Employment Terms Agreement for Sidney W. Emery, Jr. as President and CEO

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Summary

This agreement outlines the employment terms for Sidney W. Emery, Jr. as President and Chief Executive Officer, including a $300,000 annual salary, eligibility for incentive bonuses, stock options, and restricted stock grants. Emery receives deferred compensation, standard employee benefits, a monthly business allowance, insurance, and moving cost reimbursement. Stock and restricted stock vesting is accelerated in the event of termination without cause or a change of control. The agreement specifies key compensation and benefit details for Emery's executive role.

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EX-10.S 4 mts025996_ex10s.txt TERMS OF EMPLOYMENT - EMERY EXHIBIT 10.s Pursuant to Item 601(b)(10)(iii)(B) of Regulation S-K, the following is a written description of the terms of employment of Sidney W. Emery, Jr., pursuant to an offer letter dated March 3, 1998: Title: President and Chief Executive Officer. Base Salary: $300,000 per year. Annual Incentive Bonus: Eligible for incentive bonuses under the MTS Management Variable Compensation ("MVC") Plan. Pro rated for first fiscal year 1998 with pay-out to be the greater of (on a pro rated basis) (a) what would have been paid to the former CEO for fiscal 1998 or (b) $150,000. Stock Options: Five-year options to purchase 120,000 shares on start date, vesting over three years. Vesting of not less than 50% if terminated other than for cause. Vesting of 100% upon a change of control. Restricted Stock: 24,000 shares of restricted 100% vested after three years. If terminated prior to the end of the three-year period other than for cause, vests one-third for each completed year of service, but not less than 50%. Vesting of 100% upon a change of control. Deferred Compensation: $20,000.00 contribution to deferred compensation per fiscal year. Employee Benefits: Eligible to participate in all employee benefits available to U.S. employees. Other: Business allowance of $525 per month, plus insurance. Reimbursement of certain moving costs. 1