ("BASE SALARY"“Base Salary”), subject to adjustment on an annual basis. The Base Salary shall be payable in installments throughout the year in the same manner and at the same times the Company pays base salaries to other executive officers of the Company. In the event that Executive's ’s employment is terminated pursuant to Sections 3.1 (b), (c), (e), (fSection 3.1(e) or (gf), above, Executive or Executive's estate shall continue to receive Executive's ’s Base Salary plus the Bonus, if any, applicable for achieving "target" objectives and shall be entitled to continued participation in the Company Executive Benefit Plans (as defined below) for a period of six (6) months. Executive shall also receive payment for all approved expenses for which he has not been reimbursed pursuant to Section 4.4. Notwithstanding the foregoing, the Company shall not be obligated to pay Executive any amounts hereunder following the termination of Executive's ’s employment pursuant to Section 3.1 (c), (e), (f3.1(e) or (gf), above, from and after any time that Executive accepts an employment or consulting position with any person or entity that is determined to be a competitor of the Companyposition. 4.2 In addition to the Base Salary to be paid to Executive hereunder, the Company shall pay a performance bonus (the "BONUS"“Bonus”) determined in accordance with revenue milestones to be agreed upon between Executive and as the Board on a quarterly basis. Executive board from time to time shall be eligible to receive a Bonus determine by unanimous consent of up to seventy-five percent (75%) of Executive's Base Salary for each quarter upon achieving the "target" objectives set forth in the management incentive plan agreed to between Executive and the Chief Executive Officer or the Board, and payments of such lesser or greater amounts upon achieving results less than or greater than the "target" objectives as shall be contained in the management incentive plan agreed to between Executive and the Chief Executive Officer or the Boardmembers is appropriate. 4.3 Executive shall be entitled each year to vacation for a minimum of four (4) calendar weeks, plus such additional period or periods as the Board may approve in the exercise of its reasonable discretion, during which time his compensation shall be paid in full. Executive shall make reasonable efforts not to exercise said vacation at a time or place which could reasonably be anticipated to cause a significant or material issue for Company. 4.4 Executive shall be entitled to reimbursement from the Company for the reasonable and necessary costs and expenses which he incurs in connection with the performance of his duties and obligations under this Agreement in a manner consistent with the Company's ’s practices and policies as adopted or approved from time to time by the Chief Executive Officer or the Board for executive officers. 4.5 The Company may deduct from any compensation payable to Executive the minimum amounts sufficient to cover applicable federal, state and/or local income tax withholding, old-age and survivors' ’ and other social security payments, state disability and other insurance premiums and payments. 4.6 During the term of his employment hereunder, Executive shall be eligible to participate in all operative employee benefit payments as necessary and welfare plans appropriate as agreed by unanimous consent of the Company then in effect from time to time and in respect of which all executive officers of the Company and its affiliates generally are entitled to participate ("COMPANY EXECUTIVE BENEFIT PLANS"), including, to the extent then in effect, group life, medical, disability and other insurance plans, all on the same basis applicable to employees of the Company whose level of management and authority is comparable to that of ExecutiveBoard. 4.7 Executive shall be added as a fully covered person under the Company's director and officer liability insurance policy, and, to the extent the Company has such policies in effect, the Company's errors and omissions and employee practices liability insurance policies. Such director and officer liability insurance policy shall have minimum coverage of $3 million, and the Company shall maintain such director and officer liability insurance policy in good standing with an A-rated insurance company. The Company will fully disclose to Executive any and all exclusions in these policies, as applicable.

