exhibit10_3.htm


    Execution Copy

      


       

      THE
READER’S DIGEST ASSOCIATION, INC.

       

      Reader’s
Digest Road

       

      Pleasantville,
NY 10570-7000

       

      Todd C.
McCarty                                                                                 Telephone:  (914)
244-5175

      Senior Vice
President                                                                                     
Fax:  (914) 244-7944

      Global Human
Resources                                                                                       
todd_mccarty@rd.com

       

                                                                        August 17, 2009

       

      Ms. Mary
Berner

      c/o The
Reader’s Digest Association, Inc.

      Reader’s
Digest Road

      Pleasantville,
NY 10570-7000

       

      You, Mary
Berner, the Chief Executive Officer of The Reader’s Digest Association, Inc.
(the “Company”), will
receive cash compensation from the Company equal to $125,000 per month, payable
pursuant to the Company’s normal payroll procedures, for so long as you remain
employed with the Company during the Company’s Chapter 11
proceedings.  Capitalized terms not otherwise defined herein shall be
as defined under that certain Employment Agreement entered into by and between
you and the Company dated February 1, 2008 (the “Employment
Agreement”).

       

      1)           If
you are not offered continued employment following the effective date of the
Acceptable Plan (as such term is defined in the Restructuring Support Agreement
made and entered into on August 17, 2009 between the Company and the other
parties signatory thereto (the “RSA”)) (the “Effective Date”),
such that your employment with the Company terminates on such date, then the
following provisions will apply: (a) the Employment Agreement will be rejected
under the Acceptable Plan; (b) you will continue to be bound by the
non-solicitation covenant of Section 6(a)(ii) of your Employment Agreement
(except that you will be permitted to hire, without any delay, any employee of
the Company whose employment is terminated by the reorganized Company (whether
due to its failure to offer continued employment to such employee through the
rejection of his or her employment agreement in the Chapter 11 proceedings or
otherwise) and the nondisparagement covenant of Section 12 of your Employment
Agreement (which shall be deemed amended to cover the signatories of the RSA,
including their directors, employees and representatives), in each case
following your date of termination of employment with the Company for the
applicable periods provided for therein, as well as the non-disclosure covenant
in Section 7 of your Employment Agreement; (c) you will be relieved of any
obligation with respect to the non-competition covenant of Section 6(a)(i) of
your Employment Agreement and any other non-competition covenants in any other
agreement between you and the Company; (d) subject to your execution, without
revocation, of a Release of Claims in the form (as applicable) attached hereto
as Exhibit A-1, you will receive from the Company, in lieu of any other
severance payments that may otherwise be due to you, a one-time cash severance
payment, in the amount of $2.2 million (plus any Accrued Rights), on the 53rd
day after your separation from service with the Company (within the meaning of
Internal Revenue Code Section 409A); and (e) subject to its receipt of your
executed and irrevocable Release of Claims, the Company shall execute and
deliver to you a release of claims for your benefit in the form attached to this
letter agreement as Exhibit A-2.  For the avoidance of doubt, if your
employment is terminated by you or by the Company for any reason (other than at
the initiation of the signatories to the RSA) prior to the Effective Date, none
of the provisions contained in this Paragraph (1) shall apply, and this letter
agreement will become null and void on such date of termination.

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      2)           If
you are provided the opportunity to execute an amended employment agreement with
the Company and to have that agreement assumed by the reorganized Company under
the Acceptable Plan, to be effective on and after the Effective Date (the “Amended Employment
Agreement”), and such Amended Employment Agreement: (a) is in the form
and on the terms of your existing Employment Agreement, except for the modifications
outlined in this Paragraph 2 and in Paragraph (3) below; (b) provides for a
total annual rate of base cash compensation (in lieu of any other base salary or
guaranteed bonus amounts provided under Section 3(a) of your Employment
Agreement or otherwise) (“Base Compensation”)
payable to you by the Company of no less than $1.1 million; (c) provides you, on
an ongoing basis, with a seat on the board of the reorganized Company; (d)
provides you with the opportunity (in all cases in lieu of any other annual or
long-term cash incentive opportunities provided under Section 3(b) of your
Employment Agreement), to participate in the “Pay for Performance/Variable Comp
Plan” and “Enterprise Value Maximization Plan (EVMax),” as described in Exhibits
B and C attached hereto, and to earn the level of cash bonus compensation under
each such plan as identified in the attached Annex 1, and otherwise to
participate in such annual cash bonus plan, and at such level of annual cash
bonus compensation, as the Company shall implement in accordance with the
provisions of Paragraph 4 below (except that if the Effective Date has not
occurred prior to June 15, 2010, the Company and you will negotiate reasonably
and in good faith regarding an annual bonus plan, and annual cash bonus
compensation opportunity, in respect of the Company’s fiscal year beginning July
1, 2010); and (e) provides you with equity compensation opportunities as
provided in Paragraph (4) below; and you decline such
opportunity to execute the Amended Employment Agreement, upon any termination of
your employment by you or by the Company following such decline, you shall not
be entitled to the $2.2 million severance payment described above (or any other
severance payments or benefits, other than your Accrued Rights) from the
Company, but you shall continue to be bound by the covenants described in
Paragraph 1(b), above.

