REASONABLY NECESSARY TO
FULLY PERFORM EXECUTIVE'S DUTIES AND RESPONSIBILITIES HEREUNDER.
(C)
BOARD MEMBERSHIP; NO CONFLICT. DURING THE TERM, EXECUTIVE SHALL NOT BE
PERMITTED TO BE A MEMBER OF THE BOARD OF DIRECTORS OF ANY FOR-PROFIT COMPANY
WITHOUT THE CONSENT OF THE COMPANY (SUCH CONSENT NOT TO BE UNREASONABLY
WITHHELD) (FOR ALL PURPOSES UNDER THIS AGREEMENT, ANY REQUIRED CONSENT OF THE
COMPANY SHALL BE EVIDENCED BY THE WRITTEN APPROVAL OF THE CHAIRMAN OF THE
BOARD), PROVIDED THAT (I) EXECUTIVE MAY SERVE ON THE BOARD OF DIRECTORS OF ANY
OTHER PORTFOLIO COMPANY IN WHICH RIPPLEWOOD HAS ANY OWNERSHIP INTEREST;
(II) EXECUTIVE MAY CONTINUE TO SERVE ON THE BOARDS OF DIRECTORS LISTED ON
EXHIBIT A ATTACHED HERETO AND EXECUTIVE MAY SERVE, WITHOUT APPROVAL, ON THE
BOARDS OF DIRECTORS OF NOT-FOR-PROFIT ENTITIES; PROVIDED THAT SUCH ACTIVITIES DO
NOT INTERFERE WITH THE PERFORMANCE OF THE EXECUTIVE'S DUTIES AND
RESPONSIBILITIES HEREUNDER.
3. COMPENSATION AND RELATED MATTERS. (A)
BASE SALARY. DURING THE TERM, FOR ALL
SERVICES RENDERED UNDER THIS AGREEMENT, EXECUTIVE SHALL RECEIVE AN AGGREGATE
ANNUAL BASE SALARY ("BASE SALARY") AT AN INITIAL RATE OF $500,000, PAYABLE IN
ACCORDANCE WITH THE COMPANY'S APPLICABLE PAYROLL PRACTICES. BASE SALARY SHALL BE
SUBJECT TO REVIEW BY THE BOARD FOR INCREASES, BUT NOT DECREASE, IN ITS SOLE
DISCRETION AND REFERENCES IN THIS AGREEMENT TO "BASE SALARY" SHALL BE DEEMED TO
REFER TO THE MOST RECENTLY EFFECTIVE ANNUAL BASE SALARY RATE.
(B)
ANNUAL BONUS. DURING THE TERM, FOR EACH FISCAL YEAR, EXECUTIVE SHALL BE
PAID A GUARANTEED ANNUAL BONUS OF $500,000 (THE "GUARANTEED BONUS"). IN
ADDITION, EXECUTIVE SHALL BE ELIGIBLE TO EARN AN ANNUAL PERFORMANCE BONUS IN AN
AMOUNT UP TO 400% OF BASE SALARY BASED ON PERFORMANCE AGAINST SPECIFIED
OBJECTIVE PERFORMANCE CRITERIA AS SET FORTH ON EXHIBIT B HERETO (THE "ANNUAL
BONUS"). THE GUARANTEED BONUS, AND ANY ANNUAL BONUS THAT EXECUTIVE SHALL
ACTUALLY BECOME ENTITLED TO RECEIVE HEREUNDER, WILL BE PAYABLE BY THE COMPANY AT
SUCH TIME AND IN SUCH MANNER THAT BONUSES ARE PAID TO OTHER SENIOR EXECUTIVES OF
THE COMPANY, BUT IN NO EVENT LATER THAN THE END OF THE CALENDAR YEAR IN WHICH
THE FISCAL YEAR FOR WHICH SUCH BONUS IS EARNED ENDS. NOTHING HEREIN TO THE
CONTRARY, EXECUTIVE SHALL BE ENTITLED TO AN ANNUAL BONUS FOR THE FISCAL YEAR
ENDING JUNE 30, 2007 PRORATED FROM NOVEMBER 1, 2006, WHICH ANNUAL BONUS SHALL BE
PAID IN CALENDAR YEAR 2007. EXECUTIVE ACKNOWLEDGES THAT THIS PAYMENT HAS BEEN
MADE.
(C)
BENEFITS AND PERQUISITES. DURING THE TERM, EXECUTIVE SHALL BE ENTITLED TO
PARTICIPATE IN THE BENEFIT AND PERQUISITE PLANS AND PROGRAMS, COMMENSURATE WITH
EXECUTIVE'S POSITION, THAT ARE ESTABLISHED BY THE COMPANY FROM TIME TO TIME FOR
EXECUTIVE EMPLOYEES GENERALLY, SUBJECT TO THE TERMS AND CONDITIONS OF SUCH
PLANS. EXECUTIVE SHALL ALSO BE ENTITLED TO THE USE OF A CAR SERVICE WHEN
TRAVELING BETWEEN NEW YORK, NY AND PLEASANTVILLE, NY. ALL AMOUNTS PAYABLE TO
EXECUTIVE UNDER THIS SECTION 3(C) SHALL BE REIMBURSED AS SOON AS PRACTICABLE
AFTER EXECUTIVE INCURS SUCH EXPENSE AND SUBMITS DOCUMENTATION THEREOF (WHICH
SHALL BE SUBMITTED WITHIN NINETY (90)