Sample Business Contracts

        3.1    Salary.    During the Employment Period, the Company shall pay Employee a salary at a minimum annualized rate equal to $300,000 (the "Salary") payable in equal installments pursuant to the Company's customary payroll policies in force at the time of payment (but in no event less frequently than monthly), less required payroll deductions. The Employee's Salary may be adjusted upward from time to time in the sole discretion of the Board of Directors of the Company, except that the Employee, if a Director, shall not be entitled to vote thereon.

        3.2    Bonus Plan.    During the Employment Period, the Employee shall be eligible to receive cash bonuses (each a "Bonus") in accordance with the Company's annual bonus plan (the "Bonus Plan") as administered and approved by the Board of Directors, acting through its Compensation Committee. The Employee's target Bonus shall be determined pursuant to the terms of the Bonus Plan. Nothing contained in this Section 3.2 shall be construed to require the Board of Directors to approve a Bonus or in any way grant to Employee the right to receive Bonuses not otherwise approved by the Board of Directors.

        3.3    Other Benefits.    During the Employment Period, the Employee shall be eligible to participate in health, medical, dental, long-term disability insurance, and "401(k)" benefits and in any other employee benefit plans or programs on terms generally applicable to senior management employees.

        3.4    Vacation.    Employee may take four (4) weeks of paid vacation during each year at such times as shall be consistent with the Company's vacation policies and (in the Company's judgment) with the Company's vacation schedule for officers and other management employees. Employee shall also be entitled to paid legal and religious holidays, sick days, and personal days in accordance with the Company's normal policies in effect from time to time.

        3.5    Disability.    If during the Employment Period, Employee shall become ill, disabled, or otherwise incapacitated so as to be unable to perform his usual duties (a) for a period in excess of one hundred twenty (120) consecutive days or (b) for more than one hundred eighty (180) days in any consecutive twelve (12) month period, then the Company shall have the right to terminate Employee's employment under this Agreement, subject only to applicable laws, on thirty (30) days' written notice to Employee. Termination pursuant to this Section 3.5 shall not affect any rights Employee may otherwise have under any disability insurance policies in effect at the time of such termination. In addition, the Company will supplement the Employee for the positive difference between his Salary for the year in which the Termination Date occurs and the amount provided to him under the Company's disability insurance policy for one (1) year following the date the Employee becomes eligible to receive benefits under such policy.

        3.7    Severance Pay.    

circumstances within fifteen (15) days following the date the Employee provides such notice:

        The Employee's continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder.

        (b)   "Severance Benefits" shall mean (i) Employee's Salary at the highest level in effect during the 180-day period immediately preceding the Termination Date, payable in equal installments pursuant to the Company's customary payroll policies in force at the time of payment (but in no event less frequently than monthly), less required payroll deductions and (ii) the continuation of all health, welfare and other fringe benefits which are provided to Employee pursuant to this Agreement on the Termination Date except to the extent the continuation of any such benefits is not permitted by applicable law or the terms of any benefit documentation (provided, however, if the continuation of medical/health insurance, dental insurance, and/or disability insurance is not permitted, the Company shall pay Employee, at the beginning of the applicable period during which he is entitled to receive Severance Benefits (such period, the "Severance Period"), an amount equal to the amount the Company would have had to pay to provide those insurances to Employee if Employee had remained an employee of the Company for the Severance Period). Notwithstanding the foregoing, if Employee begins regular employment or consulting work prior to the end of the Severance Period, the amount Employee shall be entitled to receive pursuant to clause (i) of this definition of "Severance Benefits" shall be reduced to the amount, if any, by which Employee's Salary exceeds Employee's base salary received from his new regular employment or consulting work, but in no case will the payments under the Severance Benefit be made for less than twelve (12) months. Employee agrees to notify the Company if he begins regular employment or consulting work prior to the end of the Severance Period.

        (a)   the Employee's gross or willful misconduct, misconduct that is repeated after written notice to the Employee, gross negligence, or negligence that is repeated after written notice to the Employee;

        (b)   willful failure or refusal of Employee to perform his obligations under this Agreement, unless such failure or refusal is corrected within thirty (30) days after notice to the Employee;

        (c)   conviction of a fraud or felony or any criminal offense involving dishonesty, breach of trust or moral turpitude during the Employment Period; or

        (d)   Employee's breach of any of the material terms of this Agreement which, if curable, is not cured within thirty (30) days of written notice to the Employee.

        9.1    Entire Agreement.    This Agreement contains the entire understanding of the parties in respect of its subject matter and supersedes all prior agreements and understandings between the parties with respect to such subject matter including without limitation, the employment agreement dated as of December 18, 2001, between the Company and the Employee; provided, however, that nothing in this Agreement shall affect the Employee's obligations under the Confidentiality and Non-Competition Agreement.

        9.2    Amendment; Waiver.    This Agreement may not be amended, supplemented, cancelled or discharged, except by written instrument executed by the party affected thereby. No failure to exercise, and no delay in exercising, any right, power or privilege hereunder shall operate as a waiver thereof. No waiver of any breach of any provision of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision.

        9.3    Binding Effect; Assignment.    Employee's rights or obligations under this Agreement may not be assigned by Employee; except that Employee's right to compensation to the earlier of date of death or termination of actual employment shall pass to Employee's executor or administrator. The rights and obligations of this Agreement shall bind and inure to the benefit of the Company and its successors and assigns. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or

assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such purchase, merger, consolidation or other transaction has taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

        9.4    Headings.    Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

        9.5    Governing Law; Interpretation.    This Agreement shall be construed in accordance with and governed for all purposes by the laws and public policy of the State of New Hampshire applicable to contracts executed and to be wholly performed within such State. Service of process in any dispute shall be effective (a) upon the Company, if service is made on any officer of the Company other than the Employee; or (b) upon the Employee, if served at Employee's residence last known to the Company, with an information copy to the Employee at any other residence, or care of a subsequent employer, of which the Company may be aware.

        9.6    Further Assurances.    Each of the parties hereto agrees to execute, acknowledge, deliver and perform, or cause to be executed, acknowledged, delivered and performed, at any time, or from time to time, as the case may be, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be necessary or proper to carry out the provisions or intent of this Agreement.

        9.7    Severability.    If any one or more of the terms, provisions, covenants or restrictions of this Agreement shall be determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. If, moreover, any one or more of the provisions contained in this Agreement shall for any reason be determined by a court of competent jurisdiction to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed, by limiting or reducing it, so as to be enforceable to the extent compatible with then applicable law.

        9.8    Counterparts.    This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.