These excerpts taken from the ELNK 10-K filed Feb 27, 2009.
(a) (1) You shall be paid an annual base salary of not less than Eight Hundred Thousand Dollars ($800,000) per year (the Base Salary). The Base Salary shall accrue and be due and payable in equal, or as nearly equal as
(a) (1) You shall be paid an annual base salary of not less than Four Hundred and Sixteen Thousand Dollars ($416,000) per year (the Base Salary). The Base Salary shall accrue and be due and payable in equal, or as nearly equal as practicable, biweekly installments and the Company may deduct from each such installment all amounts required to be deducted and withheld in accordance with applicable federal and state income, FICA and other withholding tax requirements.
(2) The Base Salary shall be reviewed by the Board of Directors at least once during each year of the Term and may be increased from time to time and at any time by the Board of Directors. The Base Salary shall in no event be reduced or decreased below the highest level attained at any time by You, unless You and the Board of Directors agree to implement a salary reduction program for cost abatement purposes.
(3) As the Term begins on other than the first business day of a calendar month and as the Term hereof shall terminate on other than the last day of a calendar month, Your compensation for such month shall be prorated according to the number of days during such month that occur within the Term.
(b) For each fiscal year of the Company, You shall be entitled to receive an annual target bonus opportunity in an amount equal to sixty-five percent (65%) of Your Eligible Earnings (the Annual Target Bonus), with the ability to earn Fifty Percent (50%) (threshold) to One Hundred Fifty Percent (150%) (maximum) of Your Annual Target Bonus if the bonus criteria for such annual period, as set by the Board of Directors of the Company, are satisfied (the Target Bonus Payment); provided that if such bonus criteria are not satisfied, no Annual Target Bonus shall be payable. The criteria to earn Your Annual Target Bonus and other levels between the threshold and maximum for each year of the Term shall be based upon good faith negotiations between You and the Board of Directors. All Target Bonus Payments that become payable shall be paid to You in accordance with the applicable bonus plan but in no event later than 2½ months after the end of the fiscal year of the Company to which Your Target Bonus Payments relate.
(c) While You are performing the services described herein, the Company shall reimburse You for all reasonable and necessary expenses incurred by You in connection with the performance of Your duties of employment hereunder in accordance with the Companys expense reimbursement policy, as applied to the Companys executive officers, as soon as administratively practicable but no later than 2 ½ months after the end of the year in which You incur the reimbursable expense.
(d) Pursuant to this Section 4(d), You shall participate in the Change-In-Control Accelerated Vesting and Severance Plan amended and restated effective December 15, 2008 and any plan(s) or program(s) that supersede, replace and/or supplement such plan, as in effect from time to time (the AV/SP), at the second highest and second most beneficial level of participation provided under the AV/SP. With respect to each individual benefit, or category of similar benefit, provided to You under each of the AV/SP and this Agreement, the two (2) benefits shall not be cumulative, and You shall be entitled to receive each such benefit, or category of benefit, under the terms of the AV/SP or the terms of this Agreement, whichever would be the greater amount or value to You, except that the timing and manner of payment of such benefits shall be consistent with the terms of this Agreement, regardless of whether the amount or value of the benefits You are entitled to receive are determined under the AV/SP or this Agreement. The restrictions on cumulation of benefits in this Section 4(d), and the application of the terms of the AV/SP to benefits provided thereunder, shall not apply to Your right to qualify for and participate in the AV/SP at the second highest and second most beneficial level of participation.
(e) You shall receive paid vacation during each twelve (12) month period of Your employment in accordance with the Companys vacation policy. To the extent that You do not use Your accrued vacation during such twelve (12) month period, any