IN EFFECT FROM TIME TO TIME, BUT NOT LESS FREQUENTLY THAN MONTHLY
INSTALLMENTS.
OFFICER'S BASE SALARY AND OTHER INCENTIVES SHALL BE REVIEWED
ANNUALLY BY THE COMPENSATION COMMITTEE OF THE BOARD (THE "COMPENSATION
COMMITTEE"), WHICH MAY INCREASE (BUT NOT DECREASE) OFFICER'S BASE SALARY AND
GRANT SUCH OTHER INCENTIVES AS IT, IN ITS SOLE DISCRETION, DETERMINES
APPROPRIATE.
AFTER ANY SUCH INCREASE IN BASE SALARY, THE TERM "BASE SALARY"
SHALL REFER TO THE INCREASED AMOUNT.
(B)
BONUSES.
OFFICER SHALL BE ELIGIBLE TO RECEIVE A BONUS FOR EACH
YEAR (OR PORTION THEREOF) DURING THE EMPLOYMENT PERIOD AND ANY EXTENSIONS
THEREOF, PROVIDED THAT,
7
EXCEPT AS OTHERWISE PROVIDED HEREIN, OFFICER HAS REMAINED EMPLOYED BY
CORPORATION FOR THE ENTIRE YEAR.
OFFICER'S TARGET BONUS OPPORTUNITY FOR ANY
PARTICULAR YEAR ("TARGET BONUS") SHALL EQUAL TWO HUNDRED PERCENT (200%) OF
OFFICER'S BASE SALARY IN EFFECT FOR THAT YEAR.
THE AMOUNT OF BONUS PAYABLE TO
OFFICER FOR ANY PARTICULAR YEAR WILL BE DETERMINED BY THE COMPENSATION
COMMITTEE, IN ITS SOLE DISCRETION, TAKING INTO ACCOUNT THE PERFORMANCE OF THE
CORPORATION AND OFFICER FOR THAT PARTICULAR YEAR.
ALL SUCH BONUSES SHALL BE
PAYABLE WITHIN 45 DAYS AFTER THE END OF THE YEAR TO WHICH SUCH BONUS RELATES.
(C)
ADDITIONAL BENEFITS.
DURING THE EMPLOYMENT PERIOD, OFFICER SHALL
BE ENTITLED TO THE FOLLOWING EMPLOYEE AND FRINGE BENEFITS:
(I)
OFFICER BENEFITS.
OFFICER SHALL BE ELIGIBLE TO PARTICIPATE IN
SUCH OF CORPORATION'S BENEFITS AND DEFERRED COMPENSATION PLANS AS ARE NOW
GENERALLY AVAILABLE OR LATER MADE GENERALLY AVAILABLE TO EXECUTIVE OFFICERS OF
CORPORATION ON A BASIS NO LESS FAVORABLE THAN PROVIDED TO SUCH OTHER EXECUTIVE
OFFICERS, INCLUDING, WITHOUT LIMITATION, PROFIT SHARING PLANS, ANNUAL PHYSICAL
EXAMINATION, DENTAL AND MEDICAL PLANS, PERSONAL CATASTROPHE AND DISABILITY
INSURANCE, AND RETIREMENT PLANS.
OFFICER SHALL BE ELIGIBLE TO PARTICIPATE IN
CORPORATION'S 2000 STOCK INCENTIVE PLAN AND ANY SUCCESSOR PLAN OR ANY OTHER
EQUITY OR LONG-TERM INCENTIVE PLAN OF CORPORATION.
ON THE EFFECTIVE DATE,
CORPORATION ALSO AGREES TO GRANT OFFICER A RESTRICTED STOCK UNIT AWARD IN THE
FORM ATTACHED HERETO AS EXHIBIT A.
NOTWITHSTANDING ANYTHING ELSE CONTAINED
HEREIN TO THE CONTRARY, DURING THE EMPLOYMENT PERIOD IN NO EVENT SHALL OFFICER
BE ELIGIBLE TO PARTICIPATE IN OR RECEIVE BENEFITS UNDER ANY SEVERANCE PLAN,
PROGRAM, POLICY, ARRANGEMENT OR AGREEMENT OF CORPORATION OTHER THAN THIS
AGREEMENT.
SECTION 4(B)(VIII) OF THIS AGREEMENT SHALL APPLY IN THE EVENT THAT
ANY PAYMENT, ENTITLEMENT, BENEFIT OR DISTRIBUTION TO OFFICER OR FOR OFFICER'S
BENEFIT DURING THE EMPLOYMENT PERIOD (WHETHER PAID OR PAYABLE OR DISTRIBUTED OR
DISTRIBUTABLE PURSUANT TO THE TERMS OF THIS AGREEMENT OR OTHERWISE AND WHETHER
PURSUANT TO OR BY REASON OF ANY OTHER AGREEMENT, POLICY, PLAN, PROGRAM OR
ARRANGEMENT, INCLUDING WITHOUT LIMITATION ANY STOCK OPTION, RESTRICTED STOCK,
RESTRICTED STOCK UNIT, STOCK APPRECIATION RIGHT OR SIMILAR RIGHT, OR THE LAPSE
OR TERMINATION OF ANY RESTRICTION ON OR THE VESTING OR EXERCISABILITY OF ANY OF
THE FOREGOING) WOULD BE SUBJECT TO THE EXCISE TAX IMPOSED BY SECTION 4999 OF THE
CODE OR TO ANY SIMILAR TAX IMPOSED BY FEDERAL, STATE OR LOCAL LAW OR ANY
INTEREST OR PENALTIES IMPOSED WITH RESPECT