TO HER DURING THE
EMPLOYMENT PERIOD BY THE CEO CONSISTENT WITH HER POSITION.
THE PARTIES
EXPRESSLY ACKNOWLEDGE THAT THE EMPLOYEE SHALL DEVOTE ALL OF HER BUSINESS TIME
AND ATTENTION TO THE TRANSACTION OF EMPLOYERS' BUSINESSES AS IS REASONABLY
NECESSARY TO DISCHARGE HER SUPERVISORY MANAGEMENT RESPONSIBILITIES HEREUNDER.
EMPLOYEE AGREES TO PERFORM FAITHFULLY THE DUTIES ASSIGNED TO HER TO THE BEST OF
HER ABILITY.
(B)
COMPENSATION.
(I)
SALARY.
EMPLOYERS SHALL PAY TO EMPLOYEE DURING THE EMPLOYMENT
PERIOD A SALARY AS BASIC COMPENSATION FOR THE SERVICES TO BE RENDERED BY
EMPLOYEE HEREUNDER ("BASIC COMPENSATION").
AS OF THE DATE THIS AGREEMENT IS
SIGNED, THE INITIAL BASIC COMPENSATION SHALL BE $194,919 PER ANNUM.
SUCH BASIC
COMPENSATION SHALL BE REVIEWED NO LESS FREQUENTLY THAN ANNUALLY BY THE CEO AND
MAY BE ADJUSTED BY THE CEO, SUBJECT TO THE APPROVAL OF THE BOARD OF DIRECTORS.
SUCH SALARY SHALL ACCRUE AND BE PAYABLE IN ACCORDANCE WITH THE PAYROLL PRACTICES
OF EMPLOYERS' SUBSIDIARY OR SUBSIDIARIES IN EFFECT FROM TIME TO TIME.
ALL SUCH
PAYMENTS SHALL BE SUBJECT TO DEDUCTION AND WITHHOLDING AUTHORIZED OR REQUIRED BY
APPLICABLE LAW.
(II)
BONUS.
DURING THE EMPLOYMENT PERIOD, EMPLOYEE SHALL ADDITIONALLY
PARTICIPATE IN AN ANNUAL BONUS PLAN PROVIDING FOR AN ANNUAL BONUS OPPORTUNITY OF
NOT LESS THAN 50% OF EMPLOYEE'S ANNUAL SALARY FOR THE CALENDAR YEARS THEREAFTER,
PAID IN ACCORDANCE WITH THE TERMS SET FORTH IN EMPLOYERS' THEN CURRENT
MANAGEMENT INCENTIVE PLAN.
(III)
BENEFITS.
DURING THE EMPLOYMENT PERIOD, EMPLOYEE SHALL BE
ENTITLED TO PARTICIPATE IN SUCH EMPLOYEE BENEFIT PLANS, PROGRAMS AND
ARRANGEMENTS MADE AVAILABLE TO, AND ON THE SAME TERMS AS, OTHER SIMILARLY
SITUATED EXECUTIVES OF EMPLOYERS, INCLUDING, WITHOUT LIMITATION, 401(K) PLANS,
TAX QUALIFIED PROFIT SHARING PLANS AND ANY OTHER RETIREMENT PLANS, SAVINGS PLANS
OR DEFERRED COMPENSATION PLANS, HEALTH, GROUP LIFE (EXCLUDING ANY OPTIONAL
ADDITIONAL COVERAGE), SHORT TERM DISABILITY, LONG TERM DISABILITY (NOT TO EXCEED
60% OF EMPLOYEE'S BASIC COMPENSATION OTHERWISE PAYABLE TO HER FOR THE APPLICABLE
PERIOD), HOSPITALIZATION AND SUCH OTHER BENEFIT PROGRAMS AS MAY BE APPROVED FROM
TIME TO TIME BY EMPLOYERS FOR THEIR EXECUTIVES.
NOTHING HEREIN SHALL AFFECT
EMPLOYERS' RIGHT TO AMEND, MODIFY OR TERMINATE ANY RETIREMENT OR OTHER BENEFIT
PLAN AT ANY TIME ON A COMPANY-WIDE BASIS FOR SIMILARLY SITUATED EXECUTIVES.
(IV)
STOCK OPTIONS.
HOLDINGS WILL GRANT EMPLOYEE STOCK OPTIONS (THE
"OPTIONS") TO PURCHASE UP TO 25,000 SHARES THE COMMON STOCK OF HOLDINGS (THE
"COMMON STOCK") IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF HOLDINGS' STOCK
OPTION PLAN. THE EXERCISE PRICE FOR THE OPTIONS IS EQUAL TO THE CLOSING BID
PRICE PER SHARE OF THE COMMON STOCK ON THE OVER-THE-COUNTER MARKET AS OF THE
CLOSE OF BUSINESS IMMEDIATELY PRECEDING THE DATE THE GRANT WAS
2
APPROVED BY THE BOARD OF DIRECTORS.
SUBJECT IN EACH CASE TO EMPLOYEE'S
EXECUTION AND DELIVERY OF THIS AGREEMENT AND CONTINUED EMPLOYMENT UNTIL THE
APPLICABLE VESTING DATE, ONE-HALF OF THE OPTIONS WILL BECOME VESTED AND, SUBJECT
TO COMPLIANCE WITH APPLICABLE SECURITIES LAWS, EXERCISABLE IN THREE EQUAL ANNUAL
INSTALLMENTS ON AUGUST 1, 2004; AUGUST 1, 2005, AND AUGUST 1, 2006, AND THE
REMAINING ONE-HALF OF THE