MORE THAN 10%. ANY COMPENSATION WHICH MAY BE PAID TO THE EXECUTIVE UNDER ANY
ADDITIONAL COMPENSATION OR INCENTIVE PLAN OF THE CORPORATION, PARENT, OR ANY
AFFILIATE THEREOF 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 1.0 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, PARENT AND ITS AFFILIATES TO THE
EXTENT THE EXECUTIVE IS ELIGIBLE FOR PARTICIPATION UNDER THE 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 THIS
AGREEMENT, THE EXECUTIVE SHALL ALSO BE ENTITLED TO ALL BENEFITS PROVIDED TO HIM
UNDER THE PRACTICES OF THE CORPORATION AS IN EFFECT IMMEDIATELY PRIOR TO THE
EFFECTIVE DATE OF THIS
2
AGREEMENT, INCLUDING WITHOUT LIMITATION EXECUTIVE'S INDIVIDUAL AUTOMOBILE
EXPENSE