less
0
%
100%
85
%
110% or more
170
%
Bonus amounts between the above amounts will be determined by straight line
interpolation (e.g., if percentage achievement is 95%, the bonus shall be 42.5%
of base salary).
For
2
computational purposes, "base salary" shall equal the amount received pursuant
to Section 3(a) for the calendar year.
(C)
EQUITY GRANT.
AS SOON AS PRACTICABLE FOLLOWING MAY 31, 2007, THE
EXECUTIVE SHALL BE GRANTED OPTIONS TO PURCHASE PARENT'S COMMON STOCK, $.01 PAR
VALUE PER SHARE, UNDER PARENT'S STOCK OPTION PLAN PURSUANT TO TERMS MUTUALLY
AGREED UPON BY THE PARTIES IN ACCORDANCE WITH THE TERMS SET FORTH ON EXHIBIT A
ATTACHED HERETO.
(D)
OTHER.
THE EXECUTIVE WILL BE ENTITLED TO SUCH HEALTH, LIFE,
DISABILITY, PENSION, SICK LEAVE AND OTHER BENEFITS AS ARE GENERALLY MADE
AVAILABLE BY THE COMPANY TO ITS EXECUTIVE EMPLOYEES.
IF THE EXECUTIVE ELECTS
NOT TO PARTICIPATE IN THE COMPANY'S GROUP HEALTH PLAN, BUT RATHER OBTAINS HEALTH
COVERAGE DIRECTLY THROUGH MINNESOTA BLUE CROSS BLUE SHIELD, OR SUCH OTHER
INSURER AS THE BOARD MAY APPROVE, THE COMPANY SHALL REIMBURSE THE EXECUTIVE FOR
THE REASONABLE COST OF SUCH COVERAGE ON A MONTHLY BASIS, BUT IN NO EVENT LATER
THAN MARCH 15TH OF THE CALENDAR YEAR FOLLOWING THE CALENDAR YEAR TO WHICH SUCH
PREMIUM EXPENSES RELATE.
THE EXECUTIVE WILL ALSO ACCRUE FIVE WEEKS PAID
VACATION DURING EACH YEAR DURING THE TERM IN ACCORDANCE WITH AND SUBJECT TO THE
COMPANY'S VACATION POLICY.
4.
TERMINATION.
(A)
DEATH.
THIS EMPLOYMENT AGREEMENT WILL AUTOMATICALLY TERMINATE
UPON THE EXECUTIVE'S DEATH.
IN THE EVENT OF SUCH TERMINATION, THE COMPANY WILL
PAY TO THE EXECUTIVE'S LEGAL REPRESENTATIVES THE SUM OF (I) 100% OF THE
EXECUTIVE'S ANNUAL BASE SALARY (AS IN EFFECT ON THE DATE OF TERMINATION (AS
DEFINED BELOW)), (II) $11,350, AND (III) ANY EARNED BUT UNPAID BONUS FOR A
CALENDAR YEAR ENDING PRIOR TO THE DATE OF TERMINATION.
SUCH AMOUNT SHALL BE
PAID TO EXECUTIVE'S ESTATE IN A SINGLE LUMP SUM PAYMENT THE 61ST DAY FOLLOWING
THE DATE OF TERMINATION.
ADDITIONALLY, THE COMPANY WILL PAY TO THE EXECUTIVE'S
LEGAL REPRESENTATIVES A PRO RATA BONUS FOR THE CALENDAR YEAR IN WHICH SUCH
TERMINATION OCCURS (BASED ON THE NUMBER OF DAYS ELAPSED IN SUCH CALENDAR YEAR
PRIOR TO THE DATE OF TERMINATION), AT THE TIME DURING THE NEXT CALENDAR YEAR
THAT THE COMPANY PAYS BONUSES TO OTHER SENIOR EXECUTIVES FOR THE CALENDAR YEAR
IN QUESTION, TO THE EXTENT SUCH BONUS WOULD BE PAYABLE BASED ON ACTUAL RESULTS
OF THE COMPANY, AS CALCULATED IN ACCORDANCE WITH SECTION 3(B) ABOVE (THE
"PRO-RATA BONUS").
ADDITIONALLY, UPON ANY TERMINATION HEREUNDER, THE
EXECUTIVE'S ESTATE SHALL BE ENTITLED TO RECEIVE ANY ACCRUED BUT UNPAID SALARY
AND UNUSED VACATION PAY THROUGH THE DATE OF TERMINATION IN ACCORDANCE WITH
SECTION 3(A) OF THIS AGREEMENT AND THE TERMS OF THE COMPANY'S VACATION PLAN OR
POLICY THEN IN EFFECT, AND ANY ACCRUED VESTED BENEFITS THROUGH ANY BENEFIT PLAN,
PROGRAM OR ARRANGEMENT OF THE COMPANY AT THE TIMES SPECIFIED THEREIN
(COLLECTIVELY, THE "ACCRUED OBLIGATIONS").
(B)
DISABILITY.
IF DURING THE TERM THE