       

      3)           For
purposes of confirming the terms of your Amended Employment Agreement, if
assumed by the reorganized Company under the Acceptable Plan, in addition to the
modifications to your Employment Agreement identified in Paragraph 1, clauses
(b), (c), (d) and (e) above (and any provisions in your Employment Agreement
that are contrary to these clauses will be amended to be consistent with such
clauses), the Amended Employment Agreement will also reflect the following
changes to your current Employment Agreement: (1) all references to Ripplewood
Holdings L.L.C. or any of its representatives, and any obligations relating to
Ripplewood Holdings L.L.C. or any of its representatives, shall be removed; (2)
all references to any obligations of the Company relating to equity-based awards
(whether relating to the grant or vesting of any such awards) or obligation by
you to co-invest, shall be removed; (3) the reorganized Company will be liable
for any legal fees or expenses incurred by you in connection with entering into
this letter agreement, modifying your Employment Agreement and/or entering into
the Amended Employment Agreement (including the review and negotiation of any
other plans or agreements relating to your bonus and equity compensation
opportunities referenced in Paragraphs 2 and 4 of this letter agreement), up to,
in the aggregate, $40,000.00 (to be reimbursed promptly upon remittance of
documentation of such fees and in no event later than the Short-Term Deferral
Date), and otherwise the provisions of Section 3(i) of your Employment Agreement
shall apply to any negotiation and modification to your Amended Employment
Agreement (and any other agreements documenting your equity arrangements with
the Company) that occurs following the conclusion of all negotiations and
documentation of the arrangements described in Paragraphs 2, 3 and 4 of this
letter agreement; (4) any references to an “Annual Bonus” shall refer to the
applicable annual bonus payable, and your “Annual Bonus opportunity” as used in
Section 4(b)(iii)(D) of the Employment Agreement shall refer to your applicable
annual bonus opportunity, in each case as set forth in Paragraph 2(d) above, as
applicable; (5) the severance calculation in Section 4(c)(i) of the Employment
Agreement will equal two times your Base Compensation as in effect at the
applicable time; and (6) the nondisparagement covenant of Section 12 of your
Employment Agreement will cover the signatories to the RSA, including their
directors, employees and representatives.  By executing this letter
agreement, you acknowledge and agree that (x) none of the modifications made to
your current Employment Agreement as described anywhere in this letter agreement
constitute “Good Reason” as defined in your Employment Agreement (or in the
Amended Employment Agreement, as applicable) and (y) upon execution, the Amended
Employment Agreement will replace your current Employment Agreement and
supersedes any other agreements (oral or written) between you and the
Company.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      4)           Following
any assumption by the reorganized Company of your Amended Employment Agreement
and the empanelment of the board of directors of the reorganized Company (the
“Board”), such
Board and you shall promptly designate a mutually acceptable, nationally
recognized compensation consultant.  Such compensation consultant
shall analyze companies that are comparable to the reorganized Company and your
experience (including your performance with the Company prior to the Effective
Date) and market status, and recommend to the Board and you both the annual cash
bonus opportunity and structure to be made available to you and an allocation
and structure for equity compensation opportunities to be made available to you
out of the 7.5% equity pool described in Exhibit A to the RSA.  If you
agree with such consultant’s recommendation with respect to, and/or you and the
Board reach another agreement as to, your annual cash bonus and equity
compensation opportunities with the Company, such opportunities shall be
implemented by the Company.

