EXECUTIVE
OFFICER IN WRITING.
4.
COMPENSATION AND BENEFITS.
AS COMPENSATION FOR ALL SERVICES
PERFORMED BY THE EXECUTIVE UNDER AND DURING THE TERM HEREOF AND SUBJECT TO
PERFORMANCE OF THE EXECUTIVE'S DUTIES AND OF THE OBLIGATIONS OF THE EXECUTIVE TO
THE COMPANY AND ITS AFFILIATES, PURSUANT TO THIS AGREEMENT OR OTHERWISE:
(A)
BASE SALARY.
DURING THE TERM HEREOF, THE COMPANY SHALL PAY THE
EXECUTIVE A BASE SALARY AT THE RATE OF TWO HUNDRED FIFTY THOUSAND DOLLARS
($250,000) PER ANNUM, PAYABLE IN ACCORDANCE WITH THE NORMAL PAYROLL PRACTICES OF
THE COMPANY FOR ITS EXECUTIVES AND SUBJECT TO INCREASE (BUT NOT DECREASE).
THE
COMPANY'S BOARD OF DIRECTORS (THE "BOARD") AT THE REQUEST OF THE CHIEF EXECUTIVE
OFFICER WILL REVIEW THE EXECUTIVE'S BASE SALARY EACH YEAR.
SUCH BASE SALARY, AS
FROM TIME TO TIME INCREASED, IS HEREAFTER REFERRED TO AS THE "BASE SALARY".
(B)
ANNUAL BONUS COMPENSATION.
(I)
DURING THE TERM HEREOF AND BEGINNING WITH THE FIRST FISCAL YEAR
AFTER THE EFFECTIVE DATE, EXECUTIVE SHALL BE ELIGIBLE TO RECEIVE AN ANNUAL BONUS
OF 50% OF BASE SALARY (THE "TARGET BONUS"), SUBJECT TO THE ACHIEVEMENT OF AN
EBITDA TARGET SET BY THE COMPANY, APPROVED BY THE BOARD AND SUBJECT TO THE TERMS
AND CONDITIONS OF ANY APPLICABLE ANNUAL INCENTIVE PROGRAM IN EFFECT FROM TIME TO
TIME (THE "INCENTIVE PLAN").
THE AMOUNT OF ANY BONUS AWARDED (WHETHER MORE THAN
OR LESS THAN THE TARGET BONUS) SHALL BE DETERMINED BY THE COMPANY, AND SUBJECT
TO BOARD APPROVAL, BASED UPON THE ACHIEVEMENT OF THE EBITDA TARGET, AFTER THE
COMPLETION OF THE COMPANY'S ANNUAL AUDIT AND THE BOARD'S REVIEW THEREOF, AND
SHALL FURTHER BE SUBJECT TO THE TERMS OF THE INCENTIVE PLAN AS IN EFFECT FROM
TIME TO TIME.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED UNDER THIS AGREEMENT OR
UNDER THE TERMS OF THE INCENTIVE PLAN AS IN EFFECT FROM TIME TO TIME, THE
EXECUTIVE SHALL NOT BE ENTITLED TO EARN BONUS COMPENSATION FOR ANY PERIOD OF
SERVICE LESS THAN A FULL YEAR, EXCEPT; (1) THE EXECUTIVE SHALL BE ENTITLED TO
EARN A PRO RATED SHARE OF BONUS COMPENSATION FOR THE TIME PERIOD OF EMPLOYMENT
FROM THE EFFECTIVE DATE UNTIL THE END OF THAT FIRST FISCAL YEAR; AND (2) AS SET
FORTH IN SECTIONS 5(A), 5(B), 5(D), 5(E), 5 (G) AND 5 (H).
(II)
ANY BONUS DUE HEREUNDER SHALL BE PAYABLE NOT LATER THAN TWO AND
ONE HALF MONTHS FOLLOWING THE FISCAL YEAR FOR WHICH THE BONUS WAS EARNED OR AS
SOON AS IS
2
PRACTICABLE WITHIN THE MEANING OF SECTION 409A OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, ("SECTION 409A").
(C)
EQUITY ARRANGEMENTS.
ON THE EFFECTIVE DATE, THE COMPANY WILL MAKE
A GRANT OF RESTRICTED STOCK TO THE EXECUTIVE UNDER THE COMPANY'S STOCK OPTION
AND RESTRICTED STOCK PLAN (THE "PLAN").
THE TERMS AND CONDITIONS OF SUCH
RESTRICTED STOCK GRANT SHALL BE SUBJECT TO THE TERMS OF THE PLAN AND THE
RESTRICTED STOCK AWARD AGREEMENT IN THE FORM ATTACHED HERETO AS EXHIBIT A.
(D)
VACATIONS.
DURING THE TERM HEREOF, THE EXECUTIVE SHALL BE
ENTITLED TO FOUR (4)