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EXHIBIT 1
AGREEMENTS RELATING TO EMPLOYMENT FOR EXECUTIVE MANAGEMENT
The Company has entered into separate Noncompetition Agreements with Messrs.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and North. The terms and conditions of these Noncompetition
Agreements are identical for each of Messrs. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and North and
provide that in the event the individual's employment is terminated
or the individual terminates employment for good reason (e.g., loss or
reduction of title, responsibility, pay or benefits) within three years
following a change in control as defined in the Noncompetition Agreement, the
individual agrees not to compete for a period of 12 months, as an owner,
employee, consultant or agent of any entity which competes in any material
respect with the Company ("Competitor"). The noncompetition provisions do not
apply in the event (i) less than thirty percent (30%) of the Competitor's
revenue in the last fiscal year was related to Competitor's product lines which
compete with the Company ("Competing Products"), or (ii) the individual
provides services to a Competitor which are unrelated to the Competitor's
Competing Products. Pursuant to the Noncompetition Agreements, Messrs.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and North will receive certain benefits in the event their
respective employment with the Company is terminated or the individual
terminates his employment for good cause (as defined in the Noncompetition
Agreements) within three years following a change in control of the Company.
In such event, the individual will receive three times his average annual
compensation (as reported on the applicable Forms W-2 from the Company) for the
five years ending prior to termination, a continuation of health, life and
disability benefits for three years, and use of a Company-provided vehicle for
three years (including the cost of repair, maintenance and insurance).