COMPENSATION; EXECUTIVE BENEFIT PLANS. 4.1 3.1 The Company shall pay to Executive a base salary at an annual rate of $200,000 ($220,000 if promoted to Chief Executive Officer) 150,000 during the term each fiscal year of this Agreement ("BASE SALARY")Agreement. The Base Salary base salary shall be payable in installments throughout the year in the same manner and at the same times the Company pays base salaries to other executive officers of the Company. In the event that Executive's employment is terminated pursuant to Sections 3.1 (b), (c), (e), (fSection 2(e) or (gSection 2(f), above, Executive or Executive's estate the Company shall continue to receive pay Executive's Base Salary plus the Bonus, if any, applicable for achieving "target" objectives and shall be entitled to continued participation in the Company Executive Benefit Plans (as defined below) then-current base salary for a period of six (6) months. Executive shall also receive payment for all approved expenses for which he has not been reimbursed pursuant to Section 4.4. Notwithstanding the foregoing, the Company shall not be obligated to pay Executive any amounts hereunder 12 months following the termination effective date of Executive's employment pursuant to Section 3.1 (c), (e), (f) or (g), above, from and after any time that Executive accepts an employment or consulting position with any person or entity that is determined to be a competitor of the Companysuch termination. 4.2 3.2 In addition to the Base Salary base salary to be paid to Executive hereunder, the Company shall may pay a performance bonus to Executive (the "BONUSBonus") determined in accordance with revenue milestones to be agreed upon between such "corporate goals" and "individual goals" for Executive and as the Board on a quarterly basisshall from time-to-time approve. In determining whether Executive shall be eligible to receive a Bonus has achieved any of up to seventy-five percent (75%) of Executive's Base Salary for each quarter upon achieving the "targetcorporate goals" objectives set forth in or "individual goals" established for Executive by the management incentive plan agreed to between Board, the Board shall consider any extraordinary events or circumstances which may occur, the impact of those events on the "corporate goals" or "individual goals" established for Executive and the Chief Executive Officer or by the Board, and payments the extent to which those events were out of such lesser or greater amounts upon achieving results less than or greater than the "target" objectives as shall be contained in the management incentive plan agreed to between Executive and the Chief Executive Officer or the Boardcontrol of Executive. 4.3 3.3 Executive shall be entitled each year to vacation for a minimum of four (4) three calendar weeks, plus such additional period or periods as the Board may approve in the exercise of its reasonable discretion, during which time his compensation shall be paid in full. 4.4 3.4 Executive shall be entitled to reimbursement from the Company for the reasonable and necessary costs and expenses which he incurs in connection with the performance of his duties and obligations under this Agreement in a manner consistent with the Company's practices and policies as adopted or approved from time to time by the Chief Executive Officer or the Board for executive officers. 4.5 3.5 The Company shall reimburse Executive and Executive's covered dependents under any Executive Benefit Plan (as defined in Section 4 hereof) for the full amount of any cost, expense, deductible, co-payment or other amount incurred or paid by Executive in connection with Executive's or any of Executive's dependents' coverage under any such Executive Benefit Plan, provided such amounts are not paid by carriers under such Executive Benefit Plans. The Company further agrees to pay such costs directly if invoices or other appropriate documentation for such costs are submitted in advance to the Company for approval. Nothing contained in this Section 3.5 shall, in any manner whatsoever, directly or indirectly, require or obligate the Company to adopt or implement, or to prevent, preclude or otherwise prohibit the Company from amending, modifying, curtailing, discontinuing or otherwise terminating, any Executive Benefit Plan at any time (whether during or after the term hereof). 3.6 The Company may deduct from any compensation payable to Executive the minimum amounts sufficient to cover applicable federal, state and/or local income tax withholding, old-age and survivors' and other social security payments, state disability and other insurance premiums and payments. 4.6 During the term of his employment hereunder, Executive shall be eligible to participate in all operative employee benefit and welfare plans of the Company then in effect from time to time and in respect of which all executive officers of the Company and its affiliates generally are entitled to participate ("COMPANY EXECUTIVE BENEFIT PLANS"), including, to the extent then in effect, group life, medical, disability and other insurance plans, all on the same basis applicable to employees of the Company whose level of management and authority is comparable to that of Executive. 4.7 Executive shall be added as a fully covered person under the Company's director and officer liability insurance policy, and, to the extent the Company has such policies in effect, the Company's errors and omissions and employee practices liability insurance policies. Such director and officer liability insurance policy shall have minimum coverage of $3 million, and the Company shall maintain such director and officer liability insurance policy in good standing with an A-rated insurance company. The Company will fully disclose to Executive any and all exclusions in these policies, as applicable.

