Common use of Compensation of Executive Clause in Contracts

Compensation of Executive. (a) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $225,000 per annum (the “Base Salary). The Corporation shall review the Base Salary on an annual basis and agrees to increase it by at least 10% per annum, but has no right to decrease the Base Salary. (b) In addition to the Base Salary set forth in Section 4(a) above, the Executive shall be entitled to receive, depending upon mutually agreeable performance targets, an annual bonus for the year in which Employer meets or exceeds performance targets during the Term at the discretion of the board of directors of the Corporation. Bonus targets and the amount of bonus for each fiscal year shall be set by the Board of Directors. (c) The Corporation shall advance or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time. (d) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior executives (the “Benefit Plans”). (e) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter.

Compensation of Executive. (a) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, hereunder the sum of $225,000 450,000 per annum (including future increases in base salary, the “Base Salary). The Corporation shall review BASE SALARY”) in accordance with the Base Salary Corporation’s normal payroll practices but in no event less frequently than on an annual basis and agrees to increase it by at least 10% per annum, but has no right to decrease the Base Salarya monthly basis. (b) In addition to the Base Salary set forth in Section 4(a) aboveSalary, the Executive shall be entitled to receivesuch bonus compensation (in cash, depending upon mutually agreeable performance targetscapital stock, an annual bonus for the year in which Employer meets or exceeds performance targets during the Term at the discretion other property) as a majority of the board of directors members of the Corporation. Bonus targets and the amount of bonus for each fiscal year shall be set by the Board of Directorsmay determine from time to time in their sole discretion. (c) The Corporation shall advance pay Executive a monthly car allowance as determined by the Chief Executive Officer provided such allowance is consistent with amounts paid to other similarly situated executives of the Corporation and is not less than $1,000 per month. (d) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time. (de) The Corporation shall reimburse the Executive for up to $15,000 in dues associated with the Executive’s membership in professional and business organizations. The Executive must seek approval from the Compensation Committee of the Corporation’s board of directors with respect to all such organizations for which the Executive seeks payment of dues on the Executive’s behalf by the Corporation. (f) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, plans as the Corporation provides to its senior executives (collectively, the “Benefit PlansBENEFIT PLANS”). (e) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter.

Compensation of Executive. (a) The Corporation Company shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $225,000 150,000 per annum (the “Base Salary”). The Corporation , less such deductions as shall review the Base Salary on an annual basis be required to be withheld by applicable law and agrees to increase it by at least 10% per annum, but has no right to decrease the Base Salaryregulations. (b) In addition to the Base Salary set forth in Section 4(a) above, the Executive shall be entitled to receive, depending upon mutually agreeable performance targets, receive an annual bonus for in an amount equal to fifty percent (50%) of his then-current Base Salary (to be paid 50% in cash, and 50% in common stock of the year in which Employer meets Company or, if the principal owner of its capital stock (the “Parent”) files reports with the Securities and Exchange Commission (“SEC”), of the Parent (the common stock of the Company or exceeds the Parent the “Common Stock”) based upon the achievement of performance targets during with respect to the Term Company’s business to be mutually agreed upon by the Executive and the CEO (the “Bonus Target”). In his sole discretion, the Executive may elect to receive the entirety of such annual bonus in Common Stock at the discretion of the board of directors of the Corporation. Bonus targets and the amount of bonus for each fiscal year shall be set basis determined by the Board of DirectorsDirectors in good faith. (c) The Corporation Company shall advance pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the CorporationCompany’s policy for reimbursement of expenses from time to time. (d) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation Company provides to its senior executives (the “Benefit Plans”). (e) In addition to the Base Salary and the bonus compensation, the Executive shall receive five-year options to purchase 200,000 shares of the Common Stock at an exercise price of $1.00 per share. The Corporation option agreement with respect to such options shall provide for such options to vest twenty five percent (25%) on each anniversary of the date hereof and shall permit the Executive at least twelve (12) months after the Executive’s death or Total Disability (as defined in Section 5(a)(ii)) and three (3) months after the Executive’s termination of employment for any other reason to exercise such vested options, provided that such exercise shall not occur later than the expiration of the term and, other than such restrictions, neither the options nor any shares of Common Stock obtained upon exercise thereof shall be subject to forfeiture or to the Company’s or other stockholders’ right to repurchase. Provided, however, any clawback provisions contained in the CEO’s option agreement shall also be contained in the Executive’s option agreement and any clawback provisions required by applicable law or rules or by the rules of the principal market where the Common Stock trades from time-to-time shall be deemed to be contained in the Executive’s option agreement. The option agreement with respect to such options shall allow the Executive to exercise the options granted thereby on through a broker-assisted cashless exercise. The options shall fully vest upon a Change in Control Transaction (as defined in Section 10). The exercise price per share for such options will be subject to adjustment for dividends, splits, reclassifications and similar transactions. (f) The Company shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the CorporationCompany. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Company shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafter.

