PERCENT OF THE DIRECTORS OF SUCH CORPORATION OR ENTITY, OR SUCH
OTHER RELATIONSHIP WHICH IN FACT CONSTITUTES ACTUAL CONTROL.
4.
TERM OF AGREEMENT. THE TERM OF LERNER'S
EMPLOYMENT UNDER THIS AGREEMENT SHALL BE TWO (2) YEARS FROM THE EFFECTIVE DATE;
PROVIDED THAT UNLESS NOTICE OF TERMINATION HAS BEEN PROVIDED IN ACCORDANCE WITH
PARAGRAPH 7(A) AT LEAST SIXTY (60) DAYS PRIOR TO THE EXPIRATION OF THE INITIAL
TWO (2) YEAR TERM OR ANY ADDITIONAL TWELVE (12) MONTH TERM (AS PROVIDED BELOW),
OR UNLESS THIS AGREEMENT IS OTHERWISE TERMINATED IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT, THIS AGREEMENT SHALL AUTOMATICALLY BE EXTENDED FOR ADDITIONAL
TWELVE (12) MONTH PERIODS (THE "TERM").
5.
BASE COMPENSATION. DURING THE TERM, IN
CONSIDERATION FOR THE SERVICES AS VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
REQUIRED UNDER THIS AGREEMENT, THE CORPORATION AGREES TO PAY LERNER AN ANNUAL
BASE SALARY OF TWO HUNDRED AND TWENTY THOUSAND DOLLARS ($220,000), OR SUCH
HIGHER FIGURE AS MAY BE DETERMINED AT AN ANNUAL REVIEW OF HIS PERFORMANCE AND
COMPENSATION BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS.
THE
ANNUAL REVIEW OF LERNER'S BASE SALARY SHALL BE CONDUCTED BY THE COMPENSATION
COMMITTEE OF THE BOARD OF DIRECTORS WITHIN A REASONABLE TIME AFTER THE END OF
EACH FISCAL YEAR OF THE CORPORATION AND ANY INCREASE SHALL BE RETROACTIVE TO
JANUARY 1ST OF THE THEN CURRENT AGREEMENT YEAR. THE AMOUNT OF ANNUAL BASE SALARY
SHALL BE PAYABLE IN EQUAL INSTALLMENTS CONSISTENT WITH THE CORPORATION'S PAYROLL
PAYMENT SCHEDULE FOR OTHER EXECUTIVE EMPLOYEES OF THE CORPORATION. LERNER MAY
CHOOSE TO SELECT A PORTION OF HIS COMPENSATION TO BE PAID AS DEFERRED INCOME
THROUGH QUALIFIED PLANS OR OTHER PROGRAMS CONSISTENT WITH THE POLICY OF THE
CORPORATION AND SUBJECT TO ANY AND ALL APPLICABLE FEDERAL, STATE OR LOCAL LAWS,
RULES OR REGULATIONS.
6.
OTHER COMPENSATION AND BENEFITS. DURING
THE TERM, IN ADDITION TO HIS BASE SALARY, THE CORPORATION SHALL PROVIDE LERNER
THE FOLLOWING:
(A)
INCENTIVE COMPENSATION. LERNER SHALL
PARTICIPATE IN AN ANNUAL INCENTIVE COMPENSATION PLAN (THE "INCENTIVE
COMPENSATION PLAN"), AS SHALL BE ADOPTED AND/OR MODIFIED FROM TIME TO TIME BY
THE BOARD OF DIRECTORS. INCENTIVE COMPENSATION AWARDS ARE CALCULATED AS A
PERCENTAGE OF LERNER'S BASE SALARY ON THE LAST DAY OF THE INCENTIVE COMPENSATION
PLAN PERFORMANCE PERIOD. THE PERCENTAGES OF BASE SALARY THAT LERNER IS ELIGIBLE
TO RECEIVE BASED ON PERFORMANCE ARE 25 % AT "THRESHOLD" AND 50 % AT "TARGET", AS
SUCH TERMS ARE DEFINED IN THE INCENTIVE COMPENSATION PLAN. NOTWITHSTANDING THE
FOREGOING, FOR THE PERFORMANCE PERIOD IN WHICH THE EFFECTIVE DATE OCCURS,
LERNER'S INCENTIVE COMPENSATION AWARD SHALL BE EQUAL TO HIS INCENTIVE
COMPENSATION AWARD AS IF HE HAD BEEN EMPLOYED BY THE CORPORATION FOR THE ENTIRE
PERFORMANCE PERIOD IN WHICH THE EFFECTIVE DATE OCCURS, AND APPLYING THE
PERCENTAGES SET FORTH ABOVE TO HIS BASE SALARY AS OF JANUARY 1, 2006, MULTIPLIED
BY A FRACTION, THE NUMERATOR OF WHICH IS THE NUMBER OF DAYS TRANSPIRED IN THE
PERFORMANCE PERIOD BEGINNING ON THE EFFECTIVE DATE AND THE DENOMINATOR OF WHICH
IS THE NUMBER OF DAYS IN THE ENTIRE