$2 MILLION INSURANCE POLICY ON EXECUTIVE'S LIFE THAT IS
OWNED BY EXECUTIVE (OR AN INSURANCE TRUST CREATED BY EXECUTIVE) AND (II) $65,000
PER YEAR, WHICH IS AMOUNT PAID TO EXECUTIVE IN LIEU OF THE SECOND-TO-DIE (WITH
EXECUTIVE'S SPOUSE) SPLIT-DOLLAR LIFE INSURANCE POLICY ARRANGEMENT WITH THE
COMPANY THAT WAS CANCELLED IN MAY 2003. EXECUTIVE ACKNOWLEDGES THAT, ALTHOUGH
THE COMPANY ALSO PAYS THE PREMIUMS ON CERTAIN OTHER KEY-MAN LIFE INSURANCE
POLICIES, THESE ARE MAINTAINED FOR THE BENEFIT OF AND ARE PAYABLE TO THE
COMPANY, AND HENCE ARE NOT PART OF EXECUTIVE'S COMPENSATION ARRANGEMENTS. THE
COMPANY REMAINS FREE TO DEAL WITH SUCH POLICIES AS IT DEEMS APPROPRIATE.
(E)
GRANT OF RESTRICTED SHARES. THE COMPANY HAS GRANTED TO EXECUTIVE
ONE HUNDRED THOUSAND (100,000) SHARES OF THE COMPANY'S COMMON STOCK (THE
"RESTRICTED SHARES") PURSUANT TO THE COMPANY'S AMENDED AND RESTATED 1994 STOCK
AND INCENTIVE PLAN ON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN A
RESTRICTED STOCK AWARD OF EVEN DATE HEREWITH, A COPY OF WHICH IS ATTACHED HERETO
AS EXHIBIT B.
(F)
ADDITIONAL EQUITY-BASED COMPENSATION. IN ADDITION TO THE GRANT OF
THE RESTRICTED SHARES DESCRIBED IN SUBSECTION (E), EXECUTIVE SHALL BE ENTITLED
TO PARTICIPATE IN ALL EQUITY-BASED COMPENSATION PROGRAMS, INCLUDING ANY AWARD OF
PERFORMANCE STOCK UNITS ("PSUS"), OF THE KIND AS MAY FROM TIME TO TIME BE
AWARDED, EXTENDED, OR MADE AVAILABLE, DURING THE REGULAR TERM, TO OTHER SENIOR
EXECUTIVES OF THE COMPANY AND, DURING THE TRANSITION TERM, TO THE NONEXECUTIVE
DIRECTORS, IN EACH CASE AS THE BOARD FROM TIME TO TIME IMPLEMENTS OR DETERMINES
IS APPROPRIATE.
(G)
SERP. THE COMPANY SHALL CONTINUE TO PROVIDE, AND EXECUTIVE SHALL
CONTINUE TO PARTICIPATE IN, THE 1994 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN OF
THE COMPANY, AS ESTABLISHED FOR EXECUTIVE, AS THE SAME MAY HERETOFORE HAVE BEEN
OR MAY HEREAFTER BE AMENDED WITH THE EXPRESS WRITTEN CONSENT OF EXECUTIVE,
INCLUDING ANY AMENDMENTS REQUIRED OR DETERMINED TO BE NECESSARY OR APPROPRIATE
TO COMPLY WITH ANY CHANGES OR MODIFICATIONS TO ANY PROVISIONS OF LAW OR
REGULATIONS APPLICABLE THERETO (AS SO AMENDED, THE "SERP").
(H)
EXPENSE REIMBURSEMENT. THE COMPANY SHALL REIMBURSE EXECUTIVE FOR
BUSINESS TRAVEL, LODGING, AND MEALS AND OTHER REASONABLE BUSINESS EXPENSES
INCURRED BY HIM IN HIS PERFORMANCE OF SERVICES HEREUNDER, SUBJECT TO SUBMISSION
OF DOCUMENTATION IN ACCORDANCE WITH THE COMPANY'S BUSINESS EXPENSE REIMBURSEMENT
POLICIES FROM TIME TO TIME APPLICABLE TO ITS SENIOR EXECUTIVES.
(I)
PAYMENTS: WITHHOLDING OF TAXES, ETC. PAYMENTS OF BASE SALARY
SHALL BE MADE IN BIWEEKLY OR OTHER INSTALLMENTS IN ACCORDANCE WITH THE COMPANY'S
GENERAL PAYROLL PRACTICES FROM TIME TO TIME IN EFFECT. INCENTIVE COMPENSATION
PAYMENTS FOR EACH FISCAL YEAR SHALL BE MADE ANNUALLY IN ACCORDANCE WITH THE
COMPENSATION PLAN FOR SUCH YEAR. ALL PAYMENTS TO EXECUTIVE HEREUNDER SHALL BE
REDUCED BY TAXES AND OTHER AMOUNTS THAT THE COMPANY IS REQUIRED BY LAW OR
AUTHORIZED BY EXECUTIVE TO WITHHOLD.
6.
D&O COVERAGE; INDEMNIFICATION. TO THE EXTENT AVAILABLE AT
REASONABLE RATES (AND ANY RATES FOR COMPARABLE COVERAGE NOT EXCEEDING 200% OF
THE RATES CURRENTLY PAID BY THE COMPANY SHALL IN ANY EVENT BE DEEMED REASONABLE
FOR