AND (Y) EXECUTIVE'S SERVICES SHALL
BE PERFORMED AT THE LOCATION WHERE EXECUTIVE WAS EMPLOYED IMMEDIATELY BEFORE THE
EFFECTIVE DATE OR ANY OTHER LOCATION WHICH DOES NOT CONSTITUTE A MATERIAL
GEOGRAPHIC CHANGE FROM THE FORMER LOCATION.
(B)
DURING THE POST-CHANGE PERIOD (EXCEPT DURING ANY PERIODS OF
VACATION TO WHICH EXECUTIVE IS ENTITLED AND ANY AUTHORIZED SICK, DISABILITY OR
OTHER LEAVE OF ABSENCE), EXECUTIVE SHALL DEVOTE EXECUTIVE'S FULL ATTENTION AND
TIME TO THE BUSINESS AND AFFAIRS OF THE COMPANY AND, TO THE EXTENT NECESSARY TO
DISCHARGE THE DUTIES ASSIGNED TO EXECUTIVE IN ACCORDANCE WITH THIS AGREEMENT, TO
USE EXECUTIVE'S BEST EFFORTS TO PERFORM SUCH DUTIES.
DURING THE POST-CHANGE
PERIOD, EXECUTIVE MAY (I) SERVE ON CORPORATE, CIVIC OR CHARITABLE BOARDS OR
COMMITTEES, (II) DELIVER LECTURES, FULFILL SPEAKING ENGAGEMENTS OR TEACH AT
EDUCATIONAL INSTITUTIONS AND (III) MANAGE PERSONAL INVESTMENTS, SO LONG AS SUCH
ACTIVITIES ARE CONSISTENT WITH THE POLICIES OF THE COMPANY AT THE EFFECTIVE DATE
AND DO NOT SIGNIFICANTLY INTERFERE WITH THE PERFORMANCE OF EXECUTIVE'S DUTIES
UNDER THIS AGREEMENT.
TO THE EXTENT THAT ANY SUCH ACTIVITIES HAVE BEEN
CONDUCTED BY EXECUTIVE IMMEDIATELY PRIOR TO THE EFFECTIVE DATE AND WERE
CONSISTENT WITH THE POLICIES OF THE COMPANY AT THE EFFECTIVE DATE, THE CONTINUED
CONDUCT OF SUCH ACTIVITIES (OR ACTIVITIES SIMILAR IN NATURE AND SCOPE) AFTER THE
EFFECTIVE DATE SHALL NOT BE DEEMED TO INTERFERE WITH THE PERFORMANCE OF
EXECUTIVE'S DUTIES UNDER THIS AGREEMENT.
8
2.2
COMPENSATION.
(A)
BASE SALARY.
DURING THE POST-CHANGE PERIOD, THE COMPANY SHALL PAY
OR CAUSE TO BE PAID TO EXECUTIVE AN ANNUAL BASE SALARY IN CASH, WHICH SHALL BE
PAID IN A MANNER CONSISTENT WITH THE COMPANY'S PAYROLL PRACTICES IN EFFECT
IMMEDIATELY BEFORE THE EFFECTIVE DATE, AT AN ANNUAL RATE NOT LESS THAN 12 TIMES
THE HIGHEST MONTHLY BASE SALARY PAID OR PAYABLE TO EXECUTIVE BY THE COMPANY IN
RESPECT OF THE 12-MONTH PERIOD IMMEDIATELY BEFORE THE EFFECTIVE DATE (SUCH
ANNUAL RATE SALARY, THE "BASE SALARY").
DURING THE POST-CHANGE PERIOD, THE BASE
SALARY SHALL BE REVIEWED AT LEAST ANNUALLY AND SHALL BE INCREASED AT ANY TIME
AND FROM TIME TO TIME AS SHALL BE SUBSTANTIALLY CONSISTENT WITH INCREASES IN
BASE SALARY AWARDED TO OTHER PEER EXECUTIVES OF THE COMPANY.
ANY INCREASE IN
BASE SALARY SHALL NOT LIMIT OR REDUCE ANY OTHER OBLIGATION OF THE COMPANY TO
EXECUTIVE UNDER THIS AGREEMENT.
AFTER ANY SUCH INCREASE, THE BASE SALARY SHALL
NOT BE REDUCED AND "BASE SALARY" SHALL THEREAFTER REFER TO THE INCREASED AMOUNT.
(B)
ANNUAL BONUS.
THE COMPANY SHALL ALSO PAY OR CAUSE TO BE PAID TO
EXECUTIVE A BONUS (THE "ANNUAL BONUS"), WHICH SHALL BE NOT LESS THAN THE TARGET
ANNUAL BONUS DETERMINED AS OF THE EFFECTIVE DATE, FOR EACH ANNUAL PERFORMANCE
PERIOD THAT ENDS DURING THE POST-CHANGE PERIOD.
"ANNUAL PERFORMANCE PERIOD"
MEANS EACH PERIOD DESIGNATED IN ACCORDANCE WITH ANY ANNUAL BONUS ARRANGEMENT OR
PLAN (A "BONUS PLAN") THAT IS BASED ON PERFORMANCE AND APPROVED BY THE BOARD OR
ANY COMMITTEE OF THE BOARD, OR IN THE ABSENCE OF ANY BONUS PLAN OR ANY SUCH
DESIGNATED PERIOD OF TIME, EACH