SALARY REDUCTION THAT
APPLIES TO SUBSTANTIALLY ALL OF THE MANAGEMENT EXECUTIVES OF PARENT AND ITS
SUBSIDIARIES, EXECUTIVE'S BASE SALARY MAY BE REDUCED BY A PERCENTAGE AMOUNT
EQUAL TO THE AVERAGE AMOUNT OF THE PERCENTAGE DECREASE AFFECTING SUCH OTHER
MANAGEMENT EXECUTIVES, BUT IN NO EVENT MORE THAN 10%.
ANY COMPENSATION WHICH
MAY BE PAID TO THE EXECUTIVE UNDER ANY ADDITIONAL COMPENSATION OR INCENTIVE PLAN
OF THE CORPORATION OR PARENT OR WHICH MAY BE OTHERWISE AUTHORIZED FROM TIME TO
TIME BY THE BOARD (OR AN APPROPRIATE COMMITTEE THEREOF) SHALL BE IN ADDITION TO
THE BASE SALARY TO WHICH THE EXECUTIVE SHALL BE ENTITLED UNDER THIS AGREEMENT.
(B)
SALARY INCREASES.
DURING THE PERIOD OF EMPLOYMENT AS PROVIDED IN
SECTION 1(B) HEREOF, THE BASE SALARY OF THE EXECUTIVE SHALL BE REVIEWED NO LESS
FREQUENTLY THAN ANNUALLY BY THE BOARD TO DETERMINE WHETHER OR NOT THE SAME
SHOULD BE INCREASED IN LIGHT OF THE DUTIES AND RESPONSIBILITIES OF THE EXECUTIVE
AND THE PERFORMANCE THEREOF, AND IF IT IS DETERMINED THAT AN INCREASE IS
MERITED, SUCH INCREASE SHALL BE PROMPTLY PUT INTO EFFECT AND THE BASE SALARY OF
THE EXECUTIVE AS SO INCREASED SHALL CONSTITUTE THE BASE SALARY OF THE EXECUTIVE
FOR PURPOSES OF SECTION 3(A).
4.
ANNUAL BONUSES.
FOR EACH FISCAL YEAR DURING THE TERM OF
EMPLOYMENT, THE EXECUTIVE SHALL BE ELIGIBLE TO RECEIVE A BONUS PAYABLE IN CASH
AND/OR IN PARENT'S COMMON STOCK.
THE AMOUNT OF THE BONUS SHALL BE BASED ON THE
ACHIEVEMENT OF CERTAIN OPERATING AND/OR FINANCIAL GOALS, IN ACCORDANCE WITH THE
TERMS OF A BONUS PLAN ADOPTED AND ADMINISTERED BY THE BOARD FOR SENIOR
EXECUTIVES OF THE PARENT AND ITS SUBSIDIARIES, WHICH PLAN MAY BE AMENDED FROM
TIME TO TIME BY THE BOARD IN ITS DISCRETION.
EXECUTIVE'S TARGET ANNUAL BONUS
FOR FISCAL YEAR 2006 WILL BE EQUAL TO 0.75 TIMES HIS CURRENT ANNUAL SALARY.
5.
EQUITY INCENTIVE COMPENSATION.
DURING THE TERM OF EMPLOYMENT
HEREUNDER THE EXECUTIVE SHALL BE ELIGIBLE TO PARTICIPATE, IN AN APPROPRIATE
MANNER RELATIVE TO OTHER SENIOR EXECUTIVES OF THE PARENT AND ITS SUBSIDIARIES,
IN ANY EQUITY-BASED INCENTIVE COMPENSATION PLAN OR PROGRAM APPROVED BY THE BOARD
FROM TIME TO TIME, INCLUDING (BUT NOT BY WAY OF LIMITATION) ANY PLAN PROVIDING
FOR THE GRANTING OF (A) OPTIONS TO PURCHASE STOCK OF THE PARENT, (B) RESTRICTED
STOCK OF THE PARENT OR (C) SIMILAR EQUITY-BASED UNITS OR INTERESTS.
6.
OTHER BENEFITS.
IN ADDITION TO THE COMPENSATION DESCRIBED IN
SECTIONS 3, 4 AND 5, ABOVE, THE EXECUTIVE SHALL ALSO BE ENTITLED TO THE
FOLLOWING:
(A)
PARTICIPATION IN BENEFIT PLANS.
THE EXECUTIVE SHALL BE ENTITLED
TO PARTICIPATE IN ALL OF THE VARIOUS RETIREMENT, WELFARE, DISABILITY, FRINGE
BENEFIT, EXECUTIVE PERQUISITE AND EXPENSE REIMBURSEMENT PLANS, AND ANY OTHER
PROGRAMS AND ARRANGEMENTS OF THE CORPORATION AND PARENT TO THE EXTENT THE
EXECUTIVE IS ELIGIBLE FOR PARTICIPATION UNDER THE
2
TERMS OF SUCH PLANS, PROGRAMS AND ARRANGEMENTS, WITH THE PARTICIPATION LEVELS TO
BE DETERMINED BY EXECUTIVE'S SALARY, POSITION AND TENURE, AND SUCH OTHER FACTORS
AS APPLY IN SUCH PLANS AND PROGRAMS.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
IN