HIS FULL BUSINESS TIME, ATTENTION, AND EFFORTS TO THE
PERFORMANCE OF HIS DUTIES UNDER THIS AGREEMENT AND SHALL NOT ENGAGE IN ANY OTHER
BUSINESS OR OCCUPATION DURING HIS EMPLOYMENT WITH THE COMPANY PURSUANT TO THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY ACTIVITY THAT (X) CONFLICTS WITH
THE INTERESTS OF THE COMPANY OR ITS SUBSIDIARIES, (Y) INTERFERES WITH THE PROPER
AND EFFICIENT PERFORMANCE OF HIS DUTIES FOR THE COMPANY, OR (Z) INTERFERES WITH
THE EXERCISE OF HIS JUDGMENT IN THE COMPANY'S BEST INTERESTS.
NOTWITHSTANDING
THE FOREGOING, NOTHING HEREIN SHALL PRECLUDE EMPLOYEE FROM (I) SERVING, WITH THE
PRIOR WRITTEN CONSENT OF THE BOARD, AS A MEMBER OF THE BOARD OF DIRECTORS OR
ADVISORY BOARDS (OR THEIR EQUIVALENTS IN THE CASE OF A NON-CORPORATE ENTITY) OF
NON-COMPETING BUSINESSES AND CHARITABLE ORGANIZATIONS, (II) ENGAGING IN
CHARITABLE ACTIVITIES AND COMMUNITY AFFAIRS, AND (III) SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH IN SECTION 10 HEREOF, MANAGING HIS PERSONAL INVESTMENTS AND
AFFAIRS; PROVIDED, HOWEVER, THAT THE ACTIVITIES SET OUT IN CLAUSES (I), (II) AND
(III) SHALL BE LIMITED BY EMPLOYEE SO AS NOT TO MATERIALLY INTERFERE,
INDIVIDUALLY OR IN THE AGGREGATE, WITH THE PERFORMANCE OF HIS DUTIES AND
RESPONSIBILITIES HEREUNDER.
SECTION 4.
COMPENSATION.
EMPLOYEE SHALL BE ENTITLED TO THE
FOLLOWING COMPENSATION:
(A)
BASE SALARY.
EMPLOYEE SHALL BE PAID AN ANNUALIZED BASE SALARY,
PAYABLE IN ACCORDANCE WITH THE REGULAR PAYROLL PRACTICES OF THE COMPANY, OF NOT
LESS THAN $477,000.
SUCH BASE SALARY SHALL BE REVIEWED ANNUALLY, AND SHALL BE
SUBJECT TO SUCH ANNUAL INCREASES, IF ANY, AS SHALL BE DETERMINED BY THE BOARD.
(B)
ANNUAL BONUS.
EMPLOYEE WILL BE ELIGIBLE TO PARTICIPATE IN THE
COMPANY'S CORPORATE BONUS PLAN, PURSUANT TO WHICH EMPLOYEE WILL BE ELIGIBLE FOR
AN ANNUAL BONUS AWARD TO BE DETERMINED IN ACCORDANCE WITH THE TERMS OF THE PLAN
(THE "ANNUAL BONUS").
THE TARGET ANNUAL BONUS FOR EACH FISCAL YEAR SHALL BE NOT
LESS THAN 50% OF BASE SALARY (THE "TARGET BONUS").
FOR 2007, EMPLOYEE'S TARGET
BONUS SHALL EQUAL 50% OF EMPLOYEE'S ACTUAL BASE SALARY EARNED IN 2007, WEIGHTED
100% TO THE ACHIEVEMENT OF THE COMPANY'S CORPORATE OBJECTIVES.
A COPY OF THE
CORPORATE BONUS PLAN HAS BEEN PROVIDED TO EMPLOYEE.
(C)
RELOCATION.
SUBJECT TO THE SUBMISSION OF PROPERLY DOCUMENTED
RECEIPTS AND THE TERMS OF COMPANY'S RELOCATION PROGRAM, TO THE EXTENT NOT
PREVIOUSLY REIMBURSED PRIOR TO THE DATE HEREOF, THE COMPANY SHALL REIMBURSE
EMPLOYEE FOR:
(I) CUSTOMARY CLOSING COSTS INCURRED BY EMPLOYEE IN CONNECTION
WITH THE SALE OF HIS RESIDENCE IN WISCONSIN (INCLUDING BROKERAGE COMMISSIONS)
AND HIS PURCHASE OF A NEW RESIDENCE IN COLORADO, IN EACH CASE INCLUDING
REASONABLE ATTORNEYS' FEES, (II) CUSTOMARY AND REASONABLE COSTS OF MOVING
EMPLOYEE AND HIS
6
FAMILY, INCLUDING THEIR PERSONAL EFFECTS, TO THEIR NEW RESIDENCE IN COLORADO,
AND (III) CUSTOMARY AND REASONABLE COMMUTING AND TEMPORARY LIVING EXPENSES FOR
EMPLOYEE AND HIS FAMILY DURING THE PERIOD BEGINNING ON THE COMMENCEMENT DATE AND
ENDING ON JUNE 30, 2007.
ALSO, TO THE EXTENT THAT ANY PAYMENTS OR
REIMBURSEMENTS DESCRIBED IN CLAUSES (I), (II) OR (III) OF THIS
SECTION 4(C) CAUSE EMPLOYEE TO INCUR