THE RENEWAL EFFECTIVE DATE (AS DEFINED IN SECTION 2 BELOW) AND DURING THE TERM,
(I) HH SHALL CAUSE EMPLOYEE TO BE APPOINTED TO SERVE AS A DIRECTOR OF THE BOARD
OF DIRECTORS OF HA AND (II) THE BOARD OF DIRECTORS OF HH SHALL NOMINATE EMPLOYEE
FOR ELECTION TO HH'S BOARD OF DIRECTORS AND HH SHALL USE ITS GOOD FAITH EFFORTS
TO ELECT EMPLOYEE TO SUCH POSITION.
2.
TERM OF AGREEMENT.
THE TERM OF THIS
AGREEMENT ("TERM") SHALL COMMENCE ON MAY 25, 2010 (THE "RENEWAL EFFECTIVE DATE")
AND SHALL CONTINUE UNTIL NOVEMBER 7, 2013.
THE PERIOD OF TIME COMMENCING ON THE
RENEWAL EFFECTIVE DATE AND ENDING ON THE EXPIRATION DATE OF
THE TERM, OR, IF EARLIER, THE DATE OF TERMINATION OF EMPLOYEE'S EMPLOYMENT
("TERMINATION DATE") UNDER THIS AGREEMENT SHALL BE REFERRED TO AS THE
"EMPLOYMENT PERIOD."
THE COMPANY AND EMPLOYEE AGREE TO DISCUSS AT LEAST TWELVE
(12) MONTHS PRIOR TO THE EXPIRATION DATE OF THE TERM (UNLESS EMPLOYEE'S
EMPLOYMENT HAS BEEN TERMINATED PRIOR TO SUCH DATE), THEIR RESPECTIVE INTENTIONS
WITH RESPECT TO ANY EXTENSION OF THE EMPLOYMENT OF EMPLOYEE WITH THE COMPANY
BEYOND THE TERMINATION DATE.
3.
COMPENSATION.
A)
BASE SALARY.
THE COMPANY SHALL PAY THE
EMPLOYEE, AND THE EMPLOYEE AGREES TO ACCEPT FROM THE COMPANY AS PAYMENT FOR HIS
SERVICES TO THE COMPANY, A BASE SALARY AT THE RATE OF SIX HUNDRED THOUSAND
DOLLARS ($600,000) PER YEAR ("BASE SALARY"), PAYABLE IN EQUAL SEMI-MONTHLY
INSTALLMENTS OR AT SUCH OTHER TIME OR TIMES AS THE EMPLOYEE AND THE COMPANY
SHALL AGREE, PROVIDED THAT IN NO EVENT WILL SUCH PAYMENT BE MADE LATER THAN THE
409A LIMIT AS DEFINED IN SECTION 22(A) HEREOF.
B)
PERFORMANCE/INCENTIVE BONUS.
EMPLOYEE
WILL BE ELIGIBLE TO RECEIVE AN ANNUAL PERFORMANCE/INCENTIVE BONUS (WITH A PRO
RATA ADJUSTMENT FOR ANY PARTIAL YEAR PERIOD CAUSED BY THE TERMINATION DATE BEING
OTHER THAN DECEMBER 31 OF ANY YEAR, SUBJECT TO ATTAINMENT OF PERFORMANCE
TARGETS) OF A TARGET AMOUNT OF ONE HUNDRED AND TWENTY-FIVE PERCENT (125%) AND A
MAXIMUM OF TWO HUNDRED PERCENT (200%) OF HIS ANNUAL SALARY.
EMPLOYEE'S BONUS
FOR THE 2010 YEAR WILL BE BASED ON THE FULL CALENDAR YEAR (WEIGHTED TO TAKE INTO
ACCOUNT THE PORTION OF THE YEAR SERVICE WAS PROVIDED UNDER THE PRIOR AGREEMENT
AND THE PORTION OF THE YEAR SERVICE WAS PROVIDED UNDER THIS AGREEMENT.).
THE
BONUS PLAN WILL BE BASED UPON ACHIEVEMENT OF GOALS SET FORTH UNDER THE 2006
MANAGEMENT INCENTIVE PLAN (OR ITS SUCCESSOR PLAN) AND SUCH GOALS SHALL BE
CONSISTENT WITH THOSE SET FOR OTHER EXECUTIVE OFFICERS.
EMPLOYEE AND THE
COMPANY MAY, BUT SHALL HAVE NO OBLIGATION TO, AGREE THAT A PORTION OF EMPLOYEE'S
PERFORMANCE/INCENTIVE BONUS WILL BE PAID IN SHARES OF COMMON STOCK OF HH VALUED
IN A MANNER AGREED UPON BY THE PARTIES.
ANY PERFORMANCE/INCENTIVE BONUS
PURSUANT TO THIS PARAGRAPH SHALL BE PAID NO LATER THAN THE 409A LIMIT AS DEFINED
IN SECTION 22(A) HEREOF.
C)
PRIOR EQUITY AWARDS.
NOTWITHSTANDING
ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, THE VESTING (INCLUDING
ACCELERATED VESTING) AND OTHER TERMS OF ALL EQUITY AWARDS GRANTED