APPROPRIATE CIVIC, CHARITABLE, RELIGIOUS OR PERSONAL
ACTIVITIES THAT DO NOT CONFLICT OR INTERFERE WITH THE PROPER PERFORMANCE OF HIS
DUTIES HEREUNDER.
HOWEVER, THE EXECUTIVE SHALL NOT ENGAGE IN ANY OTHER BUSINESS
ACTIVITY OR SERVE IN ANY INDUSTRY, PROFESSIONAL, GOVERNMENTAL OR ACADEMIC
POSITION DURING THE TERM OF THIS AGREEMENT, EXCEPT AS MAY BE EXPRESSLY APPROVED
IN ADVANCE BY THE BOARD 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 IMMEDIATE 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 ONE MILLION DOLLARS
($1,000,000) PER ANNUM, PAYABLE IN ACCORDANCE WITH THE PAYROLL PRACTICES OF THE
COMPANY FOR ITS EXECUTIVES AND SUBJECT TO INCREASE FROM TIME TO TIME BY THE
BOARD, IN ITS SOLE DISCRETION.
SUCH BASE SALARY, AS FROM TIME TO TIME
INCREASED, IS HEREAFTER REFERRED TO AS THE "BASE SALARY".
(B)
BONUSES.
FOR EACH FISCAL YEAR COMPLETED
DURING THE TERM HEREOF, THE EXECUTIVE SHALL BE ELIGIBLE TO EARN AN ANNUAL BONUS,
SUBJECT TO THE ACHIEVEMENT OF SUCH PERFORMANCE TARGETS AS SHALL BE DETERMINED IN
THE DISCRETION OF THE BOARD.
THE EXECUTIVE'S TARGET BONUS SHALL BE ONE HUNDRED
PERCENT (100%) OF BASE SALARY, WITH A MAXIMUM BONUS POTENTIAL OF TWO HUNDRED
PERCENT (200%) OF BASE SALARY FOR PERFORMANCE IN EXCESS OF THE PERFORMANCE
TARGETS AND WITH THE ACTUAL AMOUNT OF BONUS, IF ANY, TO BE DETERMINED BY THE
BOARD IN ITS SOLE DISCRETION.
SUCH BONUS IS HEREAFTER REFERRED TO AS THE
"ANNUAL BONUS."
FOR THE YEAR ENDING DECEMBER 31, 2007, THE ANNUAL BONUS WILL BE
PRORATED TO REFLECT THE ACTUAL COMMENCEMENT OF THE EXECUTIVE'S EMPLOYMENT.
(C)
VACATIONS.
DURING THE TERM HEREOF, THE
EXECUTIVE SHALL BE ENTITLED TO EARN VACATION AT THE RATE OF FIVE (5) WEEKS PER
YEAR, TO BE TAKEN AT SUCH TIMES AND INTERVALS AS SHALL BE DETERMINED BY THE
EXECUTIVE, SUBJECT TO THE REASONABLE BUSINESS NEEDS OF THE COMPANY AND THE
APPROVAL OF THE PERSON TO WHOM THE EXECUTIVE REPORTS.
VACATION SHALL OTHERWISE
BE GOVERNED BY THE POLICIES OF THE COMPANY, AS IN EFFECT FROM TIME TO TIME.
2
(D)
OTHER BENEFITS.
DURING THE TERM HEREOF, THE
EXECUTIVE SHALL BE ENTITLED TO PARTICIPATE IN ANY AND ALL EMPLOYEE BENEFIT PLANS
FROM TIME TO TIME IN EFFECT FOR SENIOR EXECUTIVES OF THE COMPANY GENERALLY.
SUCH PARTICIPATION SHALL BE SUBJECT TO THE TERMS OF THE APPLICABLE PLAN
DOCUMENTS AND GENERALLY APPLICABLE COMPANY POLICIES.
FOR PURPOSES OF THIS
AGREEMENT, "EMPLOYEE BENEFIT PLAN" SHALL HAVE THE MEANING ASCRIBED TO SUCH TERM
IN SECTION 3(3) OF ERISA, AS AMENDED FROM TIME TO TIME.
(E)
BUSINESS EXPENSES.
THE COMPANY SHALL PAY
OR REIMBURSE THE EXECUTIVE FOR ALL REASONABLE, CUSTOMARY AND NECESSARY BUSINESS
EXPENSES INCURRED OR PAID BY THE EXECUTIVE IN THE PERFORMANCE OF HIS DUTIES AND
RESPONSIBILITIES HEREUNDER, SUBJECT TO ANY MAXIMUM ANNUAL LIMIT