MADE ON OR BEFORE JANUARY 19, 2007.
B.
BONUS PAYMENTS.
(I)
2006 BONUS.
DESPITE NOT BEING EMPLOYED WITH THE COMPANY THROUGH
THE PAYMENT DATE, MR. IMBRIANI SHALL BE ELIGIBLE TO PARTICIPATE IN THE 2006 PQ
INCENTIVE PLAN (THE "BONUS PLAN").
THE AMOUNT OF ANY BONUS DUE SHALL BE
CALCULATED IN ACCORDANCE WITH THE TERMS OF THE BONUS PLAN AS APPLICABLE TO ALL
PARTICIPANTS OF THE BONUS PLAN AND PAYMENT OF THE BONUS SHALL BE MADE AT THE
SAME TIME AS OTHER SENIOR EXECUTIVES OF THE COMPANY ARE PAID THEIR BONUS.
(II)
2007 AND 2008 BONUS.
MR. IMBRIANI SHALL ALSO BE ENTITLED TO
BONUS PLAN PAYMENTS FOR 2007 AND 2008 CALENDAR YEARS IN ACCORDANCE WITH THIS
SECTION.
MR. IMBRIANI'S BASE SALARY SHALL BE ASSUMED TO BE THREE HUNDRED
FIFTY-SEVEN THOUSAND FIFTY-SIX DOLLARS ($357,056) FOR THE 2007 CALENDAR YEAR AND
TWO HUNDRED NINETY-SEVEN THOUSAND
1
FIVE HUNDRED FORTY-SEVEN DOLLARS ($297,547) FOR THE 2008 CALENDAR YEAR.
MR.
IMBRIANI'S BONUS AMOUNTS FOR THE 2007 AND 2008 CALENDAR YEARS SHALL BE BASED ON
THE HIGHEST ACTUAL BONUS PERCENTAGE PAID TO HIM FOR ANY YEAR IN THE PERIOD 2002
THROUGH 2006.
THESE BONUS PLAN PAYMENTS WILL BE PAID TO MR. IMBRIANI WITHIN 10
DAYS OF HIS RECEIPT OF HIS 2006 BONUS.
C.
RETENTION BONUS.
THE COMPANY SHALL PAY MR. IMBRIANI A RETENTION
BONUS PAYMENT IN THE AMOUNT OF NINE HUNDRED FIFTY-EIGHT THOUSAND THREE HUNDRED
THIRTY-THREE DOLLARS ($958,333).
SUCH PAYMENT SHALL BE IN A SINGLE LUMP SUM AND
SHALL BE MADE ON OR BEFORE JANUARY 19, 2007.
D.
GROUP HEALTH PLAN BENEFITS.
ON OR BEFORE DECEMBER 31, 2006, MR.
IMBRIANI WILL ELECT FOR HIMSELF AND HIS ELIGIBLE DEPENDENTS TO EITHER CONTINUE
TO PARTICIPATE IN THE COMPANY'S GROUP MEDICAL PLAN (WHICH INCLUDES MEDICAL,
VISION, AND PRESCRIPTION DRUG COVERAGE), OR SUCH COMPARABLE PLANS THAT MAY BE
MAINTAINED BY THE COMPANY'S SUCCESSOR (COLLECTIVELY REFERRED TO AS THE "GROUP
MEDICAL PLANS"), AS IF MR. IMBRIANI HAD CONTINUED IN ACTIVE EMPLOYMENT, OR THE
COMPANY'S RETIREE MEDICAL PLAN.
MR. IMBRIANI'S PARTICIPATION IN EITHER THE
GROUP MEDICAL PLANS OR RETIREE MEDICAL PLAN SHALL BE GOVERNED SOLELY BY, AND
SUBJECT TO, ALL OF THE TERMS AND CONDITIONS SET FORTH IN SUCH GROUP MEDICAL
PLANS OR RETIREE MEDICAL PLAN, AND PURSUANT TO THE COMPANY'S FULL DISCRETIONARY
AUTHORITY TO AMEND, MODIFY, OR TERMINATE SUCH PLANS AT ANY TIME AND FOR ANY
REASON FOR EMPLOYEES OF THE COMPANY GENERALLY .
MR. IMBRIANI'S PARTICIPATION IN
THESE GROUP MEDICAL PLANS IS ALSO CONTINGENT UPON HIS CONTINUED PAYMENT OF THE
EMPLOYEE/RETIREE PORTION OF THE APPLICABLE PREMIUMS THEREUNDER.
IF MR. IMBRIANI
FAILS TO PAY HIS SHARE OF THE COST, HIS PARTICIPATION SHALL TERMINATE IN
ACCORDANCE WITH THE TERMS OF THAT GROUP MEDICAL PLAN.
Mr. Imbriani will continue to participate in the Company's Buy-Up Dental Plan
through October 31, 2008, as if he had continued in active employment.
Mr.
Imbriani's participation in the Buy-Up Dental Plan shall be governed solely by,
and subject to, all of the terms and conditions set forth in such in such Buy-Up
Dental Plan and pursuant to