Compensation of Executive. (a) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, hereunder the sum of $225,000 371,000 per annum until April 2, 2008 and $300,000 per annum thereafter (including future increases in base salary, the “Base SalaryBASE SALARY”). The Corporation shall review , all in accordance with the Base Salary Corporation’s normal payroll practices but in no event less frequently than on an annual basis and agrees to increase it by at least 10% per annum, but has no right to decrease the Base Salarya monthly basis. (b) In addition to the Base Salary set forth in Section 4(a) aboveSalary, the Executive shall be entitled to receivesuch bonus compensation (in cash, depending upon mutually agreeable performance targetscapital stock, an annual bonus for the year in which Employer meets or exceeds performance targets during the Term at the discretion other property) as a majority of the board of directors members of the Corporation. Bonus targets and the amount of bonus for each fiscal year shall be set by the Board of Directorsmay determine from time to time in their sole discretion. (c) The Corporation shall advance pay Executive a monthly car allowance as determined by the Chief Executive Officer provided such allowance is consistent with amounts paid to other similarly situated executives of the Corporation and is not less than $1,000 per month. (d) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time. (de) The Corporation shall reimburse the Executive for up to $15,000 in dues associated with the Executive’s membership in professional and business organizations. The Executive must seek approval from the Compensation Committee of the Corporation’s board of directors (the “BOARD”) with respect to all such organizations for which the Executive seeks payment of dues on the Executive’s behalf by the Corporation (f) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, plans as the Corporation provides to its senior executives (collectively, the “Benefit PlansBENEFIT PLANS”). (e) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter.

Compensation of Executive. (a) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, hereunder the sum of $225,000 250,000 per annum (including future increases in base salary, the “Base Salary). The Corporation shall review BASE SALARY”) in accordance with the Base Salary Corporation’s normal payroll practices but in no event less frequently than on an annual basis and agrees to increase it by at least 10% per annum, but has no right to decrease the Base Salarya monthly basis. (b) In addition to the Base Salary set forth in Section 4(a) aboveSalary, the Executive shall be entitled to receivesuch bonus compensation (in cash, depending upon mutually agreeable performance targetscapital stock, an annual bonus for the year in which Employer meets or exceeds performance targets during the Term at the discretion other property) as a majority of the board of directors members of the Corporation. Bonus targets and the amount of bonus for each fiscal year shall be set by the Board of Directorsmay determine from time to time in their sole discretion. (c) The Corporation shall advance pay Executive a monthly car allowance as determined by the Chief Executive Officer provided such allowance is consistent with amounts paid to other similarly situated executives of the Corporation and is not less than $1,000 per month. (d) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time. (de) The Corporation shall reimburse the Executive for up to $15,000 in dues associated with the Executive’s membership in professional and business organizations. The Executive must seek approval from the Compensation Committee of the Corporation’s board of directors (the “BOARD”) with respect to all such organizations for which the Executive seeks payment of dues on the Executive’s behalf by the Corporation. (f) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, plans as the Corporation provides to its senior executives (collectively, the “Benefit PlansBENEFIT PLANS”). (e) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter.

Compensation of Executive. (a) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments (at the same time as the Corporation pays its other executive officers) during the Term, the sum of $225,000 150,000 per annum (the “"Base Salary"), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and agrees to shall increase it by at least 10% per annum, but has no right to decrease the such Base SalarySalary in its discretion. (b) In addition to the Base Salary set forth in Section 4(a) above, the Executive shall be entitled to receivesuch bonus compensation (in cash, depending upon mutually agreeable performance targetscapital stock or other property) as the Corporation's compensation committee may determine or if the Corporation does not have a compensation committee, an annual bonus for as a majority of the year members of the Board of Directors of the Corporation may determine from time to time in which Employer meets or exceeds performance targets during the Term at their sole discretion. Without limiting the discretion of the board of directors of the Corporation. Bonus targets and the amount of bonus for each fiscal year shall be set by compensation committee or the Board of DirectorsDirectors to award other and additional bonus compensation, the Executive shall be entitled to receive effective on the Commencement Date, the Corporation shall grant to the Executive 5,000,000 restricted stock units (the "RSUs"). Of these RSUs, 1,666,667 shall be fully vested on the date of grant and the balance shall vest in approximately equal parts (1,666,6667 first) one year and two years from the closing date of the Merger, subject to continued employment with the Corporation on each applicable vesting date. (c) The Corporation shall advance pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s 's policy for reimbursement of expenses from time to time. Without limiting the generality of the foregoing, the Corporation shall pay or reimburse the Executive for (i) all reasonable out-of-pocket travel expenses actually incurred or paid by the Executive in the course of his employment, recognizing that the principal location of Executive's employment hereunder will be in Scottsdale, Arizona, and (ii) all reasonable legal expenses incurred by the Executive in connection with the preparation and review of this Agreement. (d) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans, dental plans and all other benefits and plans, including perquisites, if any, plans as the Corporation provides to its senior executives (the “"Benefit Plans”"). (e) The To facilitate the performance of Executive's responsibilities hereunder, during the Term, the Corporation shall execute continuously make available to the Executive, at Corporation's expense a laptop and/or smartphone as may be reasonably requested by the Executive. (f) By no later than 15 days following the Commencement Date, the Corporation shall obtain and deliver have in favor effect officers and directors liability insurance coverage with such amounts of the Executive an indemnification agreement coverage, from such insurers and on the same such terms and conditions entered into with as, in the other officers and directors reasonable judgment of the Corporation. Such agreement shall provide Executive, are customary and appropriate for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafterCorporation.