1.4 Subsidiaries; Person. For purposes of this Agreement,
Subsidiary or Subsidiaries means, as to any Person, any other Person (i) of which such Person or any other Subsidiary of such Person is a general partner, (ii) of which such Person, any
one or more of its other Subsidiaries of such Person, or such Person and any one or more of its other Subsidiaries, directly or indirectly owns or controls securities or other equity interests representing more than fifty percent (50%) of the
aggregate voting power, or (iii) of which such Person, any one or more of its other Subsidiaries of such Person, or such Person and any one or more its other Subsidiaries, possesses the right to elect more than fifty percent (50%) of the
board of directors or Persons holding similar positions; and Person means any individual, corporation, partnership, limited liability company, firm, joint venture, association,
joint-stock company, trust, unincorporated organization, or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended).
2. Term. The term of Executives employment under this Agreement (the Term) shall commence on the
Effective Date and shall continue for a period of three (3) years thereafter (the Term); provided, however, that on the second anniversary of the Effective Date and on each anniversary of the Effective Date thereafter,
the Term shall be automatically extended for an additional one-year period unless Executives employment with the Company is terminated in accordance with Section 5. References in this Agreement to
the Term or balance of the Term shall mean the period of time remaining on the scheduled Term after giving effect to the most recent extension of the Term occurring prior to any termination of the
3.1 Base Salary. During the Term, the Company will pay to Executive a base salary at the rate of $600,000 per year, payable in
accordance with the Companys practices in effect from time to time (Base Salary). Amounts payable shall be reduced by standard withholding and other authorized deductions. Such Base Salary shall be reviewed during the
Term for increase (but not decrease) in the sole discretion of the Board, or such individual, group or committee that the Board may select as its delegate, not less frequently than annually during the Term. In conducting any such review, the Board
or such delegate shall consider and take into account, among other things, any change in Executives responsibilities, performance of Executive, the compensation of other similarly situated executives of comparable companies and other pertinent
factors. Once increased, Executives Base Salary shall not be decreased except upon mutual agreement between the parties, and, as so increased, shall constitute Base Salary hereunder.
3.2 Bonuses; Incentive, Savings and Retirement Plans; Welfare Benefit Plans.
(a) Executive shall be entitled to participate in all annual and long-term bonuses and incentive,
savings and retirement plans generally available to other similarly situated executive employees of the Company. Executive, and Executives family as the case may be, shall be eligible to participate in and receive all benefits under welfare
benefit plans, practices, programs and policies provided to the Chief Executive Officer, , other Executive Vice Presidents and other Senior Vice Presidents of the Company, including, without limitation, medical, prescription, dental, disability,
salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs. The Company reserves the right to modify, suspend or discontinue any and all of its benefits referred to in this Section 3.2 at
any time without recourse by Executive so long as such action is taken generally with respect to other executives and does not single out Executive.
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