CONSULTING - DIRECTOR COMPENSATION ARRANGEMENT
1. Annual Board retainer of $67,500.
$67,500 as cash in lieu of stock options.
3. Annual Consulting fee (payable monthly) of $40,000, for total package of $175,000.
II. Term: Through October 2006.
1. Developing, facilitating and/or continuing existing business contacts and relationships, which may be beneficial to
the Company (including relationships with competitors, customers and potential acquisition candidates).
Expect that responsibilities will require 2 business trips to Europe and 2 business trips to Asia each year.
Additional trips to be decided by agreement between Consultant and CEO.
Serving on Boards of public companies and providing advice and counsel to CEO and Secretary on Corporate
Engaging in community activities that may enhance the Company’s reputation.
Engaging in such other activities as the Company may reasonably request.
Secretarial services, office space and reserved parking spot.
Company aircraft: Available for Board meetings and special projects approved by the CEO. Issue 1099 at “Control
Employee” rate for any personal use (see IRC Regulation § 1.61-21).
Company leased car (see Attachment 1 for details).
Company facilities: Will be entitled to use of London flat, California condominium, Jacobs Field, Gund and Browns
loges and Palace Theater box (based on availability).
Company driver: services to and from airport (business trips at Company expense; personal trips charged to
Consultant at cost).
V. Expense Reimbursements
Clubs: Company will reimburse for two country clubs, three travel clubs and a downtown club as necessary to
accomplish stated position responsibilities.
Foundations and Associations: Company will reimburse expenses incurre