SUCH EXTENSION SHALL NOT TAKE EFFECT.
THE
PERIOD DURING WHICH EXECUTIVE IS EMPLOYED PURSUANT TO THIS AGREEMENT, INCLUDING
ANY EXTENSION THEREOF IN ACCORDANCE WITH THE PRECEDING SENTENCE, SHALL BE
REFERRED TO AS THE "EMPLOYMENT PERIOD."
NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THIS SECTION 2(A), NO ADDITIONAL TERM SHALL COMMENCE AFTER THE DATE
EXECUTIVE REACHES AGE 65.
(B)
POSITION AND RESPONSIBILITIES.
DURING THE EMPLOYMENT PERIOD,
EXECUTIVE SHALL SERVE AS PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY;
SHALL HAVE SUCH AUTHORITY AND RESPONSIBILITIES, AND PERFORM SUCH DUTIES, AS ARE
CUSTOMARILY ASSIGNED TO INDIVIDUALS SERVING IN THOSE CAPACITIES AT ENTITIES OF
THE COMPANY'S SIZE AND NATURE AND CONSISTENT WITH SUCH AUTHORITY,
RESPONSIBILITIES AND DUTIES ASSIGNED TO EXECUTIVE BY THE COMPANY PRIOR TO THE
COMMENCEMENT DATE, AND, SUBJECT TO THE CONTROL OF THE BOARD OF DIRECTORS (THE
"BOARD"), SHALL HAVE GENERAL SUPERVISION, DIRECTION AND CONTROL OF THE BUSINESS
AND OFFICERS OF THE CORPORATION; AND SHALL PERFORM SUCH OTHER REASONABLE
EMPLOYMENT DUTIES AND HAVE SUCH OTHER AUTHORITY CONSISTENT WITH EXECUTIVE'S
TITLES AND POSITIONS AS THE BOARD SPECIFIES FROM TIME TO TIME.
DURING THE
EMPLOYMENT PERIOD, EXECUTIVE SHALL REPORT DIRECTLY AND EXCLUSIVELY TO THE
BOARD.
EXECUTIVE SHALL DEVOTE ALL OF EXECUTIVE'S SKILL, KNOWLEDGE AND BUSINESS
TIME TO THE CONSCIENTIOUS PERFORMANCE OF SUCH DUTIES AND RESPONSIBILITIES,
EXCEPT FOR VACATION TIME AS SET FORTH IN SECTION 6(B), ABSENCE FOR SICKNESS OR
SIMILAR DISABILITY AND TIME SPENT PERFORMING SERVICES FOR ANY CHARITABLE,
RELIGIOUS OR COMMUNITY ORGANIZATIONS, SO LONG AS SUCH SERVICES DO NOT MATERIALLY
INTERFERE WITH THE PERFORMANCE OF EXECUTIVE'S DUTIES HEREUNDER.
3.
Base Salary.
As compensation for the services to be performed by Executive during the
Employment Period, the Company shall pay Executive a base salary at an
annualized rate of $698,500 payable in periodic installments in accordance with
the Company's regular payroll dates (but no less frequently than monthly).
The
Compensation Committee of the Board (the "Committee") shall review Executive's
base salary annually during the
2
Employment Period and, in its sole discretion, may increase such base salary
from time to time.
The annual base salary payable to Executive under this
Section 3, as the same may be increased from time to time, shall hereinafter be
referred to as the "Base Salary."
4.
Incentive Compensation.
(A)
ANNUAL CASH BONUS.
DURING THE EMPLOYMENT PERIOD, EXECUTIVE SHALL
BE ENTITLED TO AN ANNUAL CASH BONUS OPPORTUNITY FOR EACH OF THE COMPANY'S FISCAL
YEARS, SUBJECT TO AND BASED ON THE ATTAINMENT BY EXECUTIVE AND THE COMPANY OF
INDIVIDUAL AND FINANCIAL PERFORMANCE TARGETS TO BE DETERMINED BY THE COMMITTEE
UPON THE RECOMMENDATIONS OF EXECUTIVE AND SIDNEY KNAFEL (THE "BONUS PLAN").
FOR
EACH FISCAL YEAR OF THE COMPANY, EXECUTIVE SHALL HAVE A MINIMUM CASH BONUS
OPPORTUNITY UNDER THE BONUS PLAN OF UP TO 50% OF EXECUTIVE'S BASE SALARY FOR
SUCH FISCAL YEAR.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT OR ANY BONUS PLAN AND EXCEPT AS SET FORTH IN SECTION 7(E)(I) OR
SECTION 7(E)(III), EXECUTIVE SHALL BE ENTITLED TO RECEIVE A BONUS FOR ANY GIVEN
FISCAL YEAR PURSUANT TO