       

      5)           If
you do not agree with the compensation consultant’s recommendation, or if you
and the Board do not reach another agreement, in either case as described in
Paragraph (4) above, you shall be entitled to promptly resign without Good
Reason (as defined in your Amended Employment Agreement) from your positions
with the Company and be relieved of any obligations under the non-competition
covenant of Section 6(a)(i) of your Amended Employment Agreement and any other
non-competition covenants in any other agreement between you and the Company,
but (a) you shall not receive the $2.2 million severance payment (nor the
release of claims) from the Company described in Paragraph (1), clauses (d) and
(e), above, and (b) you shall continue to be bound by the covenants described in
Paragraph 1(b), above and you shall receive your Accrued Rights.

       

      Any
payments provided for in this letter agreement are intended to be made in
compliance with or be exempt from Internal Revenue Code Section 409A and shall
be interpreted accordingly.  This letter agreement and any dispute
related hereto will be governed by the laws of New York.

       

      If the
Acceptable Plan or such other Chapter 11 plan as may be acceptable to the
Required Consenting Lenders (as defined in the RSA) is confirmed, then the
Debtors (as defined in the RSA) shall assume the Amended Employment Agreement,
unless you are not offered continued employment as provided in Paragraph 1
above, in which case the provisions of such Paragraph 1 shall
apply.

       

      If the
foregoing accurately describes your understanding and agreement with the Company
regarding the terms of your continued employment with the Company, please sign
where indicated below and return a signed copy of this letter agreement to me by
no later than 8:00 a.m. (EST) Monday, August 17, 2009.

       

      


       

      [Signatures on next
page.]

       

      



      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      


       

      [Signature
Page to Mary Berner Letter Agreement]

       

      


       

      


      Sincerely,

      


      __/s/ Todd
McCarty_____________Todd McCarty,

      Senior Vice President

      Global Human Resources

      The Reader’s Digest Association,
Inc.

       

      


       

      Accepted
and agreed by:

       

      /s/ Mary
Berner                               

      Mary
Berner

       

      and

       

      


      Acknowledged
and consented to for purposes of the Restructuring Support Agreement
by,

      JP Morgan
Chase Bank, N.A., in its capacity as the Administrative Agent,

      as such
term is defined in the DIP Commitment Letter

      


       

      By: /s/ Elizabeth
Kelley______

      Name:  Elizabeth
Kelley

      Title:     Managing
Director

       

      


       


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      EXHIBIT
A-1

       

      RELEASE OF
CLAIMS

       

      
        	
                1.  

              	
                Release.  For
      good and valuable consideration, the receipt and sufficiency of which is
      hereby acknowledged, the undersigned, with the intention of binding
      herself, her heirs, executors, administrators and assigns, does hereby
      release and forever discharge The Readers’ Digest Association, Inc., a
      Delaware corporation (the “Company”), and
      its parents, subsidiaries, affiliates, predecessors, successors, and/or
      assigns, and the Consenting Lenders (within the meaning of that certain
      Restructuring Support Agreement made and entered into as of August 17,
      2009, solely with respect to their dealings with the Company and the
      undersigned in connection therewith), past, present, and future, together
      with its and their officers, directors, executives, agents, employees, and
      employee benefits plans (and the trustees, administrators, fiduciaries and
      insurers of such plans), past, present, and future (collectively, the
      “Released
      Parties”), from any and all claims, actions, causes of action,
      demands, rights, damages, debts, accounts, suits, expenses, attorneys’
      fees and liabilities of whatever kind or nature in law, equity, or
      otherwise, whether now known or unknown (collectively, the “Claims”), which
      the undersigned now has, owns or holds, or has at any time heretofore had,
      owned or held against any Released Party, from the beginning of time to
      the date of the Executive’s execution of this Release of Claims, including
      without limitation, any Claims arising out of or in any way connected with
      the undersigned’s employment relationship with the Company, its
      subsidiaries, predecessors or affiliated entities, or the termination
      thereof, under any Federal, state or local statute, rule, or regulation,
      or principle of common, tort or contract law, including but not limited
      to, the Family and Medical Leave Act of 1993, as amended (the “FMLA”), 29
      U.S.C. §§ 2601 et seq., Title VII
      of the Civil Rights Act of 1964, as amended, 42
      U.S.C. §§ 2000e et seq., the Age
      Discrimination in Employment Act of 1967, as amended, 29
      U.S.C. §§ 621 et seq., the
      Americans with Disabilities. Act of 1990, as amended, 42
      U.S.C. §§ 12101 et seq., the
      Worker Adjustment and Retraining Notification Act of 1988, as amended, 29
      U.S.C. §§ 2101 et seq., the
      Employee Retirement Income Security Act of 1974, as amended, 29
      U.S.C. §§ 1001 et seq., and all
      other Federal, state, or local statutes, regulations or laws; provided, however, that
      nothing herein shall release the Company of its obligations under that
      certain [for release to
      be signed if Paragraph 1 of Letter Agreement is triggered: Letter
      Agreement, dated as of August 17, 2009, between the Executive and the
      Company, as well as its obligations under Section 19 of that certain
      Employment Agreement, dated as of February 1, 2008] [for release to be signed as
      Exhibit E of the Employment Agreement, absent Paragraph 1 of Letter
      Agreement being triggered: Employment Agreement, dated as of
      February 1, 2008, between Executive and the Company (as the same may be
      amended from time to time by written agreement of Executive and the
      Company, including, as applicable pursuant to that certain Letter
      Agreement, dated as of August 17, 2009, between the Executive and the
      Company)]; provided, further, that
      Executive does not waive any right to be provided a defense or to be
      indemnified that she may have under any indemnification agreement or the
      Company’s Articles of Incorporation or Bylaws or any directors and
      officers insurance arrangement. Except as set forth in Section II below,
      the undersigned understands that, as a result of executing this Release of
      Claims, she will not have the right to assert that the Company or any
      other Released Party unlawfully terminated her employment or violated any
      of her rights in connection with her employment or otherwise.

