5.3. Performance and Salary Review. The Board will periodically review Executive’s performance on no less than an annual basis. Adjustments to salary or other compensation, if any, will be made by the Board in its sole and absolute discretion.
5.4. Terms Subject to Compensation Committee Approval. All terms of this Section 5 are subject to review, approval, and change by the Compensation Committee of the Company’s Board of Directors.
6. Customary Fringe Benefits. Executive will be eligible for all customary and usual fringe benefits generally available to Executives of Company subject to the terms and conditions of Company’s benefit plan documents. To the extent Executive and Executive’s dependents are Medicare eligible and elect not to participate in Company’s group healthcare coverage, Company agrees to pay the premiums for the Medicare and supplemental coverage for Executive and Executive’s dependents, as applicable. Company reserves the right to change or eliminate the fringe benefits and the benefit payment on a prospective basis, at any time, effective upon notice to Executive provided that Executive is treated no worse than any other Company executive.
7. Business Expenses. Executive will be reimbursed for all reasonable, out-of- pocket business expenses incurred in the performance of Executive’s duties on behalf of Company. To obtain reimbursement, expenses must be submitted promptly with appropriate supporting documentation and will be reimbursed in accordance with Company’s policies. Any reimbursement Executive is entitled to receive shall (a) be paid no later than 30 days following submission for reimbursement, (b) not be affected by any other expenses that are eligible for reimbursement in any tax year, and (c) not be subject to liquidation or exchange for another benefit.
8. Travel Expenses. Company agrees to cover the costs of Executive’s airfare, ground transportation, hotel accommodations, and other expenses related to business travel which shall otherwise comply with Company’s travel expense policy.
9. No Conflict of Interest. During the term of Executive’s employment with Company, Executive must not engage in any work, paid or unpaid, or other activities that create a conflict of interest (subject to any other activities permitted by Executive pursuant to Section 2.2). Such work and/or activities shall include, but is not limited to, directly or indirectly competing with Company in any way, or acting as an officer, director, employee, consultant, stockholder, volunteer, lender, or agent of any business enterprise of the same nature as, or which is in direct competition with, the business in which Company is now engaged or in which Company becomes engaged during the term of Executive’s employment with Company, as may be determined by the Board in its sole discretion. If the Board believes such a conflict exists during the term of this Agreement, the Board may ask Executive to choose to discontinue the other work and/or activities or resign employment with Company within a reasonable period of time after notice.
10. Confidentiality and Proprietary Rights. As a condition of employment, Executive agrees to read, sign and abide by Company’s CONFIDENTIAL INFORMATION AND