OF THE MANAGEMENT EXECUTIVES OF
PARENT AND ITS SUBSIDIARIES, EXECUTIVE'S BASE SALARY MAY BE REDUCED BY A
PERCENTAGE AMOUNT EQUAL TO THE AVERAGE AMOUNT OF THE PERCENTAGE DECREASE
AFFECTING SUCH OTHER MANAGEMENT EXECUTIVES, BUT IN NO EVENT MORE THAN 10%.
ANY
COMPENSATION WHICH MAY BE PAID TO THE EXECUTIVE UNDER ANY ADDITIONAL
COMPENSATION OR INCENTIVE PLAN OF THE CORPORATION OR PARENT OR WHICH MAY BE
OTHERWISE AUTHORIZED FROM TIME TO TIME BY THE BOARD (OR AN APPROPRIATE COMMITTEE
THEREOF) SHALL BE IN ADDITION TO THE BASE SALARY TO WHICH THE EXECUTIVE SHALL BE
ENTITLED UNDER THIS AGREEMENT.
(B)
SALARY INCREASES.
DURING THE PERIOD OF
EMPLOYMENT AS PROVIDED IN SECTION 1(B) HEREOF, THE BASE SALARY OF THE EXECUTIVE
SHALL BE REVIEWED NO LESS FREQUENTLY THAN ANNUALLY BY THE BOARD TO DETERMINE
WHETHER OR NOT THE SAME SHOULD BE INCREASED IN LIGHT OF THE DUTIES AND
RESPONSIBILITIES OF THE EXECUTIVE AND THE PERFORMANCE THEREOF, AND IF IT IS
DETERMINED THAT AN INCREASE IS MERITED, SUCH INCREASE SHALL BE PROMPTLY PUT INTO
EFFECT AND THE BASE SALARY OF THE EXECUTIVE AS SO INCREASED SHALL CONSTITUTE THE
BASE SALARY OF THE EXECUTIVE FOR PURPOSES OF SECTION 3(A).
4.
ANNUAL BONUSES.
FOR EACH FISCAL YEAR
DURING THE TERM OF EMPLOYMENT, THE EXECUTIVE SHALL BE ELIGIBLE TO RECEIVE A
BONUS PAYABLE IN CASH AND/OR IN PARENT'S COMMON STOCK.
THE AMOUNT OF THE BONUS
SHALL BE BASED ON THE ACHIEVEMENT OF CERTAIN OPERATING AND/OR FINANCIAL GOALS,
IN ACCORDANCE WITH THE TERMS OF A BONUS PLAN ADOPTED AND ADMINISTERED BY THE
BOARD FOR SENIOR EXECUTIVES OF THE PARENT AND ITS SUBSIDIARIES, WHICH PLAN MAY
BE AMENDED FROM TIME TO TIME BY THE BOARD IN ITS DISCRETION.
EXECUTIVE'S TARGET
ANNUAL BONUS FOR FISCAL YEAR 2006 WILL BE EQUAL TO 0.60 TIMES HIS CURRENT ANNUAL
SALARY.
5.
EQUITY INCENTIVE COMPENSATION.
DURING
THE TERM OF EMPLOYMENT HEREUNDER THE EXECUTIVE SHALL BE ELIGIBLE TO PARTICIPATE,
IN AN APPROPRIATE MANNER RELATIVE TO OTHER SENIOR EXECUTIVES OF THE PARENT AND
ITS SUBSIDIARIES, IN ANY EQUITY-BASED INCENTIVE COMPENSATION PLAN OR PROGRAM
APPROVED BY THE BOARD FROM TIME TO TIME, INCLUDING (BUT NOT BY WAY OF
LIMITATION) ANY PLAN PROVIDING FOR THE GRANTING OF (A) OPTIONS TO PURCHASE STOCK
OF THE PARENT, (B) RESTRICTED STOCK OF THE PARENT OR (C) SIMILAR EQUITY-BASED
UNITS OR INTERESTS.
6.
OTHER BENEFITS.
IN ADDITION TO THE
COMPENSATION DESCRIBED IN SECTIONS 3, 4 AND 5, ABOVE, THE EXECUTIVE SHALL ALSO
BE ENTITLED TO THE FOLLOWING:
(A)
PARTICIPATION IN BENEFIT PLANS.
THE
EXECUTIVE SHALL BE ENTITLED TO PARTICIPATE IN ALL OF THE VARIOUS RETIREMENT,
WELFARE, DISABILITY, FRINGE BENEFIT, EXECUTIVE PERQUISITE AND EXPENSE
REIMBURSEMENT PLANS, AND ANY OTHER PROGRAMS AND ARRANGEMENTS OF THE CORPORATION
AND PARENT TO THE EXTENT THE EXECUTIVE IS ELIGIBLE FOR PARTICIPATION UNDER THE
2
TERMS OF SUCH PLANS, PROGRAMS AND ARRANGEMENTS, WITH THE PARTICIPATION LEVELS TO
BE DETERMINED BY EXECUTIVE'S SALARY, POSITION AND TENURE, AND SUCH OTHER FACTORS
AS APPLY IN SUCH PLANS AND PROGRAMS.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
IN THIS AGREEMENT, THE EXECUTIVE SHALL ALSO BE