Exhibit
10.6


 


A.                                    Performance
Criteria for Incentive Plan Awards for Year 2005 Pursuant to the 2003 Executive
Incentive Plan


 


1.                                       The
aggregate incentive plan cash award for all participants (the “Incentive Plan
Cash Award”) shall equal four percent of the Adjusted 2005 Operating Income
(defined below).  The Compensation
Committee, in its discretion, will designate the executive officers of the
Company that are eligible to receive cash incentive awards, as well as set the
percentage of the aggregate Incentive Plan Cash Award each participant is
eligible to earn upon achievement of the performance goals (for each
participant, the “Individual Cash Incentive Award”). Notwithstanding the
foregoing, the Compensation Committee may, in its sole discretion, elect to award
any participant an amount that is less than the actual Individual Cash
Incentive Award the participant is eligible to earn as determined by the
participant’s designated percentage, provided that any such decrease in the
Individual Cash Incentive Award for any one participant shall not increase the
award for any other participant.


 


2.                                       The
term “Adjusted 2005 Operating Income” means the operating income of the
Company for its fiscal year ending December 31, 2005 (the “2005 Year”),
determined pursuant to generally accepted accounting principles, adjusted as
follows:  (i) such amount shall be
increased by the Company’s interest expense for the 2005 Year; (ii) such amount
shall be increased by the Company’s federal, state and local income taxes for
the 2005 Year; (iii) such amount shall be increased by bonuses paid under
Company executive compensation and deferred compensation plans for the 2005
Year; (iv) such amount shall be increased by losses from publicly-disclosed
transactions entered into during the 2005 Year that the Compensation Committee
considers to be extraordinary or non-recurring; (v) such amount shall be
decreased by gains from publicly-disclosed transactions entered into during the
2005 Year that the Compensation Committee considers to be extraordinary or
non-recurring; (vi) such amount shall be increased by any net losses during the
2005 Year from entities, trades or businesses and lines of businesses acquired
from unrelated parties (“2005 Acquisitions”); and (vii) such amount
shall be decreased by any net profits during the 2005 Year from entities,
trades or businesses and lines of businesses acquired pursuant to 2005
Acquisitions.


 


B.                                    Performance
Criteria for Restricted Stock Awards for Year 2005 Pursuant to the 1998 Stock
Incentive Plan


 


1.                                       The
aggregate incentive plan restricted stock award for all participants (the “Incentive
Plan Restricted Stock Award”) shall equal 420,000 shares of Company common
stock, provided that no award shall be made unless the Threshold Condition
(defined below) is met. The Compensation 


 





















 


Committee, in its discretion, will designate
the executive officers of the Company that are eligible to receive restricted
stock incentive awards, as well as set the percentage of the aggregate
Incentive Plan Restricted Stock Award each participant is eligible to earn upon
the achievement of the performance goals (for each participant, the “Individual
Restricted Stock Incentive Award”). 
Notwithstanding the foregoing, the Compensation Committee may, in its
sole discretion, elect to award any participant a number of shares of
restricted stock that is less than the actual Individual Restricted Stock
Incentive Award the participant is eligible to earn as determined by the
participant’s designated percentage, provided that any such decrease in the
Individual Restricted Stock Incentive Award for any one participant shall not
increase the award for any other participant. 
These awards, if any, are to be granted as of the close of business on
the first calendar day of the second quarter of 2006 on which the New York
Stock Exchange is open for business.


 


2.                                       The
term “Threshold Condition” means that the quotient of (i) Adjusted 2005 Operating  Income
(defined in Section A), divided by (ii) Adjusted 2005 Equity (defined
below), equals or exceeds 0.40.


 


3.                                       The
term “Adjusted 2005 Equity” means the quotient of (i) the sum of Beginning 2004
Equity (defined below) plus Adjusted Ending 2005 Equity (defined below),
divided by (ii) 2.0.


 


4.                                       The
term “Beginning 2005 Equity” means the shareholders equity of the Company as of
January 1, 2005, determined pursuant to generally accepted accounting
principles.


 


5.                                       The
term “Adjusted Ending 2005 Equity” means the shareholders equity of the Company
as of December 31, 2005, determined pursuant to generally accepted
accounting principles, adjusted as follows: 
(i) such amount shall be increased by bonuses paid under Company
executive compensation and deferred compensation plans for the 2005 Year; (ii)
such amount shall be increased by losses from publicly-disclosed transactions
entered into during the 2005 Year that the Compensation Committee considers
extraordinary or non-recurring; (iii) such amount shall be decreased by gains
from publicly-disclosed transactions entered into during the 2005 Year that the
Compensation Committee considers to be extraordinary or non-recurring; (iv)
such amount shall be increased by any net losses during the 2005 Year from
entities, trades or businesses and lines of businesses acquired pursuant to
2005 Acquisitions; and (v) such amount shall be decreased by any net profits
during the 2005 Year from entities, trades or businesses and lines of
businesses acquired pursuant to 2004 Acquisitions.