the business of Employers and shall not be actively involved in any other trade or business oras an employee of any other trade or business.     2. Compensation During Term.          (a) Base Compensation. In consideration of the services to be rendered by Executiveduring the Term, Employers shall pay to Executive as base salary $325,000 per year (***“BaseCompensation”***), payable bi-weekly and prorated for any partial employment period.          (b) Bonus. Subject to the limitations set forth in this Agreement, Executive shall beentitled to receive an annual incentive bonus (the ***“Incentive Bonus”***) based upon the achievement ofone or more performance goals as determined by the Board in its sole discretion. The amount of theIncentive Bonus shall be determined in the manner set forth on Schedule A attached hereto.     3. Benefits.          (a) Executive shall be eligible to participate in such benefit programs offered by eachEmployer (other than bonus plans), such as health, dental, life insurance, vision, vacations andpension, as are offered to similarly-situated employees (except in the case of equity-basedincentive plans where awards are subject to Board (or committee thereof) approval) and in each caseno more favorable than the terms of benefits generally available to the employees of Employers(based on seniority and salary level), subject in each case to the generally applicable terms andconditions of the plan, benefit or program in question.          (b) Employers shall reimburse Executive for all reasonable expenses incurred by him in thecourse of performing his duties under this Agreement which are consistent with the Employers’policies in effect from time to time with respect to travel, entertainment and other businessexpenses, subject to the Employers’ requirements with respect to reporting, documentation andapproval of such expenses.          (c) Employers shall reimburse the Executive for the following reasonable expenses that theExecutive incurs in relocating his primary residence to the Chicago, Illinois metropolitan area:(a) the cost of any temporary housing in the Chicago, Illinois metropolitan area for 6 months, notto exceed $5,000 per month; (b) transportation of belongings; (c) two house-hunting trips; (d)broker and other fees related to sale/acquisition of primary residence; (e) set-up costs oftelephone, cable and broadband; and (f) airfare and lodging for family related to such relocationand house-hunting trips.     4. Termination. Executive’s employment shall terminate upon the first to occur of thefollowing (each, a ***“Termination Date”***):
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          (a) The expiration of the Term;          (b) Executive’s death or disability (mentally, physically or emotionally), so that Executivecannot substantially perform his duties hereunder for a period of ninety (90) consecutive days orfor one hundred eighty (180) days during any 365 day period during the Term;          (c) Executive’s voluntary termination of his employment for any reason, upon not less than ten(10) business days’ written notice to Employers; or          (d) Employers’ termination of Executive’s employment for Cause (as hereinafter defined).     5. Termination Payments.          (a) Except as otherwise provided herein, if Executive’s employment is terminated pursuant toSection 1 by thirty (30) days’ prior written notice or pursuant to Section 4, Executive’s BaseCompensation and other benefits, if any, shall terminate at the end of the month during which suchtermination occurs.          (b) Upon termination of Executive’s employment without Cause, Employers shall be obligated, inlieu of any other remedies available to Executive, to pay Executive (A) an amount equal to his thencurrent Base Compensation (the ***“Termination Payment”***); (B) (i) if the Termination Date occursduring the months of January-June of the fiscal year, a pro rata Incentive Bonus for the fiscalyear in which the termination occurs (the ***“Target Pro Rata Incentive Payment”***), based onExecutive’s target Incentive Bonus for such fiscal year; or (ii) if the Termination Date occursduring the months of July-December of the fiscal year, a pro rata Incentive Bonus for the fiscalyear in which the termination occurs (the ***“Actual Pro Rata Incentive Payment”***), based on Employers’actual performance through the end of such fiscal year; and (C) all accrued but unpaid amountspayable to Executive under this Agreement and under any employee benefit plan (the ***“AccruedPayment”***). The Target Pro Rata Incentive Payment and the Actual Pro Rata Incentive Payment shall,in each case, be determined based on the number of days elapsed from the beginning of the fiscalyear in which the termination occurs through and including the Termination Date. For purposes ofclarity, Executive will be eligible to receive only one Termination Payment, one Accrued Paymentand either one Target Pro Rata Incentive Payment or one Actual Pro Rata Incentive Payment(depending on when the Termination Date occurs) from Employers under this Section 5(b). Employers’obligation to make the Termination Payment and either the Target Pro Rata Incentive Payment orActual Pro Rata Incentive Payment shall be conditioned upon: (i) Executive’s continued compliancewith his obligations under the Noncompetition Agreement; and (ii) Executive’s execution, deliveryand non-revocation of a valid and enforceable general release of claims in a form reasonablyacceptable to Employers (the ***“Release”***). In the event that Executive breaches any of the covenantsset forth in the
