PERIOD, EXECUTIVE SHALL BE
COMPENSATED FOR EXECUTIVE'S SERVICES AS FOLLOWS:
(A)
EXECUTIVE SHALL BE PAID A BASE MONTHLY SALARY OF $62,500.00,
SUBJECT TO ANY AND ALL CUSTOMARY PAYROLL DEDUCTIONS, INCLUDING DEDUCTIONS FOR
THE FEDERAL INSURANCE CONTRIBUTIONS ACT AND OTHER FEDERAL, STATE AND LOCAL
TAXES.
(B)
EXCEPT TO THE EXTENT SUCH POLICIES MAY CONTRADICT THE EXPRESS
PROVISIONS OF THIS AGREEMENT, IN WHICH CASE THE PROVISIONS OF THIS AGREEMENT
SHALL GOVERN, EXECUTIVE SHALL BE ELIGIBLE TO RECEIVE (I) FRINGE BENEFITS ON THE
SAME BASIS AS OTHER MANAGEMENT EMPLOYEES OF CGX PURSUANT TO CGX POLICIES IN
EFFECT FROM TIME TO TIME, INCLUDING HOLIDAY TIME, AND (II) SUCH VACATION TIME AS
EXECUTIVE MAY DETERMINE IN HIS DISCRETION; PROVIDED, HOWEVER, THAT SUCH VACATION
TIME SHALL NOT UNREASONABLY INTERFERE WITH THE EXECUTION BY EXECUTIVE OF HIS
DUTIES HEREUNDER AND EXECUTIVE SHALL NEITHER ACCUMULATE VACATION TIME NOR BE
ENTITLED TO CARRYOVER INTO SUBSEQUENT PERIODS OR BE PAID ANY COMPENSATION IN
ADDITION TO HIS STATED SALARY FOR ANY VACATION TIME PLANNED BUT NOT TAKEN,
REGARDLESS OF THE REASON THEREFOR; AND PROVIDED, FURTHER, THAT THE BOARD IN ITS
SOLE DISCRETION SHALL HAVE THE RIGHT AT ANY TIME TO IMPLEMENT VACATION
GUIDELINES APPLICABLE TO THE EXECUTIVE NOT LESS THAN GENERALLY APPLICABLE
COMPANY POLICY THEN IN EFFECT.
(C)
EXECUTIVE SHALL BE ELIGIBLE TO PARTICIPATE, TO THE EXTENT THAT
EXECUTIVE MEETS ALL ELIGIBILITY REQUIREMENTS OF GENERAL APPLICATION, IN EACH OF
THE EMPLOYEE BENEFIT PLANS MAINTAINED BY CGX OR IN WHICH EMPLOYEES OF CGX
GENERALLY ARE ELIGIBLE TO PARTICIPATE, INCLUDING AS OF THE DATE HEREOF, GROUP
HOSPITALIZATION, MEDICAL, DENTAL, AND SHORT AND LONG TERM DISABILITY AND LIFE
PLANS.
5.
BONUS.
IN ADDITION TO THE OTHER COMPENSATION SET FORTH HEREIN,
EXECUTIVE SHALL BE ENTITLED TO RECEIVE AN ANNUAL CASH BONUS PAYMENT IN AN AMOUNT
NOT TO EXCEED $750,000, TO BE DETERMINED (A) FOR FISCAL YEARS ENDING IN 2006 AND
2007 BY MULTIPLYING THE PERCENTAGE INCREASE IN DILUTED EARNINGS PER SHARE BY
THREE AND MULTIPLYING THE RESULT BY $750,000, (B) FOR FISCAL YEARS ENDING IN
2008, 2009, 2010 AND 2011, IN ACCORDANCE WITH THE FORMULA SET FORTH IN CLAUSE
(A), UNLESS OTHERWISE DETERMINED BY THE COMPENSATION COMMITTEE OF THE BOARD.
IF
EXECUTIVE IS EMPLOYED ON THE LAST DAY OF A FISCAL YEAR, THE BONUS FOR SUCH
FISCAL YEAR SHALL BE DEEMED EARNED AS OF SUCH DATE AND PAYABLE WHETHER OR NOT
EMPLOYMENT CONTINUES BEYOND SUCH DATE.
THE BONUS SHALL BE PAID ON OR BEFORE
JUNE 15 FOLLOWING THE FISCAL YEAR IN WHICH SUCH BONUS WAS EARNED.
FOR PURPOSES
OF THIS SECTION 5, "DILUTED EARNINGS PER SHARE" SHALL BE DETERMINED BEFORE
EXTRAORDINARY ITEMS AND CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES,
IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND AS AUDITED BY A
NATIONALLY RECOGNIZED ACCOUNTING FIRM.
6.
STOCK INCENTIVES.
IN ADDITION TO THE OTHER COMPENSATION SET
FORTH HEREIN, EXECUTIVE SHALL RECEIVE:
(A)
EFFECTIVE AS OF APRIL 1, 2006, A RESTRICTED STOCK GRANT UNITS ("RS
UNITS") COVERING THAT NUMBER OF SHARES OF CGX COMMON STOCK BEING THE GREATER OF
(I) 12,500 SHARES OR (II) THE NUMBER