ANNUAL TARGET BONUS OPPORTUNITY IN AN AMOUNT EQUAL TO ONE HUNDRED
PERCENT (100%) OF YOUR ELIGIBLE EARNINGS (THE "ANNUAL TARGET BONUS"), WITH THE
ABILITY TO EARN 50 PERCENT (50%) (THRESHOLD) TO ONE HUNDRED FIFTY PERCENT (150%)
(MAXIMUM) OF YOUR ANNUAL TARGET BONUS IF THE BONUS CRITERIA FOR SUCH ANNUAL
PERIOD, AS SET BY THE BOARD OF DIRECTORS OF THE COMPANY, ARE SATISFIED (THE
"TARGET BONUS PAYMENT"); PROVIDED THAT IF SUCH BONUS CRITERIA ARE NOT SATISFIED,
NO ANNUAL TARGET BONUS SHALL BE PAYABLE.
THE CRITERIA TO EARN YOUR ANNUAL
TARGET BONUS AND OTHER LEVELS BETWEEN THE THRESHOLD AND MAXIMUM FOR EACH YEAR OF
THE TERM SHALL BE BASED UPON GOOD FAITH NEGOTIATIONS BETWEEN YOU AND THE BOARD
OF DIRECTORS.
ALL TARGET BONUS PAYMENTS THAT BECOME PAYABLE SHALL BE PAID TO
YOU IN ACCORDANCE WITH THE APPLICABLE BONUS PLAN BUT IN NO EVENT LATER THAN 21⁄2
MONTHS AFTER THE END OF THE FISCAL YEAR OF THE COMPANY TO WHICH YOUR TARGET
BONUS PAYMENTS RELATE.
(C)
WHILE YOU ARE PERFORMING THE SERVICES DESCRIBED HEREIN, THE
COMPANY SHALL REIMBURSE YOU FOR ALL REASONABLE AND NECESSARY EXPENSES INCURRED
BY YOU IN CONNECTION WITH THE PERFORMANCE OF YOUR DUTIES OF EMPLOYMENT HEREUNDER
IN ACCORDANCE WITH THE COMPANY'S EXPENSE REIMBURSEMENT POLICY, AS APPLIED TO THE
COMPANY'S EXECUTIVE OFFICERS, AS SOON AS ADMINISTRATIVELY PRACTICABLE BUT NO
LATER THAN 2 1⁄2 MONTHS AFTER THE END OF THE YEAR IN WHICH YOU INCUR THE
REIMBURSABLE EXPENSE.
(D)
PURSUANT TO THIS SECTION 4(D), YOU SHALL PARTICIPATE IN THE
CHANGE-IN-CONTROL ACCELERATED VESTING AND SEVERANCE PLAN AMENDED AND RESTATED
EFFECTIVE DECEMBER 15, 2008 AND ANY PLAN(S) OR PROGRAM(S) THAT SUPERSEDE,
REPLACE AND/OR SUPPLEMENT SUCH PLAN, AS IN EFFECT FROM TIME TO TIME (THE
"AV/SP"), AT THE HIGHEST AND MOST BENEFICIAL LEVEL OF PARTICIPATION PROVIDED
UNDER THE AV/SP.
WITH RESPECT TO EACH INDIVIDUAL BENEFIT, OR CATEGORY OF
SIMILAR BENEFIT, PROVIDED TO YOU UNDER EACH OF THE AV/SP AND THIS AGREEMENT, THE
TWO (2) BENEFITS SHALL NOT BE CUMULATIVE, AND YOU SHALL BE ENTITLED TO RECEIVE
EACH SUCH BENEFIT, OR CATEGORY OF BENEFIT, UNDER THE TERMS OF THE AV/SP OR THE
TERMS OF THIS AGREEMENT, WHICHEVER WOULD BE THE GREATER AMOUNT OR VALUE TO YOU,
EXCEPT THAT THE TIMING AND MANNER OF PAYMENT OF
5
SUCH BENEFITS SHALL BE CONSISTENT WITH THE TERMS OF THIS AGREEMENT, REGARDLESS
OF WHETHER THE AMOUNT OR VALUE OF THE BENEFITS YOU ARE ENTITLED TO RECEIVE ARE
DETERMINED UNDER THE AV/SP OR THIS AGREEMENT.
THE RESTRICTIONS ON CUMULATION OF
BENEFITS IN THIS SECTION 4(D), AND THE APPLICATION OF THE TERMS OF THE AV/SP TO
BENEFITS PROVIDED THEREUNDER, SHALL NOT APPLY TO YOUR RIGHT TO QUALIFY FOR AND
PARTICIPATE IN THE AV/SP AT THE HIGHEST AND MOST BENEFICIAL LEVEL OF
PARTICIPATION.
(E)
YOU SHALL RECEIVE PAID VACATION DURING EACH TWELVE (12) MONTH
PERIOD OF YOUR EMPLOYMENT IN ACCORDANCE WITH THE COMPANY'S VACATION POLICY.
TO
THE EXTENT THAT YOU DO NOT USE YOUR ACCRUED VACATION DURING SUCH TWELVE (12)
MONTH PERIOD, ANY REMAINING ACCRUED VACATION SHALL BE SUBJECT TO THE CARRYOVER