                 

                
                  The
      undersigned affirms that she is not presently party to any Claim,
      complaint or action against any Released Party in any forum or form and
      that she knows of no facts which may lead to any Claim, complaint or
      action being filed against any Released Party in any forum by the
      undersigned or by any agency, group, etc. The undersigned further affirms
      that she has been paid and/or has received all leave (paid or unpaid),
      compensation, wages, bonuses, commissions, and/or benefits to which she
      may be entitled and that no other leave (paid or unpaid), compensation,
      wages, bonuses, commissions and/or benefits are due to her from the
      Company and its subsidiaries, except as specifically provided in this
      Release of Claims. The undersigned furthermore affirms that she has no
      known workplace injuries or occupational diseases and has been provided
      and/or has not been denied any leave requested under the FMLA. If any
      agency or court assumes jurisdiction of any such Claim, complaint or
      action against any Released Party on behalf of the undersigned, the
      undersigned hereby waives any right to individual monetary or other
      relief.

                   

                  
                    The
      undersigned further declares and represents that she has carefully read
      and fully understands the terms of this Release of Claims and that,
      through this document, she is hereby advised to consult with an attorney
      prior to executing this Release of Claims, that she may take up to and
      including 21 days from receipt of this Release of Claims, to consider
      whether to sign this Release of Claims, that she may revoke this Release
      of Claims within seven calendar days after signing it by delivering to the
      Company written notification of revocation (and that this Release of
      Claims shall not become effective or enforceable until the expiration of
      such revocation period), and that she knowingly and voluntarily, of her
      own free will, without any duress, being fully informed and after due
      deliberate action, accepts the terms of and signs the same as her own free
      act.

                  

                

              


      

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      
        	
                2.  

              	
                Protected
      Rights.  The Company and the undersigned agree that
      nothing in this Release of Claims is intended to or shall be construed to
      affect, limit or otherwise interfere with any non-waivable right of the
      undersigned under any Federal, state or local law, including the right to
      file a charge or participate in an investigation or proceeding conducted
      by the Equal Employment Opportunity Commission (“EEOC’) or to
      exercise any other right that cannot be waived under applicable law. The
      undersigned is releasing, however, her right to any monetary recovery or
      relief should the EEOC or any other agency pursue Claims on her behalf.
      Further, should the EEOC or any other agency obtain monetary relief on her
      behalf, the undersigned assigns to the Company all rights to such
      relief.

              


      

       

      
        	
                3.  

              	
                Third-Party
      Litigation.  The undersigned agrees to be available to
      the Company and its affiliates on a reasonable basis in connection with
      any pending or threatened claims, charges or litigation in which the
      Company or any of its affiliates is now or may become involved, or any
      other claims or demands made against or upon the Company or any of its
      affiliates, regardless of whether or not the undersigned is a named
      defendant in any particular case.

