COMPENSATION AND BONUS
(A)
THE EXECUTIVE SHALL RECEIVE ANNUAL BASE COMPENSATION DURING
THE TERM OF THIS AGREEMENT OF NOT LESS THAN $484,500 IN CASH ("BASE
COMPENSATION").
SUCH AMOUNTS SHALL BE PAYABLE IN SUBSTANTIALLY EQUAL
SEMI-MONTHLY INSTALLMENTS IN ACCORDANCE WITH THE CORPORATION'S CUSTOMARY PAYROLL
PRACTICES.
SUBJECT TO THE TERMS OF THIS AGREEMENT, DURING THE TERM, THE
COMPENSATION COMMITTEE OF THE BOARD (THE "COMPENSATION COMMITTEE") SHALL CONSULT
WITH THE CEO AND REVIEW THE EXECUTIVE'S BASE COMPENSATION AT ANNUAL INTERVALS,
AND MAY ADJUST THE EXECUTIVE'S ANNUAL BASE COMPENSATION FROM TIME TO TIME.
(B)
THE EXECUTIVE SHALL ALSO BE ELIGIBLE TO RECEIVE AN ANNUAL
INCENTIVE CASH BONUS FOR EACH CALENDAR YEAR ENDING DURING THE TERM OF THIS
AGREEMENT, WITH THE ACTUAL AMOUNT OF SUCH BONUS TO BE DETERMINED BY THE
COMPENSATION COMMITTEE, USING SUCH PERFORMANCE MEASURES AS THE COMPENSATION
COMMITTEE DEEMS TO BE APPROPRIATE.
SUCH BONUS, IF ANY, SHALL BE PAID TO THE
EXECUTIVE NO
1
LATER THAN SIXTY (60) DAYS AFTER THE END OF THE YEAR TO WHICH THE BONUS
RELATES.
EXCEPT AS OTHERWISE PROVIDED IN SECTIONS 5 OR 6, (I) THE ANNUAL BONUS
WILL BE SUBJECT TO THE TERMS OF ANY CORPORATION BONUS PLAN UNDER WHICH IT IS
GRANTED AND (II) IN ORDER TO BE ELIGIBLE TO RECEIVE AN ANNUAL BONUS, THE
EXECUTIVE MUST BE EMPLOYED BY THE CORPORATION ON THE LAST DAY OF THE APPLICABLE
CALENDAR YEAR.
4.
ADDITIONAL COMPENSATION AND BENEFITS
The Executive shall receive the following additional compensation and welfare
and fringe benefits during the Term:
(A)
LONG-TERM INCENTIVES.
DURING THE TERM OF THE AGREEMENT, ANY
STOCK OPTIONS, RESTRICTED STOCK OR OTHER AWARDS GRANTED UNDER THE 2016 LONG-TERM
INCENTIVE PLAN SHALL BE AT THE DISCRETION OF THE COMPENSATION COMMITTEE.
(B)
HEALTH INSURANCE.
DURING THE TERM OF THIS AGREEMENT, THE
CORPORATION SHALL PROVIDE THE EXECUTIVE AND HER DEPENDENTS WITH HEALTH
INSURANCE, LIFE INSURANCE AND DISABILITY COVERAGE NO LESS FAVORABLE THAN THAT
FROM TIME TO TIME MADE AVAILABLE TO OTHER KEY EMPLOYEES.
(C)
PAID TIME OFF.
DURING THE TERM OF THIS AGREEMENT, THE
EXECUTIVE SHALL BE ENTITLED TO PAID TIME OFF ("PTO") (BASED ON THE NUMBER OF
YEARS OF SERVICE) IN ACCORDANCE WITH THE CORPORATION'S PTO POLICY, AS IT MAY BE
AMENDED FROM TIME TO TIME.
(D)
BUSINESS EXPENSES.
DURING THE TERM OF THIS AGREEMENT, THE
CORPORATION SHALL REIMBURSE THE EXECUTIVE FOR ALL REASONABLE EXPENSES SHE INCURS
IN PROMOTING THE CORPORATION'S BUSINESS, INCLUDING EXPENSES FOR TRAVEL AND
SIMILAR ITEMS, UPON PRESENTATION BY THE EXECUTIVE FROM TIME TO TIME OF AN
ITEMIZED ACCOUNT OF SUCH EXPENDITURES IN ACCORDANCE WITH THE CORPORATION'S
ESTABLISHED POLICIES AND APPLICABLE LAW.
FOLLOWING EXECUTIVE'S TERMINATION OF
EMPLOYMENT, ANY EXPENSE REIMBURSEMENT REQUESTS MUST BE SUBMITTED NO LATER THAN
SIXTY (60) DAYS FOLLOWING SUCH TERMINATION.
(E)
OTHER BENEFITS.
IN ADDITION TO THE BENEFITS PROVIDED
PURSUANT TO THE PRECEDING PARAGRAPHS OF THIS SECTION 4, THE EXECUTIVE SHALL BE
ELIGIBLE TO PARTICIPATE IN SUCH OTHER EXECUTIVE COMPENSATION AND RETIREMENT
PLANS OF THE CORPORATION AS ARE APPLICABLE GENERALLY TO OTHER OFFICERS, AND IN
SUCH WELFARE PLANS, PROGRAMS, PRACTICES AND POLICIES OF THE