COMPENSATION; EXECUTIVE BENEFIT PLANS. 4.1 The Company shall pay to Executive a base salary at an annual rate of $200,000 ($220,000 if promoted to Chief Executive Officer) 180,000 during the term each fiscal year of this Agreement ("BASE SALARY"“Base Salary”), subject to adjustment on an annual basis. The Base Salary shall be payable in installments throughout the year in the same manner and at the same times the Company pays base salaries to other executive officers of the Company. In the event that Executive's ’s employment is terminated pursuant to Sections 3.1 (b), (c), (e), (fSection 3.1(e) or (gf), above, Executive or Executive's estate shall continue to receive Executive's ’s Base Salary plus the Bonus, if any, applicable for achieving "target" objectives and shall be entitled to continued participation in the Company Executive Benefit Plans (as defined below) for a period of six (6) months. Executive shall also receive payment for all approved expenses for which he has not been reimbursed pursuant to Section 4.4. Notwithstanding the foregoing, the Company shall not be obligated to pay Executive any amounts hereunder following the termination of Executive's ’s employment pursuant to Section 3.1 (c), (e), (f3.1(e) or (gf), above, from and after any time that Executive accepts an employment or consulting position with any person or entity that is determined to be a competitor of the Companyposition. 4.2 In addition to the Base Salary to be paid to Executive hereunder, the Company shall pay a performance bonus (the "BONUS"“Bonus”) determined in accordance with revenue milestones to be agreed upon between Executive and as the Board on a quarterly basis. Executive board from time to time shall be eligible to receive a Bonus determine by unanimous consent of up to seventy-five percent (75%) of Executive's Base Salary for each quarter upon achieving the "target" objectives set forth in the management incentive plan agreed to between Executive and the Chief Executive Officer or the Board, and payments of such lesser or greater amounts upon achieving results less than or greater than the "target" objectives as shall be contained in the management incentive plan agreed to between Executive and the Chief Executive Officer or the Boardmembers is appropriate. 4.3 Executive shall be entitled each year to vacation for a minimum of four (4) calendar weeks, plus such additional period or periods as the Board may approve in the exercise of its reasonable discretion, during which time his compensation shall be paid in full. Executive shall make reasonable efforts not to exercise said vacation at a time or place which could reasonably be anticipated to cause a significant or material issue for Company. 4.4 Executive shall be entitled to reimbursement from the Company for the reasonable and necessary costs and expenses which he incurs in connection with the performance of his duties and obligations under this Agreement in a manner consistent with the Company's ’s practices and policies as adopted or approved from time to time by the Chief Executive Officer or the Board for executive officers. 4.5 The Company may deduct from any compensation payable to Executive the minimum amounts sufficient to cover applicable federal, state and/or local income tax withholding, old-age and survivors' ’ and other social security payments, state disability and other insurance premiums and payments. 4.6 During the term of his employment hereunder, Executive shall be eligible to participate in all operative employee benefit payments as necessary and welfare plans appropriate as agreed by unanimous consent of the Company then in effect from time to time and in respect of which all executive officers of the Company and its affiliates generally are entitled to participate ("COMPANY EXECUTIVE BENEFIT PLANS"), including, to the extent then in effect, group life, medical, disability and other insurance plans, all on the same basis applicable to employees of the Company whose level of management and authority is comparable to that of ExecutiveBoard. 4.7 Executive shall be added as a fully covered person under the Company's director and officer liability insurance policy, and, to the extent the Company has such policies in effect, the Company's errors and omissions and employee practices liability insurance policies. Such director and officer liability insurance policy shall have minimum coverage of $3 million, and the Company shall maintain such director and officer liability insurance policy in good standing with an A-rated insurance company. The Company will fully disclose to Executive any and all exclusions in these policies, as applicable.

