BONUS EQUAL TO 1.0% OF THE COMPANY'S 2008 NET INCOME.
EXECUTIVE SHALL
ALSO BE ELIGIBLE TO RECEIVE A DISCRETIONARY ANNUAL BONUS IN AN AMOUNT UP TO 20%
OF EXECUTIVE'S SALARY.
THE DISCRETIONARY BONUS WILL BE DETERMINED BASED ON
PERFORMANCE GOALS AND RULES ESTABLISHED BY THE COMPENSATION COMMITTEE.
THE
BONUS AND DISCRETIONARY BONUS, IF ANY, WILL BE PAYABLE BEFORE MARCH 15, 2009.
EXECUTIVE IS NOT GUARANTEED ANY BONUS PAYMENT.
(C)
STOCK INCENTIVES.
EXECUTIVE SHALL BE ELIGIBLE TO RECEIVE
RESTRICTED SHARES OF THE COMMON STOCK OF THE COMPANY UNDER THE COMPANY'S 2006
STOCK INCENTIVE PLAN (THE "INCENTIVE PLAN") SUBJECT TO THE TERMS AND CONDITIONS
OF SUCH PLAN AND AS GRANTED BY THE COMPENSATION COMMITTEE.
IF THE COMPANY
TERMINATES EXECUTIVE'S EMPLOYMENT FOR ANY REASON OTHER THAN CAUSE PURSUANT TO
SECTION 5(B), ALL RESTRICTED STOCK HELD BY EXECUTIVE SHALL IMMEDIATELY VEST,
SUBJECT TO THE TERMS AND CONDITIONS OF THE INCENTIVE PLAN.
(D)
BENEFITS.
EXECUTIVE SHALL RECEIVE THE FOLLOWING COMPANY BENEFITS:
(I)
TERM LIFE INSURANCE COVERAGE IN THE AMOUNT OF $415,000 WHICH IS
IN ADDITION TO THE STANDARD TERM LIFE INSURANCE PROVIDED IN THE COMPANY'S
STANDARD BENEFIT PLAN;
(II)
PARTICIPATION IN THE COMPANY'S EXECUTIVE LONG-TERM DISABILITY
PLAN, SUBJECT TO ANY WAITING PERIODS OR EXCLUSIONS REQUIRED BY THE INSURANCE
PROVIDER;
(III)
FIVE WEEKS OF VACATION PER YEAR UNTIL SUCH TIME AS EXECUTIVE'S
LENGTH OF SERVICE ENTITLES EXECUTIVE TO ADDITIONAL VACATION;
(IV)
PARTICIPATION IN THE COMPANY'S STANDARD BENEFIT PROGRAMS INCLUDING
HEALTH AND DENTAL INSURANCE, TERM LIFE INSURANCE, ACCIDENTAL DEATH AND
DISMEMBERMENT INSURANCE, SHORT AND LONG TERM DISABILITY, PAID HOLIDAYS AND
CERTAIN OTHER STANDARD BENEFITS PROVIDED BY THE COMPANY;
(V)
PARTICIPATION IN THE COMPANY'S 401(K) RETIREMENT PLAN; AND
(VI)
REIMBURSEMENT OF UP TO $5,000 OF PROFESSIONAL SERVICE FEES FOR A
FINANCIAL PLANNING AND/OR TAX CONSULTANT TO ADVISE EXECUTIVE.
(E)
EXPENSE REIMBURSEMENT.
THE COMPANY SHALL REIMBURSE EXECUTIVE FOR
ALL TRAVEL EXPENSES AND OTHER DISBURSEMENTS INCURRED BY EXECUTIVE FOR OR ON
BEHALF OF THE COMPANY IN THE PERFORMANCE OF HIS DUTIES HEREUNDER, SUBJECT TO AND
IN ACCORDANCE WITH THE COMPANY'S EXPENSE REIMBURSEMENT POLICIES AND PROCEDURES,
AS IN EFFECT FROM TIME-TO-TIME.
2
5.
TERMINATION.
(A)
THE COMPANY MAY TERMINATE EXECUTIVE'S EMPLOYMENT AT ANY TIME FOR
CAUSE (AS HEREINAFTER DEFINED), EFFECTIVE IMMEDIATELY UPON WRITTEN NOTICE TO
EXECUTIVE. SUCH NOTICE SHALL SPECIFY THAT A TERMINATION IS BEING MADE FOR CAUSE
AND SHALL STATE THE BASIS THEREFOR. ANY TERMINATION UNDER THIS SUBPARAGRAPH
SHALL SERVE TO RELIEVE EXECUTIVE OF ALL HIS DUTIES AND AUTHORITY ON BEHALF OF
THE COMPANY AS OF THE DATE SUCH NOTICE STATES THE TERMINATION IS TO TAKE
EFFECT.
ALL OBLIGATIONS OF THE COMPANY TO EXECUTIVE HEREUNDER SHALL TERMINATE
AS OF THE EFFECTIVE DATE OF ANY SUCH TERMINATION, EXCEPT FOR OBLIGATIONS ACCRUED
PRIOR TO SUCH EFFECTIVE DATE.
FOR PURPOSES OF THIS AGREEMENT, TERMINATION FOR
"CAUSE" SHALL INCLUDE ANY OF THE FOLLOWING THAT DETRIMENTALLY AFFECT THE
COMPANY:
(I)
A WILLFUL AND SUBSTANTIAL BREACH BY EXECUTIVE OF THE TERMS OF
THIS AGREEMENT OR ANY WRITTEN AGREEMENT BETWEEN EXECUTIVE AND THE COMPANY THAT
HAS A MATERIALLY ADVERSE EFFECT ON THE BUSINESS AND AFFAIRS OF