OF DIRECTORS
OF THE
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COMPANY OR ANY POLICY, RULE OR PROCEDURE OF THE COMPANY IN FORCE FROM TIME TO
TIME.
(B)
"TERMINATION AT WILL" SHALL MEAN TERMINATION BY THE COMPANY OF EMPLOYEE'S
EMPLOYMENT BY THE COMPANY OTHER THAN (I) TERMINATION FOR CAUSE, (II) TERMINATION
BY REASON OR DISABILITY (III) TERMINATION BY REASON OF EMPLOYEE'S DEATH AS
DESCRIBED IN SECTION 2.5, AND (IV) VOLUNTARY TERMINATION.
(C)
"VOLUNTARY TERMINATION" SHALL MEAN TERMINATION BY EMPLOYEE OF EMPLOYEE'S
EMPLOYMENT OTHER THAN (I) TERMINATION BY REASON OF DISABILITY AND
(II) TERMINATION BY REASON OF EMPLOYEE'S DEATH AS DESCRIBED IN SECTION 2.5.
3.
SALARY, BENEFITS AND BONUS
COMPENSATION.
3.1
BASE SALARY.
AS PAYMENT FOR THE SERVICES TO
BE RENDERED BY EMPLOYEE AS PROVIDED IN SECTION 1 AND SUBJECT TO THE TERMS AND
CONDITIONS OF SECTION 2, THE COMPANY AGREES TO PAY TO EMPLOYEE A "BASE SALARY"
AT THE RATE OF $325,000 PER ANNUM PAYABLE IN ACCORDANCE WITH THE COMPANY'S
REGULAR PAYROLL PRACTICES.
SUCH RATE AND EMPLOYEE'S PERFORMANCE SHALL BE
REVIEWED BY THE COMPANY'S BOARD OF DIRECTORS ON AN ANNUAL BASIS, COMMENCING
JANUARY 1, 2006, FOR A DETERMINATION OF WHETHER AN ADJUSTMENT IN EMPLOYEE'S BASE
SALARY SHOULD BE MADE, WHICH ADJUSTMENT SHALL BE IN SOLE DISCRETION OF THE
COMPANY'S BOARD OF DIRECTORS.
3.2
ANNUAL BONUS. EMPLOYEE SHALL BE ENTITLED TO
AN ANNUAL BONUS OF 60% OF EMPLOYEE'S BASE SALARY BASED UPON THE COMPANY
ACHIEVING CERTAIN PERFORMANCE GOALS MUTUALLY AGREED UPON IN WRITING BY THE
COMPANY AND EMPLOYEE; PROVIDED, HOWEVER, THAT FOR THE TWELVE-MONTH PERIOD ENDING
DECEMBER 31, 2005, ONE-HALF OF THE ANNUAL BONUS IS GUARANTEED.
3.3
EQUITY AWARD.
EMPLOYEE SHALL BE ENTITLED TO
AN AWARD OF UP TO 2.5% OF THE CLASS B MEMBERSHIP INTERESTS OF TWC HOLDING LLC, A
DELAWARE LIMITED LIABILITY COMPANY AND THE OWNER OF ALL OF THE OUTSTANDING
COMMON STOCK OF THE COMPANY, AT NOMINAL OR NO COST, WHICH EQUITY AWARD SHALL
VEST OVER A FIVE-YEAR PERIOD, SUBJECT TO ACCELERATION UPON A CHANGE OF CONTROL
OF THE COMPANY, ALL PURSUANT TO THE TERMS AND CONDITIONS OF THE LIMITED
LIABILITY COMPANY OPERATING AGREEMENT OF TWC HOLDING LLC, A COPY OF WHICH HAS
BEEN FURNISHED TO EMPLOYEE.
3.4
ADDITIONAL BENEFITS.
DURING THE TERM OF
THIS AGREEMENT, EMPLOYEE SHALL BE ENTITLED TO THE FOLLOWING FRINGE BENEFITS:
(A)
EMPLOYEE BENEFITS.
EMPLOYEE SHALL BE INCLUDED IN ALL GROUP INSURANCE PLANS
AND OTHER BENEFIT PLANS AND PROGRAMS MADE AVAILABLE TO MANAGEMENT EMPLOYEES OF
THE COMPANY.
(B)
VACATION.
EMPLOYEE SHALL BE ENTITLED TO FOUR WEEKS VACATION DURING EACH
TWELVE-MONTH PERIOD.
(C)
REIMBURSEMENT FOR EXPENSES.
THE COMPANY SHALL REIMBURSE EMPLOYEE FOR
REASONABLE AND PROPERLY DOCUMENTED OUT-OF-POCKET BUSINESS AND/OR ENTERTAINMENT
EXPENSES INCURRED BY EMPLOYEE IN CONNECTION WITH HIS DUTIES UNDER THIS
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AGREEMENT IN ACCORDANCE WITH THE COMPANY'S REIMBURSEMENT POLICY IN EFFECT FROM
TIME TO TIME.
4.
SEVERANCE COMPENSATION.
4.1
SEVERANCE COMPENSATION IN THE EVENT OF A
TERMINATION AT WILL OR TERMINATION BY REASON OF DISABILITY.
IN THE EVENT
EMPLOYEE'S EMPLOYMENT IS TERMINATED IN A TERMINATION AT WILL OR A TERMINATION BY
REASON OF DISABILITY PRIOR TO THE END