COMPANY
(OR TO SUCH OTHER PERSON OR CORPORATE BODY AS CIRCUMSTANCES MAY REQUIRE).
EXECUTIVE SHALL HAVE SUCH DUTIES AND RESPONSIBILITIES AS ARE CUSTOMARILY
ASSIGNED TO INDIVIDUALS SERVING IN SUCH POSITION, AND SUCH OTHER DUTIES
CONSISTENT WITH EXECUTIVE'S TITLE AND POSITION AS THE BOARD OF DIRECTORS OF THE
COMPANY (THE "BOARD") SPECIFIES FROM TIME TO TIME, INCLUDING PRIMARY
RESPONSIBILITY FOR THE COMPANY'S GLOBAL FINANCE, INFORMATION TECHNOLOGY AND
PURCHASING FUNCTIONS.
EXECUTIVE SHALL DEVOTE ALL OF EXECUTIVE'S SKILL,
KNOWLEDGE AND BUSINESS TIME TO THE CONSCIENTIOUS PERFORMANCE OF SUCH DUTIES AND
RESPONSIBILITIES, EXCEPT FOR VACATION TIME AS SET FORTH IN SECTION 6(C), ABSENCE
FOR SICKNESS OR SIMILAR DISABILITY AND TIME SPENT PERFORMING SERVICES FOR ANY
FOR-PROFIT BUSINESS, CHARITABLE, RELIGIOUS OR COMMUNITY ORGANIZATIONS (WHICH
SUCH ORGANIZATION OR ORGANIZATIONS SHALL BE SUBJECT TO PRIOR APPROVAL BY THE
BOARD (OR ITS DESIGNEE) IN ITS SOLE DISCRETION), SO LONG AS SUCH SERVICES DO
NOT, INDIVIDUALLY OR IN THE AGGREGATE, MATERIALLY INTERFERE WITH THE PERFORMANCE
OF EXECUTIVE'S DUTIES HEREUNDER.
3.
BASE SALARY.
As compensation for the services to be performed by Executive during the
Employment Period, the Company shall pay Executive a base salary at an
annualized rate of $450,000, payable in periodic installments in accordance with
the Company's regular payroll practices (but no less frequently than monthly).
The Compensation Committee of the Board (the "Compensation Committee") shall
review Executive's base salary annually during the Employment Period and, in its
sole discretion, may increase (but not decrease) such base salary from time to
time.
The annual base salary payable to Executive under this Section 3, as the
same may be increased from time to time, shall hereinafter be referred to as the
"Base Salary."
4.
INCENTIVE COMPENSATION.
(A)
MANAGEMENT INCENTIVE PLAN.
FOR EACH FULL FISCAL YEAR OF THE
COMPANY THAT BEGINS DURING THE EMPLOYMENT PERIOD, EXECUTIVE SHALL BE ENTITLED TO
PARTICIPATE IN THE COMPANY'S MANAGEMENT INCENTIVE PLAN (AS AMENDED, THE "MIP")
IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE MIP AND ON A BASIS THAT IS
COMMENSURATE WITH EXECUTIVE'S POSITION AND DUTIES WITH THE COMPANY.
FOR EACH
SUCH FISCAL YEAR, EXECUTIVE SHALL HAVE AN ANNUAL BONUS OPPORTUNITY OF NOT LESS
THAN 80% OF BASE SALARY.
FOR THE COMPANY'S 2005 FISCAL YEAR, EXECUTIVE SHALL
RECEIVE A GUARANTEED CASH BONUS EQUAL TO $150,000, WHICH SHALL BE PAID AT THE
SAME TIME AS OTHER SENIOR EXECUTIVES OF THE COMPANY WOULD BE
2
ENTITLED TO RECEIVE BONUSES, IF ANY, PURSUANT TO THE MIP.
FOR THE COMPANY'S
2006 FISCAL YEAR, EXECUTIVE'S ANNUAL 80% BONUS OPPORTUNITY SHALL BE EVALUATED
BASED ON THE EXTENT TO WHICH CERTAIN PERFORMANCE TARGETS (WHICH WILL BE
DETERMINED BY DECEMBER 31, 2005) HAVE BEEN ACHIEVED.
NOTWITHSTANDING ANYTHING
TO THE CONTRARY CONTAINED IN THIS SECTION 4(A) OR THE MIP, AND EXCEPT AS
OTHERWISE PROVIDED IN SECTION 7, EXECUTIVE SHALL BE ENTITLED TO RECEIVE A BONUS
FOR ANY GIVEN FISCAL YEAR PURSUANT TO THIS SECTION 4(A) OR THE MIP ONLY IF
EXECUTIVE IS EMPLOYED ON THE DATE BONUSES ARE PAID TO SENIOR EXECUTIVES OF THE
COMPANY.
(B)
EQUITY COMPENSATION.
(I)
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