EXECUTIVE BE RESTRICTED FROM SERVING ON THE BOARDS OF DIRECTORS OF
OTHER COMPANIES (OTHER THAN ANY COMPANIES THAT ARE IN ANY BUSINESS THAT IS
COMPETITIVE WITH ANY BUSINESS OF THE COMPANY OR ITS SUBSIDIARIES) OR PURELY
PHILANTHROPIC ORGANIZATIONS OR PARTICIPATING IN PHILANTHROPIC ACTIVITIES
ASSOCIATED WITH SUCH ORGANIZATIONS, BUT, IN EACH CASE, ONLY TO THE EXTENT THAT
SUCH SERVICE OR PARTICIPATION DOES NOT INTERFERE WITH EXECUTIVE'S EMPLOYMENT OR
DUTIES HEREUNDER.
(B)
SALARY, BONUS AND BENEFITS.
DURING THE EMPLOYMENT PERIOD, EMPLOYER WILL
PAY EXECUTIVE A BASE SALARY OF $675,000 PER ANNUM (AS ADJUSTED, THE "ANNUAL BASE
SALARY").
FOR THE FISCAL YEAR ENDING JUNE 30, 2008 AND FOR EACH FISCAL YEAR
THEREAFTER, IN EACH CASE, DURING THE EMPLOYMENT PERIOD, EXECUTIVE SHALL BE
ELIGIBLE FOR AN ANNUAL BONUS (AN "ANNUAL BONUS") IN AN AMOUNT UP TO 100% OF THE
ANNUAL BASE SALARY (OR SUCH HIGHER AMOUNT FOR ANY FISCAL YEAR AS MAY BE
DETERMINED BY THE COMPANY'S COMPENSATION COMMITTEE FROM TIME TO TIME FOR SUCH
YEAR) THEN IN EFFECT BASED UPON THE ACHIEVEMENT BY THE COMPANY, EMPLOYER AND
THEIR SUBSIDIARIES OF FINANCIAL AND OTHER OBJECTIVES SET BY THE BOARD.
AN
ANNUAL BONUS, IF ANY, WILL BE PAID TO EXECUTIVE BY EMPLOYER 120 DAYS AFTER THE
END OF THE FISCAL YEAR TO WHICH SUCH ANNUAL BONUS RELATES.
(C)
SEPARATION.
THE EMPLOYMENT PERIOD WILL CONTINUE UNTIL (I) EXECUTIVE'S
RESIGNATION, DISABILITY OR DEATH, OR (II) THE BOARD DECIDES TO TERMINATE
EXECUTIVE'S EMPLOYMENT WITH OR WITHOUT CAUSE.
IF EXECUTIVE'S EMPLOYMENT IS
TERMINATED BY EMPLOYER WITHOUT CAUSE OR BY EXECUTIVE WITH GOOD REASON, THEN
DURING THE 18-MONTH PERIOD COMMENCING ON THE DATE OF TERMINATION SUBJECT TO
EXTENSION PURSUANT TO THE FOLLOWING SENTENCE (THE "SEVERANCE PERIOD"), EMPLOYER
SHALL PAY TO EXECUTIVE AN AGGREGATE AMOUNT EQUAL TO 150% OF HIS ANNUAL BASE
SALARY PLUS 75% OF ANY ANNUAL BONUS PAID IN RESPECT OF THE FISCAL YEAR PRECEDING
THE DATE OF TERMINATION, PAYABLE IN EQUAL INSTALLMENTS ON THE EMPLOYER'S REGULAR
SALARY PAYMENT DATES (THE "WAGE SEVERANCE"), AND EXECUTIVE SHALL CONTINUE TO
PARTICIPATE IN EMPLOYEE BENEFIT PROGRAMS FOR
10
SENIOR EXECUTIVE EMPLOYEES (OTHER THAN BONUS AND INCENTIVE COMPENSATION PLANS)
TO THE EXTENT PERMITTED UNDER THE TERMS OF SUCH PROGRAMS AND UNDER APPLICABLE
LAW (COLLECTIVELY, THE "SEVERANCE PAYMENTS").
IN ADDITION, EMPLOYER SHALL HAVE
THE OPTION, BY DELIVERING WRITTEN NOTICE TO THE EXECUTIVE WITHIN 12 MONTHS AFTER
THE SEPARATION TO EXTEND THE SEVERANCE PERIOD FOR AN ADDITIONAL SIX MONTH OR
12-MONTH PERIOD DURING WHICH TIME THE COMPANY SHALL CONTINUE TO MAKE SEVERANCE
PAYMENTS TO EXECUTIVE AT THE SAME ANNUAL RATE (PRO RATED AS APPLICABLE).
NOTWITHSTANDING THE FOREGOING, (A) EXECUTIVE SHALL NOT BE ENTITLED TO RECEIVE
ANY PAYMENTS PURSUANT TO THIS SECTION 6(C) UNLESS EXECUTIVE HAS EXECUTED AND
DELIVERED TO EMPLOYER A GENERAL RELEASE IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO EMPLOYER AND WHICH SHALL IN NO EVENT CONTAIN RESTRICTIONS ON
EXECUTIVE'S FUTURE EMPLOYMENT BROADER THAN THOSE CONTAINED IN THIS AGREEMENT AND
(B) EXECUTIVE SHALL BE ENTITLED TO RECEIVE SUCH PAYMENTS ONLY SO LONG AS
EXECUTIVE HAS NOT BREACHED THE PROVISIONS OF SECTIONS 7 OR