DURING THE TERM (I.E., BOTH THE REGULAR TERM
AND THE TRANSITION PERIOD), EXECUTIVE SHALL PARTICIPATE WITH THE OTHER SENIOR
EXECUTIVES OF THE COMPANY IN, AND SHALL BE ELIGIBLE TO RECEIVE CASH INCENTIVE
COMPENSATION IN ACCORDANCE WITH THE TERMS OF, THE SENIOR EXECUTIVE COMPENSATION
PLAN ADOPTED BY THE BOARD FOR THAT FISCAL YEAR (AS APPLICABLE TO EACH FISCAL
YEAR, THE "COMPENSATION PLAN").
(2)
THE PARTIES ACKNOWLEDGE THAT THE STANDARDS AND CRITERIA ON WHICH
AWARDS UNDER THE COMPENSATION PLAN HAVE HISTORICALLY BEEN BASED INCLUDE BOTH
CORPORATE EARNINGS TARGETS (MEASURED AFTER ALL INCENTIVE COMPENSATION IS TAKEN
INTO ACCOUNT) AND A SOMEWHAT MORE SUBJECTIVE INDIVIDUAL PERFORMANCE FACTOR AND
THAT IT IS THE BOARD'S CURRENT EXPECTATION (BUT NOT THE BOARD'S OR THE COMPANY'S
OBLIGATION HEREUNDER) TO CONTINUE TO USE SIMILAR CRITERIA IN DETERMINING
INCENTIVE COMPENSATION FOR ALL SENIOR EXECUTIVES, INCLUDING EXECUTIVE.
(3)
EXECUTIVE'S MINIMUM INCENTIVE COMPENSATION OPPORTUNITY FOR EACH
FISCAL YEAR DURING THE TERM (EXECUTIVE'S "TARGET BONUS"), WHICH IS REFERRED TO
IN THE CURRENT COMPENSATION PLAN AS EXECUTIVE'S "EXPECTED REWARD OPPORTUNITY,"
SHALL BE SUCH AMOUNT (EXPRESSED EITHER AS A PERCENTAGE OF BASE SALARY, AS IS
CURRENTLY THE CASE, OR AS A STATED DOLLAR AMOUNT) AS THE BOARD (OR THE
COMPENSATION COMMITTEE OF THE BOARD, AS APPLICABLE) FROM TIME TO TIME DETERMINES
IN IT SOLE DISCRETION IS APPROPRIATE, BUT IN NO EVENT SHALL EXECUTIVE'S TARGET
BONUS FOR ANY FISCAL YEAR DURING THE TERM BE LESS THAN 100% OF EXECUTIVE'S BASE
SALARY FOR THAT FISCAL YEAR. UNDER THE CURRENT COMPENSATION PLAN, THE AMOUNT OF
INCENTIVE COMPENSATION AWARDED TO EXECUTIVE FOR A PARTICULAR FISCAL YEAR IF THE
"EXPECTED" LEVEL OF ACHIEVEMENT (BOTH CORPORATE AND INDIVIDUAL) IS ATTAINED FOR
THAT FISCAL YEAR IS (BY DEFINITION) EQUAL TO EXECUTIVE'S TARGET BONUS. THE
ACTUAL INCENTIVE COMPENSATION AWARDED TO EXECUTIVE FOR ANY PARTICULAR FISCAL
year may be more or less than Executive's Target Bonus, based on the actual
level of achievement relative to the performance metrics established for that
year by the Board .
(C)
BENEFIT PLANS AND FRINGE BENEFITS. EXECUTIVE SHALL CONTINUE,
DURING THE TERM, TO BE ELIGIBLE TO PARTICIPATE IN ALL BENEFIT PLANS AND BE
GRANTED THOSE BENEFITS (INCLUDING HEALTH, LIFE, LONG-TERM CARE, AND DISABILITY
COVERAGE) AND PERQUISITES THAT ARE CURRENTLY AFFORDED TO EXECUTIVE (WITH
REFERENCE IN ANY EVENT TO THE LIMITS CONTEMPLATED BY SECTION 10(M)) AND SUCH
OTHER BENEFITS AND PERQUISITES AS ARE FROM TIME TO TIME AFFORDED TO OTHER SENIOR
EXECUTIVES OF THE COMPANY GENERALLY, ALONG WITH SUCH ADDITIONAL BENEFITS AND
PERQUISITES AS THE COMPENSATION COMMITTEE OR THE BOARD FROM TIME TO TIME
DETERMINE ARE APPROPRIATE. NOTWITHSTANDING THE FOREGOING, THE GRANT OR AWARD TO
EXECUTIVE OF, AND THE ELIGIBILITY OF EXECUTIVE TO RECEIVE, EQUITY-BASED
COMPENSATION SHALL BE GOVERNED BY SUBSECTION (F) OF THIS SECTION.
(D)
LIFE INSURANCE PAYMENTS. IN ADDITION TO ANY OTHER BENEFITS TO
WHICH EXECUTIVE MAY BE ENTITLED, THE COMPANY SHALL CONTINUE TO PAY TO EXECUTIVE,
OR FOR EXECUTIVE'S BENEFIT, DURING THE TERM THE FOLLOWING AMOUNTS (COLLECTIVELY,
THE "LIFE INSURANCE PAYMENTS"): (I) $12,500 PER YEAR, WHICH IS THE AMOUNT OF THE
PREMIUM ON AN EXISTING