BOARD DURING THE TERM HEREOF. IN ADDITION, DURING
THE TERM HEREOF, AND WITHOUT FURTHER COMPENSATION, THE EXECUTIVE SHALL SERVE AS
A DIRECTOR AND/OR OFFICER OF ONE OR MORE OF THE COMPANY'S AFFILIATES (AS DEFINED
BELOW) IF SO ELECTED OR APPOINTED FROM TIME TO TIME.
(B)
DURING THE TERM HEREOF, THE EXECUTIVE SHALL BE EMPLOYED BY THE
COMPANY ON A FULL-TIME BASIS AND SHALL PERFORM SUCH DUTIES AND RESPONSIBILITIES
ON BEHALF OF THE COMPANY AND ITS AFFILIATES CONSISTENT WITH THE EXECUTIVE'S
POSITION WITH THE COMPANY AS MAY BE DESIGNATED FROM TIME TO TIME BY THE BOARD OR
BY ITS DESIGNEES. IN ADDITION, ALL SENIOR EXECUTIVES OF THE COMPANY SHALL REPORT
TO THE EXECUTIVE, UNLESS THE EXECUTIVE CHOOSES AN ALTERNATE REPORTING
RELATIONSHIP FOR ANY SUCH SENIOR EXECUTIVE.
(C)
DURING THE TERM OF THE EXECUTIVE'S EMPLOYMENT, THE EXECUTIVE SHALL
DEVOTE THE EXECUTIVE'S FULL BUSINESS TIME AND THE EXECUTIVE'S BEST EFFORTS,
BUSINESS JUDGMENT, SKILL AND KNOWLEDGE EXCLUSIVELY TO THE ADVANCEMENT OF THE
BUSINESS AND INTERESTS OF THE COMPANY AND ITS AFFILIATES AND TO THE DISCHARGE OF
THE EXECUTIVE'S DUTIES AND RESPONSIBILITIES HEREUNDER. THE EXECUTIVE SHALL NOT
ENGAGE IN ANY OTHER BUSINESS ACTIVITY OR SERVE IN ANY INDUSTRY, TRADE,
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 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 FOUR HUNDRED SEVENTY-FIVE THOUSAND
DOLLARS ($475,000) PER ANNUM, PAYABLE IN ACCORDANCE WITH THE NORMAL PAYROLL
PRACTICES OF THE COMPANY FOR ITS EXECUTIVES AND SUBJECT TO INCREASE (BUT NOT
DECREASE) FROM TIME TO TIME BY THE BOARD, IN ITS DISCRETION. THE BOARD WILL
REVIEW THE EXECUTIVE'S BASE SALARY EACH YEAR. SUCH BASE SALARY, AS FROM TIME TO
TIME INCREASED, IS HEREAFTER REFERRED TO AS THE "BASE SALARY".
(B)
ANNUAL BONUS COMPENSATION.
(I)
DURING THE TERM HEREOF AND BEGINNING WITH THE FIRST FISCAL YEAR
AFTER THE CLOSING DATE, EXECUTIVE SHALL BE ELIGIBLE TO RECEIVE AN ANNUAL BONUS
OF 100% OF BASE SALARY (THE "TARGET BONUS"), SUBJECT TO THE ACHIEVEMENT OF AN
EBITDA TARGET SET BY THE CHAIRMAN OF THE BOARD (AFTER CONSULTATION WITH THE
EXECUTIVE), APPROVED BY THE BOARD AND SUBJECT TO THE TERMS AND CONDITIONS OF ANY
APPLICABLE ANNUAL INCENTIVE PROGRAM IN
2
EFFECT FROM TIME TO TIME (THE "INCENTIVE PLAN"). THE AMOUNT OF ANY BONUS AWARDED
(WHETHER MORE THAN OR LESS THAN THE TARGET BONUS) SHALL BE DETERMINED BY THE
BOARD, BASED UPON THE ACHIEVEMENT OF THE EBITDA TARGET, AFTER THE COMPLETION OF
THE COMPANY'S ANNUAL AUDIT AND THE BOARD'S REVIEW THEREOF, AND SHALL FURTHER BE
SUBJECT TO THE TERMS OF THE INCENTIVE PLAN AS IN EFFECT FROM TIME TO TIME.
EXCEPT AS OTHERWISE EXPRESSLY