Employment Agreement between Mark Miller and ASC for Senior Vice President and CFO Position

Summary

This agreement outlines the terms of employment for Mark Miller as Senior Vice President and CFO at ASC. He is employed at will, with terms continuing annually unless changed or terminated. Compensation includes a base salary, eligibility for a company-wide bonus up to 50% of salary, and stock options as approved by the board. If terminated, Miller receives one year's salary and bonus; if terminated within a year after a change of control, he receives two years' salary and bonus. He also participates in the executive benefit plan and receives a $45,000 bonus for 1999.

EX-10.45 5 0005.txt MILLER EMPLOYMENT AGREEMENT Mark Miller Terms of Employment December 7, 1999 Position: Senior Vice President and CFO Employment Status: Employee at will. These terms shall continue in force year to year until altered by mutual agreement or termination of employment. Base Salary: Participation in Company wide bonus pool that provides a bonus potential of 50% of annual base salary, consistent with the terms of the Company wide program. Options: Option grant as approved by the board on January 27, 2000 Severance: Upon termination of employment for any reason, a severance payment equal to (1) one year's base salary, plus (2) one year's full potential bonus amount outlined above. Upon change of control and termination of employment either voluntary or involuntary within 1 year of a change of control - defined as Leslie Otten ownership going below 20% - 2 year's base salary and bonus potential. Benefits: Participation in ASC senior executive benefit plan as in effect from time to time. FY99 Bonus: FY 1999 bonus of $45,000 - total potential was $100,000. To be paid immediately.