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Noncompetition Agreement, Executive shall immediately return to Employers any portion of theTermination Payment and either the Target Pro Rata Incentive Payment or Actual Pro Rata IncentivePayment that have been paid to Executive pursuant to this Section 5(b). Subject to this Section5(b) and Section 5(e), the Termination Payment and the Target Pro Rata Incentive Payment, ifapplicable, shall be paid in installments on Employers’ regular payroll dates occurring during thetwelve (12) month period immediately following the effectiveness of the Release. Subject toSection 5(e), the Actual Pro Rata Incentive Payment, if applicable, shall be paid at the timeEmployers ordinarily pay incentive bonuses to its executives with respect to the fiscal year inwhich the termination occurs. Subject to Section 5(e), the Accrued Payment shall be paid withinthirty (30) days following the Termination Date.          (c) In the event of a termination of Executive’s employment pursuant to Section 4(b) as aresult of his death or disability, Employers shall pay to Executive, his estate or legalrepresentative, as the case may be, all amounts accrued to the date of termination and payable toExecutive hereunder and under any other bonus, incentive or other plan.          (d) Any termination of the Term shall not adversely affect or alter Executive’s rights underany employee benefit plan of any Employer in which Executive, at the date of termination, has avested interest, unless otherwise provided in such employee benefit plan or any agreement or otherinstrument attendant thereto.          (e) If Executive is a “specified employee” for purposes of Section 409A of the InternalRevenue Code of 1986, as amended, any payments required to be made pursuant to this Section 5 whichare subject to Section 409A shall not commence until six months from the Termination Date, with thefirst payment to be equal to the aggregate amount that would have been paid to Executive underSection 5 during the first six months immediately following the Termination Date had this Section5(e) not been applicable.     6. Definitions. ***“Cause”***as used herein shall mean Executive’s: (i) commission of anact which constitutes common law fraud, embezzlement (other than occasional, customary and deminimis use of Employers’ property for personal purposes) or a felony, an act of moral turpitude,or of any tortious or unlawful act causing material harm to any Employer’s business, standing orreputation; (ii) gross negligence on the part of Executive in the performance of his dutieshereunder; (iii) breach of his duty of loyalty or care to any Employer; (iv) other misconduct thatis materially detrimental to any Employer; (v) ongoing refusal or failure to perform Executive’sduties or the deliberate and consistent refusal to conform to or follow any reasonable policyadopted by the Board, in each case after receiving written notice describing his noncompliance andbeing given a five (5) business days opportunity to cure (to the extent curable) suchnon-compliance; or (vi) material breach by Executive of this Agreement, the NoncompetitionAgreement or any other agreement with or for the benefit of Employers to which
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Executive is a party or by which Executive is bound, which is not cured (to the extentcurable) within five (5) business days following written notice from Employers.     7. Consideration. Executive acknowledges and agrees that the consideration set forthin the recitals to this Agreement and the rights and benefits hereunder are all and singularlyvaluable consideration which are sufficient for any or all of Executive’s covenants set forthherein or in the Noncompetition Agreement.     8. No Prior Agreements. Executive represents and warrants that his performance of allthe terms of this Agreement does not and shall not breach any fiduciary or other duty or anycovenant, agreement or understanding (including, without limitation, any agreement relating to anyproprietary information, knowledge or data acquired in confidence, trust or otherwise) to which heis a party or by the terms of which he may be bound. Executive further covenants and agrees not toenter into any agreement or understanding, either written or oral, in conflict with the provisionsof this Agreement.     9. Miscellaneous.          (a) Notices. All notices, requests, consents and demands by the parties hereto shallbe delivered by hand, by confirmed facsimile transmission, by recognized national overnight courierservice or by deposit in the United States mail, postage prepaid, by registered or certified mail,return receipt requested, addressed to the party to be notified at the addresses set forth below:if to Executive:Kevin J. Baudhuin