ACTUAL ANNUAL INCENTIVE BONUS EARNED FOR PERIOD 1;
AND (II) THE PERIOD BEGINNING ON JUNE 20, 2008 AND ENDING ON DECEMBER 19, 2008
("PERIOD 2") SHALL BE NO LESS THAN THE GREATER OF (A) 50% OF THE TARGET BONUS,
OR (B) THE ACTUAL ANNUAL INCENTIVE BONUS EARNED FOR PERIOD 2 (EACH, A
"GUARANTEED BONUS").
EXECUTIVE (1) WAS PREVIOUSLY PAID 50% OF THE TARGET BONUS
FOR PERIOD 1 AND (2) SHALL BE PAID AN AMOUNT EQUAL TO THE EXCESS OF (I) THE
GUARANTEED BONUSES OVER (II) THE AMOUNT PAID PURSUANT TO CLAUSE (1) OF THIS
SENTENCE, WHICH SHALL BE PAID AS SOON AS ADMINISTRATIVELY POSSIBLE FOLLOWING
DECEMBER 19, 2008 BUT IN NO EVENT LATER THAN MARCH 15, 2009.
FOR THE PERIOD
BEGINNING ON DECEMBER 20, 2008 AND ENDING ON JULY 31, 2009 ("PERIOD 3"),
EXECUTIVE WILL BE ELIGIBLE FOR A PRO-RATA PORTION OF ANY EARNED BONUS FOR FISCAL
YEAR 2009 CORRESPONDING TO PERIOD 3.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
IN THIS SECTION 3(C), THE ANNUAL INCENTIVE BONUS WILL BE PAID TO EXECUTIVE IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE ANNUAL BONUS PROGRAM.
(D)
OTHER EQUITY AND LONG-TERM INCENTIVE AWARDS.
IN ADDITION TO ALL PREVIOUS
GRANTS OF RESTRICTED STOCK UNITS AND STOCK OPTIONS, EXECUTIVE WILL BE ENTITLED
TO PARTICIPATE IN EQUITY AND OTHER LONG-TERM INCENTIVE AWARD PROGRAMS OF THE
COMPANY, INCLUDING, WITHOUT LIMITATION, THE EQUITY PLAN, ON A BASIS GENERALLY
CONSISTENT WITH THAT OF OTHER SENIOR-LEVEL EXECUTIVES.
(E)
VACATION.
EXECUTIVE WILL BE ENTITLED TO AT LEAST FOUR (4) PAID WEEKS (160
HOURS) OF VACATION PER YEAR DURING EACH FISCAL YEAR OF THE TERM OF THIS
AGREEMENT.
(F)
EXECUTIVE PERQUISITES; BENEFIT EXPENSES.
(I)
EXECUTIVE WILL BE ENTITLED TO RECEIVE EXECUTIVE PERQUISITES AND FRINGE AND
OTHER BENEFITS ON A BASIS WHICH IS NO LESS FAVORABLE THAN THE BASIS ON WHICH
SUCH PERQUISITES AND BENEFITS ARE PROVIDED TO ANY OTHER SENIOR EXECUTIVE
(INCLUDING FOR THIS PURPOSE, TO THE EXTENT APPLICABLE, EXECUTIVE'S FAMILY) UNDER
ANY OF THE COMPANY'S PLANS, POLICIES, ARRANGEMENTS OR PROGRAMS IN EFFECT FROM
TIME TO TIME (INCLUDING BUT NOT LIMITED TO (A) COVERAGE UNDER THE COMPANY'S
MEDICAL PLANS, (B) THE PROVISION OF EXECUTIVE LIFE INSURANCE AT TWO TIMES
EXECUTIVE'S BASE SALARY, (C) PARTICIPATION IN THE COMPANY'S 401(K) SAVINGS AND
INVESTMENT PLAN AFTER ONE YEAR OF QUALIFYING SERVICE, AND (D) THE PROVISION OF
EXECUTIVE LONG-TERM DISABILITY INSURANCE).
(II)
THE COMPANY WILL REIMBURSE EXECUTIVE FOR SUCH REASONABLE AND NECESSARY
OUT-OF-POCKET BUSINESS EXPENSES AS MAY BE INCURRED BY HIM IN THE PERFORMANCE OF
HIS DUTIES HEREUNDER DURING THE TERM UPON
3
PRESENTATION OF ITEMIZED EXPENSE STATEMENTS AND SUCH OTHER SUPPORTING
INFORMATION AS MAY BE REQUIRED BY THE COMPANY.
(G)
TAX WITHHOLDING.
THE COMPANY HAS THE RIGHT TO DEDUCT FROM ANY COMPENSATION
PAYABLE TO EXECUTIVE UNDER THIS AGREEMENT SOCIAL SECURITY (FICA) TAXES AND ALL
FEDERAL, STATE AND LOCAL INCOME TAXES AND CHARGES AS ARE REQUIRED BY APPLICABLE
LAW AND REGULATIONS.
4.
TERMINATION.
SUBJECT TO THE PROVISIONS OF SECTION 5 HEREOF, THE TERM WILL
TERMINATE AS SPECIFIED IN SECTION 1(B) OR, IF EARLIER, UPON EXECUTIVE'S