              


      

       

      
        	
                4.  

              	
                Severability.  If
      any term or provision of this Release of Claims is invalid, illegal or
      incapable of being enforced by any applicable law or public policy, all
      other conditions and provisions of this Release of Claims shall
      nonetheless remain in full force and effect so long as the economic and
      legal substance of the transactions contemplated by this Release of Claims
      is not affected in any manner materially adverse to any
    party.

              


      

       

      
        	
                5.  

              	
                GOVERNING
      LAW.  THIS RELEASE OF CLAIMS SHALL BE DEEMED TO BE MADE
      IN THE STATE OF NEW YORK. AND THE VALIDITY, INTERPRETATION, CONSTRUCTION
      AND PERFORMANCE OF THIS AGREEMENT IN ALL RESPECTS SHALL BE GOVERNED BY THE
      LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS PRINCIPLES OF
      CONFLICTS OF LAW.

              


      

       

      Effective
on the eighth calendar day following the date set forth below.

       

          THE READERS’
DIGEST ASSOCIATION, INC.,

       

      
        	
                 
      

              	
                by:

              


      

      


      


      Name:
_________________________________

      Title: 
_________________________________

      


      EMPLOYEE,

      _________________________________________________
Mary
Berner

      


      Date
Signed:  ______________________________________ 


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      Exhibit
A-2

       

      RELEASE
OF CLAIMS

      


      The
Reader’s Digest Association, Inc. (“RDA”) hereby agrees, in consideration of the
covenants and agreements referred to in that certain letter agreement dated
August 17, 2009 by and between RDA and Mary Berner (“Ms. Berner”) and RDA (the
“Letter Agreement”) and
other good and valuable consideration, the receipt and sufficiency of which is
hereby irrevocably acknowledged, that RDA hereby, fully and completely forever
releases Ms. Berner (hereinafter referred to as the “Releasee”, which term
includes all heirs, executors, administrators, estate trustees, assigns and
attorneys of Ms. Berner) from any and all causes of action, suits, agreements,
promises, damages, disputes, controversies, contentions, differences, judgments,
claims, debts, dues, sums of money, accounts, reckonings, bonds, bills,
specialities, covenants, contracts, variances, trespasses, extents, executions
and demands of any kind whatsoever, which RDA or any of its agents, assignees,
attorneys, successors, assigns, heirs and executors ever had, now have or may
have against the Releasee, in law, admiralty or equity, whether known or unknown
to RDA, for, upon, or by reason of, any matter, action, omission, course or
thing whatsoever occurring up to the date this Release is signed by RDA, provided that the
foregoing shall not include any claims to enforce RDA’s rights or the Releasee’s
obligations under, or with respect to, the Letter Agreement (or any exhibits
referenced therein), nor from any actions against Ms. Berner as a result of any
criminal or willfully fraudulent acts engaged in by Ms. Berner in connection
with her duties to RDA.

      


      RDA fully
understands that this Release is a legally binding document and that by signing
this Release RDA is prevented from filing, commencing or maintaining any action
against any Releasee, other than to enforce RDA’s rights under the Letter
Agreement and the Release of Claims (within the meaning of the Letter
Agreement).

      


      This
Release is final and binding and may not be changed or modified, except by
written agreement by both of RDA and the Releasee.

       

      


       

      Dated:
_____________________                                                                              THE READER’S DIGEST ASSOCIATION,
INC.

       

       

                              By:
________________________________Name:

       

                              Title:

       

      


       

      


       


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      EXHIBIT
B

      


      


      


      Pay
for Performance/Variable Comp Plan

      


      
        	
                Summary

              	
                Broad-based
      plan designed to incent delivery of short-term, financial goals
      (incremental Cash EBITDA and Free Cash Flow)

              
	
                Participants

              	
                Includes
      specified level employees which provides a consistent pay for performance
      philosophy among all executives

              
	
                Target
      Award Opportunities

              	
                Target
      award opportunity (expressed as a % of base salary) established for each
      participant relative to employee grade level and criticality of
      role

              
	
                Performance
      Measure

              	
                Cash
      flow and Cash EBITDA.  Executives have 100% of their opportunity
      based on financial results.  Performance will  be
      measured at the corporate level with CEO discretion of +/- 10% at the
      operating unit level, assuming no change in total pool
      available.

