FROM
TIME TO TIME (THE "BASE SALARY"), WHICH SALARY SHALL BE PAYABLE IN SUCH
INSTALLMENTS AS IS CUSTOMARY FOR OTHER SENIOR EXECUTIVES OF THE COMPANY.
THE
EXECUTIVE SHALL BE ENTITLED TO TAKE FOUR (4) WEEKS OF PAID VACATION ANNUALLY.
THE BOARD OR COMPENSATION COMMITTEE SHALL CONDUCT A REVIEW OF THE EXECUTIVE'S
BASE SALARY ON AN ANNUAL BASIS.
DURING THE EMPLOYMENT PERIOD, THE EXECUTIVE
SHALL ALSO BE ENTITLED TO PARTICIPATE IN THE STANDARD BENEFIT PLANS AVAILABLE TO
THE COMPANY'S EMPLOYEES GENERALLY, IN ACCORDANCE WITH THE TERMS AND CONDITIONS
OF SUCH PLANS AS IN EFFECT FROM TIME TO TIME.
EXECUTIVE SHALL BE ELIGIBLE TO RECEIVE, IN ADDITION TO THE BASE SALARY, AN
ANNUAL BONUS (THE "BONUS") FOR SERVICES RENDERED DURING EACH CALENDAR YEAR IN
THE EMPLOYMENT PERIOD.
THE AMOUNT OF BONUS, IF ANY, PAYABLE IN RESPECT OF ANY
CALENDAR YEAR WILL BE DETERMINED BASED ON THE ACHIEVEMENT OF PERFORMANCE GOALS
ESTABLISHED BY THE BOARD OR COMPENSATION COMMITTEE WITHIN THE FIRST 90 DAYS OF
SUCH YEAR.
THE TARGET BONUS IN RESPECT OF EACH CALENDAR YEAR (THE "TARGET BONUS
PERCENTAGE") WILL EQUAL 35% OF THE BASE SALARY PAID OR PAYABLE TO THE EXECUTIVE
FOR SUCH YEAR.
THE BONUS, IF ANY, PAYABLE WITH RESPECT TO A CALENDAR YEAR SHALL
BE PAID WITHIN THIRTY (30) DAYS FOLLOWING THE RENDERING OF THE COMPANY'S AUDITED
FINANCIAL STATEMENTS FOR THE RELEVANT CALENDAR YEAR, SUBJECT TO EXECUTIVE'S
CONTINUED EMPLOYMENT WITH THE COMPANY THROUGH SUCH PAYMENT DATE.
1
THE COMPANY SHALL REIMBURSE THE EXECUTIVE FOR ALL REASONABLE AND NECESSARY
EXPENSES INCURRED BY HIM IN THE COURSE OF PERFORMING HIS DUTIES UNDER THIS
AGREEMENT WHICH ARE CONSISTENT WITH THE COMPANY'S POLICIES IN EFFECT FROM TIME
TO TIME WITH RESPECT TO TRAVEL, ENTERTAINMENT AND OTHER BUSINESS EXPENSES,
SUBJECT TO THE COMPANY'S REQUIREMENTS WITH RESPECT TO REPORTING AND
DOCUMENTATION OF SUCH EXPENSES.
THE COMPANY SHALL DEDUCT FROM ANY PAYMENTS TO BE MADE BY IT TO OR ON BEHALF OF
THE EXECUTIVE UNDER THIS AGREEMENT ANY AMOUNTS REQUIRED TO BE WITHHELD IN
RESPECT OF ANY FEDERAL, STATE OR LOCAL INCOME OR OTHER TAXES.
TERMINATION.
TERMINATION DATE.
THE EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT SHALL
TERMINATE UPON THE EARLIEST TO OCCUR (THE DATE OF SUCH OCCURRENCE BEING THE
"TERMINATION DATE") OF (I) THE EXPIRATION OF THE TERM; (II) THE EFFECTIVE DATE
OF THE EXECUTIVE'S RESIGNATION OTHER THAN FOR GOOD REASON (A "RESIGNATION");
(III) THE EXECUTIVE'S DEATH OR DISABILITY (AN "INVOLUNTARY TERMINATION"); (IV)
THE EFFECTIVE DATE OF A TERMINATION OF THE EXECUTIVE'S EMPLOYMENT FOR CAUSE BY
THE BOARD (A "TERMINATION FOR CAUSE"); (V) THE EFFECTIVE DATE OF EXECUTIVE'S
RESIGNATION FOR GOOD REASON (A "TERMINATION FOR GOOD REASON") AND (VI) THE
EFFECTIVE DATE OF A TERMINATION OF THE EXECUTIVE'S EMPLOYMENT BY THE BOARD FOR
REASONS THAT DO NOT CONSTITUTE CAUSE (A "TERMINATION WITHOUT CAUSE").
THE
EFFECTIVE DATE OF A RESIGNATION OR TERMINATION FOR GOOD REASON SHALL BE AS
DETERMINED UNDER SECTION 4(B); THE EFFECTIVE DATE OF AN INVOLUNTARY TERMINATION
SHALL BE THE DATE OF DEATH OR, IN THE EVENT OF A DISABILITY, THE DATE SPECIFIED
IN A NOTICE