THAN THE COMPANY.
3.
TERM; POSITIONS AND RESPONSIBILITIES.
(A)
TERM.
UNLESS THE EXECUTIVE'S
EMPLOYMENT SHALL SOONER TERMINATE PURSUANT TO SECTION 7, THE COMPANY SHALL
EMPLOY THE EXECUTIVE HEREUNDER FOR A TERM COMMENCING ON THE EFFECTIVE DATE, AND
CONTINUING UNTIL DECEMBER 1, 2005.
THEREAFTER, THE TERM OF EMPLOYMENT UNDER
THIS AGREEMENT WILL AUTOMATICALLY RENEW FOR SUCCESSIVE AND CONSECUTIVE ONE MONTH
PERIODS FOLLOWING THE END OF ITS INITIAL TERM AND ANY EXTENDED TERM, UNLESS THE
COMPANY OR THE EXECUTIVE GIVES THE OTHER PARTY WRITTEN NOTICE AT LEAST 5 DAYS
PRIOR TO THE DATE THE TERM HEREOF WOULD OTHERWISE RENEW THAT IT OR HE DOES NOT
WANT THE TERM TO BE SO EXTENDED.
THE PERIOD DURING WHICH THE EXECUTIVE IS
EMPLOYED PURSUANT TO THIS AGREEMENT SHALL BE REFERRED TO AS THE "EMPLOYMENT
PERIOD."
(B)
POSITION AND RESPONSIBILITIES.
DURING THE EMPLOYMENT PERIOD, THE EXECUTIVE
SHALL SERVE AS THE SENIOR VICE PRESIDENT FINANCE OF THE COMPANY OR IN A
COMPARABLY TITLED POSITION.
THE EXECUTIVE SHALL HAVE SUCH DUTIES AND
RESPONSIBILITIES AS ARE CUSTOMARILY ASSIGNED TO INDIVIDUALS SERVING IN SUCH
POSITION, AND SUCH OTHER DUTIES CONSISTENT WITH THE EXECUTIVE'S TITLE AND
POSITION AS THE COMPANY SPECIFIES FROM TIME TO TIME.
(C)
BUSINESS TIME.
DURING THE EMPLOYMENT PERIOD, THE EXECUTIVE AGREES TO
DEVOTE HIS FULL ATTENTION DURING NORMAL BUSINESS HOURS TO THE BUSINESS AND
AFFAIRS OF THE COMPANY AND TO USE HIS BEST EFFORTS TO PERFORM FAITHFULLY AND
EFFICIENTLY THE RESPONSIBILITIES ASSIGNED TO HIM HEREUNDER, TO THE EXTENT
NECESSARY TO DISCHARGE SUCH RESPONSIBILITIES, EXCEPT FOR PERIODS OF VACATION,
SICK LEAVE AND OTHER TIME OFF TO WHICH HE IS ENTITLED AND OTHER ACTIVITIES
SPECIFICALLY APPROVED BY THE COMPANY.
4.
COMPENSATION.
(A)
BASE SALARY.
AS COMPENSATION FOR THE SERVICES TO BE
PERFORMED BY THE EXECUTIVE DURING THE EMPLOYMENT PERIOD, THE COMPANY SHALL PAY
THE EXECUTIVE A BASE SALARY AT THE ANNUALIZED RATE OF $226,000, PAYABLE IN
INSTALLMENTS ON THE COMPANY'S REGULAR PAYROLL DATES (BUT NO LESS FREQUENTLY THAN
MONTHLY); PROVIDED, HOWEVER, THAT SUCH BASE SALARY SHALL BE SUBJECT TO DECREASE
IN ACCORDANCE WITH BROAD-BASED EMPLOYEE SALARY REDUCTION PROGRAMS INSTITUTED BY
THE COMPANY FROM TIME TO TIME.
HOLDING'S BOARD (THE "BOARD") SHALL REVIEW THE
EXECUTIVE'S BASE SALARY ANNUALLY DURING THE EMPLOYMENT PERIOD AND, IN ITS SOLE
DISCRETION, MAY INCREASE SUCH BASE SALARY FROM TIME TO TIME.
THE ANNUAL BASE
SALARY PAYABLE TO THE EXECUTIVE UNDER THIS SECTION 4(A), AS THE SAME MAY BE
DECREASED OR INCREASED FROM TIME TO TIME, SHALL HEREINAFTER BE REFERRED TO AS
THE "BASE SALARY."
2
(B)
PERFORMANCE BONUS.
DURING THE EMPLOYMENT PERIOD, IN ADDITION TO THE BASE
SALARY, EXECUTIVE SHALL BE ELIGIBLE TO PARTICIPATE IN THE EXECUTIVE INCENTIVE
COMPENSATION PLAN THAT THE COMPANY PROVIDES TO OTHER SENIOR EXECUTIVES (THE
"PERFORMANCE BONUS") WITH A TARGET PERFORMANCE BONUS OF 45% OF EXECUTIVE'S BASE
SALARY.
EXECUTIVE'S OBJECTIVES OF ADJUSTED EBITDA, NET DEBT REDUCTION,
WEIGHTING OF EACH OBJECTIVE, AND PAYOUT SCALE FOR EACH OBJECTIVE SHALL BE THE
SAME AS FOR THE OTHER SENIOR VICE PRESIDENTS OF THE COMPANY.
HOWEVER, ANY
PERFORMANCE BONUS PAYABLE TO EXECUTIVE SHALL NOT BE