              
	
                Performance
      Award

              	
                Cash
      payment

              
	
                Performance
      Measurement Period

              	
                Annual
      measure  to recognize short-term goals and provide strong
      retention and  incentive value

              
	
                Payout
      Frequency

              	
                Paid
      out annually based on audited results for
2010.

              


      

      


       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      

       

       


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      


       

      EXHIBIT
C

       

      


       

      Reward
for Increasing Enterprise Value/

       

      Enterprise
Value Maximization Plan (EVMax)

       

      
        	
                Summary

              	
                Incremental
      executive plan designed to incent the delivery of longer-term financial
      goals

                Group
      1 -  To reward for the realization of maximum enterprise
      value

                Group
      2  - To reward executives for time to
  emergence

              
	
                Participation

              	
                Participation
      limited to executives that have broad enterprise wide responsibilities or
      those that can impact time to emergence.  Select group will
      participate in both.  All EVMax participants are also
      participants in the Variable Comp Plan.

              
	
                Performance
      Measure

              	
                Group
      1 - Enterprise wide Cash EBITDA as measured in accordance with approved
      plan Cash EBITDA at end of each year in two-year performance period (June
      2010 and June 2011)

                Group
      2 - Incremental savings not contemplated in plan (driven by time to
      emergence)

              
	
                Performance
      Award

              	
                Group
      1 – Cash payment based on pro-rata share of Cash EBITDA improvement over
      approved plan Cash EBITDA

                Group
      2 – Cash payment based on a portion of saved professional fees due to
      early exit

              
	
                Performance
      Measurement Period

              	
                Group
      1 - One year at Fiscal Year End

                Group
      2 - Time to Emergence

              
	
                Payout
      Frequency

              	
                Group
      1 - Paid at the end of 2010 Fiscal Year

                Group
      2 - Paid in full at emergence with a 6 month claw back
      provision

              


      

      


       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

       

      

       

       


      
        
           


        

        
          11

          
            

          

        

        
           


        

      

       

      
 

       

      

       

       

       

       


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      ANNEX
1

      


      


      
        	
                Executive Participation

              	 
      
	 
      	
                2010

              
	
                  Base
      Line EBITDA

              	
                133.2

              
	
                  Plus
      Bonus Expense included (est. 2001)

              	
                37.1

              
	
                Pre-Bonus
      EBITDA

              	
                170.3

              
	
                  Plus
      Cost Savings Assumed 2010

              	
                37.0

              
	
                  Plus
      Cost Savings Assumed 2011

              	
                 -

              
	
                  Plus
      Additional EBITDA generation

              	
                3.9

              
	
                Pre-Bonus
      EBITDA after Initiatives

              	
                211.2

              
	 
      	 
      
	
                  EBITDA
      Pre-Bonus

              	
                211.2

              
	
                  EBITDA
      Post-Bonus

              	
                174.0

              
	
                  EVMAX
      Value Date

              	
                Jun-10

              
	
                  EVMAX
      Value EBITDA (approximates above)

              	
                174.6

              
	
                  EVMAX
      Time to Exit Bonus – Date of Exit on or Before

              	
                Jan-10

              
	 
      	 
      
	 
      	
                2010

              
	
                Mary Berner

              	 
      
	
                Base
      Salary

              	
                $    1,100,000

              
	
                Variable
      Comp Percent of Salary

              	
                50%

              
	
                Variable
      Comp Bonus Dollars

              	
                $       550,000

              
	
                EVMAX
      – Value Creation

              	
                $       259,128

              
	
                EVMAX
      – Time to Exit

              	
                $       928,698

              
	
                Total
      Bonus

              	
                $    1,737,826

              
	
                Total
      Compensation (Base + Bonus)

              	
                $    2,837,826

              
	 
      	 
      
	
                Tom Williams

              	 
      
	
                Base
      Salary

              	
                $       600,000

              
	
                Variable
      Comp Percent of Salary

              	
                52%

              
	
                Variable
      Comp Bonus Dollars

              	
                $       316,147

              
	
                EVMAX
      – Value Creation

              	
                $       157,207

              
	
                EVMAX
      – Time to Exit

              	
                $       807,410

              
	
                Total
      Bonus

              	
                $    1,280,764

              
	
                Total
      Compensation (Base + Bonus)

              	
                $    1,880,764

              


      

      


      


       

      


       


      
        
           


        

        
          13