COMPENSATION; EXECUTIVE BENEFIT PLANS. 4.1 The Company shall pay to Executive a base salary at an annual rate of $200,000 ($220,000 if promoted to Chief Executive Officer) during the term of this Agreement ("BASE SALARY"). The Base Salary shall be payable in installments throughout the year in the same manner and at the same times the Company pays base salaries to other executive officers of the Company. The Executive will receive a non-recoverable draw in the net amount of $100,000 (grossed up for taxes) during the first six months of this agreement. In the event that Executive's employment is terminated pursuant to Sections 3.1 (bSECTIONS 3.1(E), (c), F) OR (e), (f) or (gG), above, Executive or Executive's estate shall continue to receive Executive's Base Salary plus the Bonus, if any, applicable for achieving "target" objectives and shall be entitled to continued participation in the Company Executive Benefit Plans (as defined below) for a period of six (6) months. Executive shall also receive payment for all approved expenses for which he has not been reimbursed pursuant to Section 4.4. Notwithstanding the foregoing, the Company shall not be obligated to pay Executive any amounts hereunder following the termination of Executive's employment pursuant to Section 3.1 (cSECTION 3.1(E), (e), F) OR (f) or (gG), above, from and after any time that Executive accepts an employment or consulting position with any person or entity that is determined by the Board, in the exercise of its reasonable discretion, to be a competitor of the Company. 4.2 In addition to the Base Salary to be paid to Executive hereunder, the Company shall pay a performance bonus (the "BONUS") determined in accordance with revenue milestones to be agreed upon between Executive and the Board on a quarterly basis. Executive shall be eligible to receive a Bonus of up to seventy-five one hundred percent (75100%) of Executive's Base Salary for each quarter upon achieving the "target" objectives set forth in the management incentive plan revenue milestones agreed to upon between Executive and the Chief Executive Officer or the Board, and payments of such lesser or greater amounts upon achieving results less than or greater than the "target" objectives agreed upon revenue milestones as shall be contained in the management incentive plan agreed to upon between Executive and the Chief Executive Officer or the Boardboard. 4.3 Executive shall be entitled each year to vacation for a minimum of four (4) calendar weeks, plus such additional period or periods as the Board may approve in the exercise of its reasonable discretion, during which time his compensation shall be paid in full. 4.4 Executive shall be entitled to reimbursement from the Company for the reasonable and necessary costs and expenses which he incurs in connection with the performance of his duties and obligations under this Agreement in a manner consistent with the Company's practices and policies as adopted or approved from time to time by the Chief Executive Officer or the Board for executive officers. 4.5 The Company may deduct from any compensation payable to Executive the minimum amounts sufficient to cover applicable federal, state and/or local income tax withholding, old-age and survivors' and other social security payments, state disability and other insurance premiums and payments. 4.6 During the term of his employment hereunder, Executive shall be eligible to participate in all operative employee benefit and welfare plans of the Company then in effect from time to time and in respect of which all executive officers of the Company and its affiliates generally are entitled to participate ("COMPANY EXECUTIVE BENEFIT PLANS"), including, to the extent then in effect, group life, medical, disability and other insurance plans, all on the same basis applicable to employees of the Company whose level of management and authority is comparable to that of Executive. 4.7 Executive shall be added as a fully covered person under the Company's director and officer liability insurance policy, and, to the extent the Company has such policies in effect, the Company's errors and omissions and employee practices liability insurance policies. Such director and officer liability insurance policy shall have minimum coverage of $3 million, and the Company shall maintain such director and officer liability insurance policy in good standing with an A-rated insurance company. The Company will fully disclose to Executive any and all exclusions in these policies, as applicable.