【正文】 ntering into this Employment Agreement and that he is permitted to enter into this Employment Agreement and perform his obligations hereunder.　　2. COMPENSATION AND BENEFITS.　　. ANNUAL SALARY. In consideration of and as pensation for the services agreed to be performed by Executive hereunder, the Company agrees to pay Executive mencing on the Effective Date a starting annual base salary of _________ dollars ($ _________), payable in accordance with the Company39。s first equity financing which yields proceeds to the Company in excess of $5 million (the Effective Date) and terminating on the earlier of five (5) years from the Effective Date or as set forth in Section .　　. NOTICE OF RENEWAL. At least sixty (60) days prior to the natural expiration of the initial Employment Term of this Employment Agreement and sixty (60) days prior to each oneyear anniversary thereafter, if applicable, the Company shall give Executive written notice of whether the Company will be seeking a oneyear extension of Executive39。 or　　E. Date that written notice is deemed given or made by the Company to Executive of Executive39。s and its affiliates39。 PROVIDED, however, that such restriction shall not apply to any passive investment representing an interest of less than two percent (2%) of an outstanding class of publicly traded securities of any corporation or other enterprise which is not, at the time of such investment, engaged in a business geographically petitive with the Company39。s services hereunder.　　7. MISCELLANEOUS.　　. NOTICES. All notices, demands and requests required by this Employment Agreement shall be in writing and shall be deemed to have been given or made for all purposes (i) upon personal delivery, (ii) one day after being sent, when sent by professional overnight courier service, (iii) five days after posting when sent by registered or certified mail, or (iv) on the date of transmission when sent by telegraph, telegram, telex, or other form of hard copy transmission, to either party hereto at the address set forth below or at such other address as either party may designate by notice pursuant to this Section 7.rietary Information without the prior written consent of the Company39。 fees to the prevailing party, in which case the arbitrator has authority to make such award as permitted by the statute in question. The arbitration shall be instead of any civil litigation。 fees, and the arbitrator will not have authority to award attorneys39。s own account or for any other person, firm or entity without first obtaining the Company39。s or any affiliate39。s employment with the Company. Executive will also receive an immediate lump payment for all unpaid and accrued vacation up to the Date of Termination.　　. RESIGNATION AS AN OFFICER AND DIRECTOR. In the event Executive39。 or　　C. Date that written notice is deemed given or made by the Company to Executive of termination for Cause (for purposes of this Employment Agreement, Cause shall have the meaning set forth in that certain Restricted Stock Purchase Agreement dated as of _________,_________,_________(M/D/Y) (the Restricted Stock Purchase Agreement) between the Company and Executive)。s relocation to the New York City area (including the real estate mission on the sale of Executive39。s regular payroll schedule (Base Salary), less applicable withholdings and deductions. The Base Salary will be subject to increase at the sole discretion of the Board of Directors of the Company.　　. PERFORMANCE BONUS. Executive shall be entitled to bonuses in accordance with the Company bonus plan for Company officers to be established and implemented by the Board of Directors of the Company payable in accordance with the Company39。s services beyond the initial Employment Term or subsequent oneyear period, if applicable. Unless such notice indicates that there will be no extension, the term of this Employment Agreement shall be automatically renewed for successive oneyear periods. However, Executive39。s termination without Cause.　　Nothing herein alters Executive39。 business. Proprietary Information includes, but is not limited to, trade secrets, ideas, techniques, business, product, or development plans, customer information, and any other information con