**Exhibit10.8**

 

**DelawareNorth Companies, Inc.**

**TargetIncentive Plan Document**

 

***Plan Objective***

 

The purpose of the incentive plan(hereinafter referred to as the “incentive plan”) is to provide an opportunitythrough which the company can reward the performance of eligible associates forachievement of financial and business objectives.

 

***Definitions***

 

“Incentive” means an award, with adjustments(if any), paid pursuant to the provisions of the incentive plan.

 

“Financial Plan Target” means the financialmeasure that actual financial results will be compared to for purposes ofdetermining incentive eligibility. The financial plan target is the annualfinancial plan developed by the subsidiary, unit or department for theapplicable plan year, approved by the applicable level of management. DNCcorporate finance will review any necessary adjustments to the financial plantarget during the plan year based on new business, loss of business, or otherextraordinary circumstances. Senior management will approve any adjustments tothe financial plan target. If a new unit is acquired during a calendar year andno approved profit plan has been prepared for that unit, a pro-forma for thenew unit will be used for the remainder of that calendar year, and bonuscompensation will be calculated based on the year-end financial results of theunit compared to the pro-forma.

 

“Committee” means the compensation committeeconsisting of members of the board of directors.

 

“Eligible Associates” are associates workingin the positions that have been approved by the committee as incentiveeligible.

 

“Plan Year” means the 12-month periodbeginning January 1st and ending December 31st.

 

“Eligible Compensation” means base salary asof December 31st of the plan year.

 

“Retirement” means an eligible associate whoterminates employment with a minimum age of 65 and at least five years ofservice or 55 with at least 10 years of service and does not accept employmentwith another employer.

 

“Incentive Target” is that percentage of anassociate’s eligible compensation, which will be partially or fully paid iffinancial and business objectives are achieved at the levels pre-established bythe committee.

 

 

 
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***Administration of the IncentivePlan***

 

The committee has the sole authority tointerpret and administer the incentive plan in accordance with determinationsadopted by it.

 

***Eligibility***

 

Eligibility to participate in the incentiveplan is limited to associates employed in positions that have been approved bythe committee as incentive eligible.

 

Eligible associates must be actively employedon the day the incentive is paid out (on or about March 15th of the yearfollowing the plan year) to receive an incentive payment. Eligible associateswho are hired, promoted, or transferred during the plan year into an incentiveeligible position may be awarded a pro-rata incentive payment earned during theplan year based upon full months of service in the eligible position during theplan year. An associate who is on an approved leave of absence will receivepayment upon return to work.

 

Eligible associates must be employed in thecurrent incentive eligible position for at least sixty (60) days in the planyear to be eligible for a pro-rata payment.

 

An associate who is eligible for retirementand retires during the plan year will be eligible to receive a pro-rataincentive payment earned during that plan year based on the number of fullmonths he or she was employed during the plan year.

 

Eligible associates who are on an approved leaveof absence during the plan year will be eligible for pro-rata incentive paymentbased on full months of service during the plan year unless otherwiseprohibited by law.

 

The pro-rata incentive for full months ofservice will be calculated according to the following schedule:

 
| **Full Months of Service** | ** ** | **Hired or  Promoted** | ** ** | **Retirement  or Leave of Absence** |
|----------------------------|------------|------------------------|------------|-------------------------------------|
| January                    |       | 100%  of target        |       | 8%  of target                       |
| February                   |       | 92%  of target         |       | 17%  of target                      |
| March                      |       | 83%  of target         |       | 25%  of target                      |
| April                      |       | 75%  of target         |       | 33%  of target                      |
| May                        |       | 67%  of target         |       | 42%  of target                      |
| June                       |       | 58%  of target         |       | 50%  of target                      |
| July                       |       | 50%  of target         |       | 58%  of target                      |
| August                     |       | 42%  of target         |       | 67%  of target                      |
| September                  |       | 33%  of target         |       | 75%  of target                      |
| October                    |       | 25%  of target         |       | 83%  of target                      |
| November                   |       | 17%  of target         |       | 92%  of target                      |
| December                   |       | 0%  of target          |       | 100%  of target                     |

 

 
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An eligible associate who transfers into aposition with a different incentive target will be eligible for a pro-rataincentive based on the number of months in each eligible position in accordancewith the schedule above. If a transfer occurs mid-month, the incentive targetfor the position that the associate was in the majority of the days in themonth will apply for that month.

 

An eligible associate who transfers into aposition that is not incentive eligible will be eligible for a pro-rataincentive based on the number of full months of service in the eligibleposition during the plan year in accordance with the schedule above.

 

Eligible associates who are on a corrective counselingplan may not be eligible for an incentive payment based on the nature andseverity of the issue. Associates that have received an indefinite counselingin the plan year for which the incentive is being paid, or in the periodfollowing the plan year before payment is made, will not be eligible for anincentive payment.

 

Additionally, evidence of any lack ofcompliance with a law, regulation, policy or accounting standard will result ina reduction or elimination of an associate’s incentive payment based on thecompensation committee’s assessment of the issue, the eligible associate’sculpability, and potential exposure to DNC. Issue of the above nature notreported in a voluntary manner will be more heavily weighted.

 

***Associate Incentive Potential***

 

Incentive targets will be recommended by homeoffice human resources and approved by the committee.

 

***Incentive Measurement***

 

Senior management will provide guidanceannually on business strategies from which financial and business objectiveswill be developed for each incentive eligible associate. The immediate managerof each eligible associate will be responsible for ensuring that financial andbusiness objectives are established based on senior management’s direction andthat performance against those objectives is measured.

 

The weight of financial and businessobjectives for purposes of incentive eligibility may change annually based onbusiness strategies.

 

***Calculation of AssociateIncentive Payments***

 

Payment for achievement of financialobjectives will be calculated using a pre-determined minimum threshold andscale of actual performance relative to the financial plan target for theeligible associate’s financial scope of responsibility. The committee mayapprove other financial objectives and metrics for specific positions based onbusiness objectives. The corporate finance group will review the calculation ofactual performance to financial

 
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plan target for each department, subsidiary,business unit or group prior to senior management’s approval of payment forfinancial objective achievement.

 

The eligible associate’s immediate managerwill evaluate payment for business objectives using the pre-determined metricsapproved by senior management.

 

Based upon the assessment of actualperformance relative to the financial and business objectives, a recommended incentivepayment will be calculated, approved by the next two levels of management, andsubmitted to the committee for final approval. The committee has the sole discretionto approve or adjust the amount. Decisions made by the committee are final andbinding.

 

***Method of Incentive Payment***

 

The incentive payment will be calculatedbased upon a percentage of eligible compensation and will be paid in a lump sumafter the completion of the annual audit, on or about March 15th of the yearfollowing the plan year.

 

All incentive payments will be subject toapplicable tax and withholdings.

 

***Effect of Benefit Plans***

 

Approved incentive amounts will not beincluded in the computation of health & welfare or 401(k) benefits unlessotherwise stated in a benefit plan document or as required by statute.

 

***Determinations of the Committee***

 

The committee will, subject to the provisionsof the incentive plan, establish processes and make determinations and will takesuch other action in connection with or in relation to accomplishing theobjectives of the incentive plan, as it deems necessary or advisable.

 

***Amendment and Termination***

 

The committee reserves the rights to suspend,amend or terminate the incentive plan at any time without prior consent ornotification to participants.

 
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