| NOTE H - EMPLOYMENT ARRANGEMENTS AND OTHER AGREEMENTS |
| [1] |
On November 1, 2012, the Company entered into a new employment agreement (the “Agreement”) with its Chairman and Chief Executive Officer for three successive one year terms (unless terminated by the Company) at an annual base salary of $415,000. The Agreement established an annual target bonus of $150,000 for the Chairman and Chief Executive Officer based on performance criteria to be established on an annual basis by the Board of Directors (or compensation committee). For the years ended December 31, 2013 and December 31, 2012, the Chairman and Chief Executive Officer received a cash bonus of $175,000 and $150,000, respectively. In connection with the Agreement, the Chairman and Chief Executive Officer was issued a 10-year option to purchase 500,000 shares of the Company’s common stock at an exercise price of $1.19 per share, which vests in equal quarterly amounts of 41,667 shares beginning November 1, 2012 through August 31, 2015, subject to acceleration upon a change of control. The Chairman and Chief Executive Officer shall forfeit the balance of unvested shares if his employment has been terminated “For Cause” (as defined) by the Company or by him without "Good Reason" (as defined). |
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Under the terms of the Agreement, the Chairman and Chief Executive
Officer also receives incentive compensation in an amount equal to 5% of the Company’s gross royalties or other payments
or proceeds (without deduction of legal fees or any other expenses) with respect to its Remote Power Patent and a 10% net interest
(gross royalties and other payments or proceeds after deduction of all legal fees and litigation expenses related to licensing,
enforcement and sale activities, but in no event shall he receive less than 6.25% of the gross recovery) of the Company’s
royalties and other payments with respect to its other patents besides the Remote Power Patent (the “Additional Patents”)
(the “Incentive Compensation”). For the years ended December 31, 2013 and December 31, 2012, the Chairman and
Chief Executive Officer earned Incentive Compensation of $397,000 and $435,000, respectively. The Incentive Compensation shall
continue to be paid to the Chairman and Chief Executive Officer for the life of each of the Company’s patents with respect
to licenses entered into with third parties during the term of his employment or at anytime thereafter, whether he is employed
by the Company or not; provided, that, the Chairman and Chief Executive Officer’s employment has not been terminated
by the Company “For Cause” (as defined) or terminated by him without “Good Reason” (as defined). In the
event of a merger or sale of substantially of the assets of the Company, the Company has the option to extinguish the right of
Chairman and Chief Executive Officer to receive future Incentive Compensation by payment to him of a lump sum payment, in an amount
equal to the fair market value of such future interest as determined by an independent third party expert if the parties do not
reach agreement as to such value. In the event that Chairman and Chief Executive Officer’s employment is terminated by the
Company “Other Than For Cause” (as defined) or by him for “Good Reason” (as defined), the Chairman and
Chief Executive Officer shall also be entitled to (i) a lump sum severance payment of 12 months base salary, (ii) a pro-rated portion
of the $150,000 target bonus provided bonus criteria have been satisfied on a pro-rated basis through the calendar quarter in which
the termination occurs and (iii) accelerated vesting of all unvested options and warrants.
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In connection with the Agreement, the Chairman and Chief Executive
Officer has also agreed not to compete with the Company as follows: (i) during the term of the Agreement and for a period of 12
months thereafter if his employment is terminated “Other Than For Cause” (as defined) provided he is paid his 12 month
base salary severance amount and (ii) for a period of two years from the termination date, if terminated “For Cause”
by the Company or “Without Good Reason” by the Chairman and Chief Executive Officer. |
| [2] |
On June 8, 2009, the Company entered into an Employment Agreement (the “Agreement”) with the Chairman and Chief Executive Officer for a three year term (which expired in June 2012) at an annual base salary of $375,000 (retroactive to April 1, 2009) for the first year and increasing 5% on each of April 1, 2010 and April 1, 2011. During the term of the Agreement, the Chairman and Chief Executive Officer received a cash bonus in an amount no less than $150,000 on an annual basis. In connection with the Agreement, the Chairman and Chief Executive Officer was issued a 10-year option to purchase 750,000 shares of common stock at an exercise price of $0.83 per share, which vested in equal quarterly amounts of 62,500 shares beginning June 30, 2010 through March 31, 2012. In addition to the aforementioned option grant, the Company extended for an additional 5 years the expiration dates of all options (an aggregate of 417,500 shares) expiring in the calendar year 2009 owned by the Chairman and Chief Executive Officer. Under the terms of the Agreement, the Chairman and Chief Executive Officer also received additional bonus compensation in an amount equal to 5% of the Company’s royalties or other payments with respect to the Company’s Remote Power Patent (before deduction of payments to third parties including, but not limited to, legal fees and expenses and third party license fees). |
| [3] |
On February 3, 2011, the Company entered into an agreement with its Chief Financial Officer for his continued service through December 31, 2012. In consideration for his services, the Chief Financial Officer was compensated at the rate of $9,000 per month for the year ending December 31, 2011 and was to be compensated at the rate of $9,450 per month for the year ending December 31, 2012. In connection with the agreement, the Chief Financial Officer was also issued a five year option to purchase 100,000 shares of the Company’s common stock at an exercise price of $1.59 per share. The option vested 50,000 shares on the date of grant and the balance of the shares (50,000) vested on the one year anniversary date (February 3, 2012) from the date of grant. |
| [4] |
On April 12, 2012, the Company entered into an agreement, with its Chief Financial Officer which amended the agreement, dated February 3, 2011 (See Note H[3] above), pursuant to which he continued to serve the Company. The amendment (the "Amendment") provided as follows: (i) the term of service of the Chief Financial Officer shall be extended until December 31, 2013; (ii) monthly compensation shall be increased to $11,000 per month; and (iii) the Chief Financial Officer was granted a 5-year option to purchase 75,000 shares of the Company’s common stock at an exercise price of $1.40 per share, which option vests over a one year period in equal quarterly amounts of 18,750 shares. Except as provided in the Amendment, all other terms of the Agreement, dated February 3, 2011, remain in full force and effect. |
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