in proportion to a salary reduction program approved by the Board which affects
a majority of the other executive officers of the Company generally.
(B)
BONUS.
FOR EACH FISCAL YEAR OF THE COMPANY, EXECUTIVE WILL BE
ELIGIBLE TO RECEIVE AN ANNUAL BONUS IN AN AMOUNT TARGETED AT SIXTY-FIVE PERCENT
(65%) OF HIS BASE SALARY BASED UPON THE ACHIEVEMENT OF PERFORMANCE CRITERIA
SPECIFIED BY THE COMMITTEE (THE "TARGET BONUS").
IN THE EVENT THAT THE COMPANY
AND EXECUTIVE FAR EXCEED THE PERFORMANCE GOALS SPECIFIED BY THE COMMITTEE, THE
MAXIMUM ANNUAL BONUS EXECUTIVE CAN EARN IS TWO TIMES THE TARGET BONUS (THAT IS,
130% OF HIS BASE SALARY).
THE ACTUAL AMOUNT OF THE BONUS PAYABLE FOR ANY FISCAL
QUARTER WILL DEPEND UPON THE EXTENT TO WHICH THE APPLICABLE QUARTERLY OR ANNUAL
PERFORMANCE CRITERIA HAVE BEEN SATISFIED, AS DETERMINED BY THE COMMITTEE AT THE
END OF EACH FISCAL QUARTER.
ANY BONUS THAT ACTUALLY IS EARNED WILL BE PAID AS
SOON AS PRACTICABLE (BUT NO LATER THAN SIXTY (60) DAYS AFTER THE BONUS IS
EARNED) AFTER THE END OF THE FISCAL QUARTER FOR WHICH THE BONUS IS EARNED, BUT
ONLY IF EXECUTIVE WAS EMPLOYED WITH THE COMPANY THROUGH THE END OF SUCH FISCAL
QUARTER.
THE BONUS WILL BE SUBJECT TO ALL APPLICABLE WITHHOLDING TAXES.
4.
EMPLOYEE BENEFITS.
DURING THE EMPLOYMENT TERM, EXECUTIVE WILL BE
ENTITLED TO PARTICIPATE IN THE EMPLOYEE BENEFIT PLANS CURRENTLY AND HEREAFTER
MAINTAINED BY THE COMPANY OF GENERAL APPLICABILITY TO OTHER SENIOR EXECUTIVES OF
THE COMPANY.
THE COMPANY RESERVES THE RIGHT TO CANCEL OR CHANGE THE BENEFIT
PLANS AND PROGRAMS IT OFFERS TO ITS EMPLOYEES AT ANY TIME.
DURING THE
EMPLOYMENT TERM, THE COMPANY WILL PROVIDE EXECUTIVE WITH A $1,000,000 TERM LIFE
INSURANCE POLICY.
5.
EXPENSES.
THE COMPANY WILL REIMBURSE EXECUTIVE FOR REASONABLE
TRAVEL, ENTERTAINMENT OR OTHER EXPENSES INCURRED BY EXECUTIVE IN THE FURTHERANCE
OF OR IN CONNECTION WITH THE PERFORMANCE OF EXECUTIVE'S DUTIES HEREUNDER, IN
ACCORDANCE WITH THE COMPANY'S EXPENSE REIMBURSEMENT POLICY AS IN EFFECT FROM
TIME TO TIME.
6.
SEVERANCE.
(A)
INVOLUNTARY TERMINATION.
IF (I) THE COMPANY INVOLUNTARILY
TERMINATES EXECUTIVE'S EMPLOYMENT WITHOUT "CAUSE" (AS DEFINED HEREIN), BUT
EXCLUDING A TERMINATION BASED ON EXECUTIVE'S DEATH OR "DISABILITY" (AS DEFINED
HEREIN); OR (II) EXECUTIVE VOLUNTARILY TERMINATES HIS EMPLOYMENT WITH THE
COMPANY DUE TO A "GOOD REASON TERMINATION" (AS DEFINED HEREIN); AND
(III) EXECUTIVE SIGNS AND DOES NOT REVOKE A STANDARD RELEASE OF CLAIMS WITH THE
COMPANY, THEN, SUBJECT TO SECTION 9, EXECUTIVE WILL BE ENTITLED TO RECEIVE:
(I)
THE "SEVERANCE PAYMENTS" (AS DEFINED HEREIN);
(II)
ACCELERATED VESTING (INCLUDING, THE LAPSE OF RESTRICTIONS) OF THE
UNVESTED SHARES OF COMMON STOCK SUBJECT TO OUTSTANDING EQUITY AWARDS GRANTED TO
EXECUTIVE BY THE COMPANY
2
THAT VEST BASED ON THE PASSAGE OF TIME AND CONTINUED SERVICE (THE "TIME-BASED
AWARDS") IN AN AMOUNT EQUAL TO THE GREATER OF (A) THE NUMBER OF SHARES THAT
WOULD HAVE VESTED UNDER SUCH TIME-BASED AWARDS HAD EXECUTIVE REMAINED EMPLOYED
AN ADDITIONAL TWELVE (12) MONTHS FROM THE TERMINATION DATE OR (B) FIFTY PERCENT
(50%) OF THE UNVESTED SHARES OF COMMON STOCK