SHALL NOT
THEREAFTER BE DEEMED TO INTERFERE WITH THE PERFORMANCE OF THE EXECUTIVE'S
RESPONSIBILITIES TO THE COMPANY.
(B)
COMPENSATION.
(1)
BASE SALARY.
DURING THE EMPLOYMENT PERIOD,
THE EXECUTIVE SHALL RECEIVE AN ANNUAL BASE SALARY (THE "ANNUAL BASE SALARY") AT
AN ANNUAL RATE AT LEAST EQUAL TO THE HIGHEST ANNUAL RATE OF BASE SALARY PAID OR
PAYABLE, INCLUDING ANY BASE SALARY THAT HAS BEEN EARNED BUT DEFERRED, TO THE
EXECUTIVE BY THE COMPANY AND THE AFFILIATED COMPANIES IN RESPECT OF THE 12-MONTH
PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH THE EFFECTIVE DATE OCCURS.
THE
ANNUAL BASE SALARY SHALL BE PAID AT SUCH INTERVALS AS THE COMPANY PAYS EXECUTIVE
SALARIES GENERALLY.
DURING THE EMPLOYMENT PERIOD, THE ANNUAL BASE SALARY SHALL
BE REVIEWED AT LEAST ANNUALLY, BEGINNING NO MORE THAN 12 MONTHS AFTER THE LAST
SALARY INCREASE AWARDED TO THE EXECUTIVE PRIOR TO THE EFFECTIVE DATE.
ANY
INCREASE IN THE ANNUAL BASE SALARY SHALL NOT SERVE TO LIMIT OR REDUCE ANY OTHER
OBLIGATION TO THE EXECUTIVE UNDER THIS AGREEMENT.
THE ANNUAL BASE SALARY SHALL
NOT BE REDUCED AFTER ANY SUCH INCREASE AND THE TERM "ANNUAL BASE SALARY" SHALL
REFER TO THE ANNUAL BASE SALARY AS SO INCREASED.
3
(2)
ANNUAL BONUS.
IN ADDITION TO THE ANNUAL BASE SALARY, THE
EXECUTIVE SHALL BE AWARDED, FOR EACH FISCAL YEAR ENDING DURING THE EMPLOYMENT
PERIOD, TOTAL ANNUAL AND QUARTERLY BONUS OPPORTUNITIES IN CASH AT LEAST EQUAL TO
THE AGGREGATE OF THE EXECUTIVE'S TARGET ANNUAL AND QUARTERLY BONUS OPPORTUNITIES
FOR THE YEAR IN WHICH THE EFFECTIVE DATE OCCURS (THE "TARGET ANNUAL BONUS") (IF
THE EXECUTIVE HAS NOT BEEN ELIGIBLE TO EARN SUCH A BONUS FOR ANY PERIOD PRIOR TO
THE EFFECTIVE DATE OR NO SUCH TARGET ANNUAL BONUS HAS BEEN ESTABLISHED FOR THE
FISCAL YEAR OR QUARTERS (AS APPLICABLE) IN WHICH THE EFFECTIVE DATE OCCURS, THE
"TARGET ANNUAL BONUS" SHALL MEAN THE EXECUTIVE'S MOST RECENT TARGET ANNUAL AND
QUARTERLY BONUS OPPORTUNITIES AS IN EFFECT FOR THE YEAR PRIOR TO THE YEAR IN
WHICH THE EFFECTIVE DATE OCCURS); PROVIDED, HOWEVER, THAT (I) THE PERFORMANCE
MEASURES APPLICABLE TO SUCH TARGET BONUS OPPORTUNITIES SHALL BE COMPARABLE IN
TERMS OF DIFFICULTY OF ACHIEVEMENT TO THE MEASURES IN EFFECT WITH RESPECT TO THE
TARGET ANNUAL BONUS PRIOR TO THE EFFECTIVE DATE AND (II) IN THE DETERMINATION OF
SUCH BONUSES, THE EXECUTIVE SHALL BE TREATED AS FAVORABLY AS SIMILARLY SITUATED
EXECUTIVES OF ANY ACQUIROR OF THE COMPANY.
EACH SUCH ANNUAL BONUS SHALL BE PAID
NO LATER THAN TWO AND A HALF MONTHS AFTER THE END OF THE FISCAL YEAR FOR WHICH
THE ANNUAL BONUS IS AWARDED, UNLESS THE EXECUTIVE SHALL ELECT TO DEFER THE
RECEIPT OF SUCH ANNUAL BONUS PURSUANT TO AN ARRANGEMENT THAT MEETS THE
REQUIREMENTS OF SECTION 409A OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE").
(3)
INCENTIVE, SAVINGS AND RETIREMENT PLANS.
DURING THE EMPLOYMENT
PERIOD, THE EXECUTIVE SHALL BE ENTITLED TO PARTICIPATE IN ALL CASH INCENTIVE,
EQUITY INCENTIVE, SAVINGS AND RETIREMENT PLANS, PRACTICES, POLICIES, AND
PROGRAMS APPLICABLE GENERALLY TO OTHER PEER EXECUTIVES OF THE COMPANY AND