EQUAL TO 1.0% OF THE COMPANY'S 2008 NET
INCOME.
EXECUTIVE SHALL ALSO BE ELIGIBLE TO RECEIVE A DISCRETIONARY ANNUAL
BONUS IN AN AMOUNT UP TO 20% OF EXECUTIVE'S SALARY.
THE DISCRETIONARY BONUS
WILL BE DETERMINED BASED ON PERFORMANCE GOALS AND RULES ESTABLISHED BY THE
COMPENSATION COMMITTEE.
THE BONUS AND DISCRETIONARY BONUS, IF ANY, WILL BE
PAYABLE BEFORE MARCH 15, 2009.
EXECUTIVE IS NOT GUARANTEED ANY BONUS PAYMENT.
(C)
STOCK INCENTIVES.
EXECUTIVE SHALL BE
ELIGIBLE TO RECEIVE RESTRICTED SHARES OF THE COMMON STOCK OF THE COMPANY UNDER
THE COMPANY'S 2006 STOCK INCENTIVE PLAN (THE "INCENTIVE PLAN") SUBJECT TO THE
TERMS AND CONDITIONS OF SUCH PLAN AND AS GRANTED BY THE COMPENSATION COMMITTEE.
IF THE COMPANY TERMINATES EXECUTIVE'S EMPLOYMENT FOR ANY REASON OTHER THAN CAUSE
PURSUANT TO SECTION 5(B), ALL RESTRICTED STOCK HELD BY EXECUTIVE SHALL
IMMEDIATELY VEST, SUBJECT TO THE TERMS AND CONDITIONS OF THE INCENTIVE PLAN.
(D)
BENEFITS.
EXECUTIVE SHALL RECEIVE THE
FOLLOWING COMPANY BENEFITS:
(I)
TERM LIFE INSURANCE COVERAGE IN THE
AMOUNT OF $415,000 WHICH IS IN ADDITION TO THE STANDARD TERM LIFE INSURANCE
PROVIDED IN THE COMPANY'S STANDARD BENEFIT PLAN;
(II)
PARTICIPATION IN THE COMPANY'S EXECUTIVE
LONG-TERM DISABILITY PLAN, SUBJECT TO ANY WAITING PERIODS OR EXCLUSIONS REQUIRED
BY THE INSURANCE PROVIDER;
(III)
FIVE WEEKS OF VACATION PER YEAR UNTIL SUCH TIME
AS EXECUTIVE'S LENGTH OF SERVICE ENTITLES EXECUTIVE TO ADDITIONAL VACATION;
(IV)
PARTICIPATION IN THE COMPANY'S STANDARD
BENEFIT PROGRAMS INCLUDING HEALTH AND DENTAL INSURANCE, TERM LIFE INSURANCE,
ACCIDENTAL DEATH AND DISMEMBERMENT INSURANCE, SHORT AND LONG TERM DISABILITY,
PAID HOLIDAYS AND CERTAIN OTHER STANDARD BENEFITS PROVIDED BY THE COMPANY;
(V)
PARTICIPATION IN THE COMPANY'S
401(K) RETIREMENT PLAN; AND
(VI)
REIMBURSEMENT OF UP TO $5,000 OF PROFESSIONAL
SERVICE FEES FOR A FINANCIAL PLANNING AND/OR TAX CONSULTANT TO ADVISE EXECUTIVE.
(E)
EXPENSE REIMBURSEMENT.
THE COMPANY SHALL
REIMBURSE EXECUTIVE FOR ALL TRAVEL EXPENSES AND OTHER DISBURSEMENTS INCURRED BY
EXECUTIVE FOR OR ON BEHALF OF THE COMPANY IN THE PERFORMANCE OF HIS DUTIES
HEREUNDER, SUBJECT TO AND IN ACCORDANCE WITH THE COMPANY'S EXPENSE REIMBURSEMENT
POLICIES AND PROCEDURES, AS IN EFFECT FROM TIME-TO-TIME.
2
5.
TERMINATION.
(A)
THE COMPANY MAY TERMINATE EXECUTIVE'S
EMPLOYMENT AT ANY TIME FOR CAUSE (AS HEREINAFTER DEFINED), EFFECTIVE IMMEDIATELY
UPON WRITTEN NOTICE TO EXECUTIVE. SUCH NOTICE SHALL SPECIFY THAT A TERMINATION
IS BEING MADE FOR CAUSE AND SHALL STATE THE BASIS THEREFOR. ANY TERMINATION
UNDER THIS SUBPARAGRAPH SHALL SERVE TO RELIEVE EXECUTIVE OF ALL HIS DUTIES AND
AUTHORITY ON BEHALF OF THE COMPANY AS OF THE DATE SUCH NOTICE STATES THE
TERMINATION IS TO TAKE EFFECT.
ALL OBLIGATIONS OF THE COMPANY TO EXECUTIVE
HEREUNDER SHALL TERMINATE AS OF THE EFFECTIVE DATE OF ANY SUCH TERMINATION,
EXCEPT FOR OBLIGATIONS ACCRUED PRIOR TO SUCH EFFECTIVE DATE.
FOR PURPOSES OF
THIS AGREEMENT, TERMINATION FOR "CAUSE" SHALL INCLUDE ANY OF THE FOLLOWING THAT
DETRIMENTALLY AFFECT THE COMPANY:
(I)
A WILLFUL AND SUBSTANTIAL BREACH BY
EXECUTIVE OF THE TERMS OF THIS AGREEMENT OR ANY WRITTEN AGREEMENT BETWEEN
EXECUTIVE AND THE COMPANY THAT HAS A MATERIALLY ADVERSE EFFECT ON THE BUSINESS
AND AFFAIRS OF THE