Employment Agreement between Christopher E. Howard and the Company

Summary

This agreement outlines the employment terms for Christopher E. Howard as Executive Vice President. He will manage major transactions and contracts, earning a $300,000 annual salary and eligible for a bonus up to $150,000 based on performance. The agreement is at-will and renews yearly unless changed or terminated. If employment ends for any reason, Howard receives a $510,000 severance. He also participates in the company's stock option and benefit programs, with special vesting provisions if terminated without cause after a merger.

EX-10.44 4 0004.txt HOWARD EMPLOYMENT AGREEMENT Christopher E. Howard Employment Terms Position: Executive Vice President. Responsibilities include management of the Company's major transactions and contractual relationships, and as otherwise required by the CEO. Employment Status: Employee at will. These terms of employment are effective for fiscal year 2001 and continue in force on a year-to-year basis until altered by mutual agreement or termination of employment. Base Compensation: $300,000 annual salary, paid in accordance with the Company's payroll cycle, subject to applicable withholding. Bonus: Participation in the Company's Bonus Program at a level that provides a maximum bonus potential of 50% of base compensation ($150,000) upon achieving the targets set forth in the Bonus Program. Severance Compensation: Upon termination of employment for any reason, voluntarily or involuntarily, a severance payment of $510,000, subject to applicable withholding. Options: With respect to the $3.00 options issued in November,1999, those options remain subject to the vesting schedule and other provisions set forth in the option grant, subject to the following amendment of the vesting schedule. In the event the employee's employment is terminated by the Company for other than "cause" within 12 months following a Merger the employee shall be vested in the full number of options that would otherwise have vested had the employee's employment continued for a full 12 months following the date of termination of employment. Participation in the Company's option program for fiscal year 2001 on a basis consistent with the other senior management of the Company. Benefits: Participation in Company benefit programs generally available to the Company's senior management group as in effect from time to time throughout the term of this memorandum.