PAYABLE IN EQUAL, OR AS NEARLY EQUAL AS PRACTICABLE, BIWEEKLY INSTALLMENTS AND
THE COMPANY MAY DEDUCT FROM EACH SUCH INSTALLMENT ALL AMOUNTS REQUIRED TO BE
DEDUCTED AND WITHHELD IN ACCORDANCE WITH APPLICABLE FEDERAL AND STATE INCOME,
FICA AND OTHER WITHHOLDING TAX REQUIREMENTS.
(2)
THE BASE SALARY SHALL BE REVIEWED BY THE BOARD OF DIRECTORS
AT LEAST ONCE DURING EACH YEAR OF THE TERM AND MAY BE INCREASED FROM TIME TO
TIME AND AT ANY TIME BY THE BOARD OF DIRECTORS.
THE BASE SALARY SHALL IN NO
EVENT BE REDUCED OR DECREASED BELOW THE HIGHEST LEVEL ATTAINED AT ANY TIME BY
YOU, UNLESS YOU AND THE BOARD OF DIRECTORS AGREE TO IMPLEMENT A SALARY REDUCTION
PROGRAM FOR COST ABATEMENT PURPOSES.
(3)
AS THE TERM BEGINS ON OTHER THAN THE FIRST BUSINESS DAY OF
A CALENDAR MONTH AND AS THE TERM HEREOF SHALL TERMINATE ON OTHER THAN THE LAST
DAY OF A CALENDAR MONTH, YOUR COMPENSATION FOR SUCH MONTH SHALL BE PRORATED
ACCORDING TO THE NUMBER OF DAYS DURING SUCH MONTH THAT OCCUR WITHIN THE TERM.
(B)
FOR THE FISCAL YEAR OF THE COMPANY ENDING ON DECEMBER 31, 2007,
YOU SHALL BE PAID ON OR BEFORE DECEMBER 31, 2007 A BONUS IN AN AMOUNT EQUAL TO
ONE HUNDRED PERCENT (100%) OF YOUR ELIGIBLE EARNINGS (THE "2007 BONUS
PAYMENT").
COMMENCING WITH THE FISCAL YEAR OF THE COMPANY ENDING ON DECEMBER
31, 2008 AND FOR EACH FISCAL YEAR THEREAFTER, YOU SHALL BE ENTITLED TO RECEIVE
AN ANNUAL TARGET BONUS OPPORTUNITY IN AN AMOUNT EQUAL TO ONE HUNDRED PERCENT
(100%) OF YOUR ELIGIBLE EARNINGS (THE "ANNUAL TARGET BONUS"), WITH THE ABILITY
TO EARN 50 PERCENT (50%) (THRESHOLD) TO ONE HUNDRED FIFTY PERCENT (150%)
(MAXIMUM) OF YOUR ANNUAL TARGET BONUS IF THE BONUS CRITERIA FOR SUCH ANNUAL
PERIOD, AS SET BY THE BOARD OF DIRECTORS OF THE COMPANY, ARE SATISFIED (THE
"TARGET BONUS PAYMENT"); PROVIDED THAT IF SUCH BONUS CRITERIA ARE NOT SATISFIED,
NO ANNUAL TARGET BONUS SHALL BE PAYABLE.
THE CRITERIA TO EARN YOUR ANNUAL
TARGET BONUS AND OTHER LEVELS BETWEEN THE THRESHOLD AND MAXIMUM FOR EACH YEAR OF
THE TERM SHALL BE BASED UPON GOOD FAITH NEGOTIATIONS BETWEEN YOU AND THE BOARD
OF DIRECTORS.
ALL TARGET BONUS PAYMENTS THAT BECOME PAYABLE SHALL BE PAID TO
YOU IN ACCORDANCE WITH THE APPLICABLE BONUS PLAN.
(C)
WHILE YOU ARE PERFORMING THE SERVICES DESCRIBED HEREIN, THE
COMPANY SHALL REIMBURSE YOU FOR ALL REASONABLE AND NECESSARY EXPENSES INCURRED
BY YOU IN CONNECTION WITH THE PERFORMANCE OF YOUR DUTIES OF EMPLOYMENT HEREUNDER
IN ACCORDANCE
WITH THE COMPANY'S EXPENSE REIMBURSEMENT POLICY AS APPLIED TO THE COMPANY'S
EXECUTIVE OFFICERS.
(D)
PURSUANT TO THIS SECTION 4(D), YOU SHALL PARTICIPATE IN THE
CHANGE-IN-CONTROL ACCELERATED VESTING AND SEVERANCE PLAN AMENDED AND RESTATED
EFFECTIVE FEBRUARY 17, 2006 AND ANY PLAN(S) OR PROGRAM(S) THAT SUPERSEDE,
REPLACE AND/OR SUPPLEMENT SUCH PLAN, AS IN EFFECT FROM TIME TO TIME (THE
"AV/SP"), AT THE HIGHEST AND MOST BENEFICIAL LEVEL OF PARTICIPATION PROVIDED
UNDER THE AV/SP.
WITH RESPECT TO EACH INDIVIDUAL BENEFIT, OR CATEGORY OF
SIMILAR BENEFIT, PROVIDED TO