REASONABLY REQUIRED BY THE COMPANY TO PERFORM HIS DUTIES AND
RESPONSIBILITIES.
(D)
FOR PURPOSES OF THIS AGREEMENT, "SUBSIDIARIES" SHALL MEAN ANY
CORPORATION OR OTHER ENTITY OF WHICH THE SECURITIES OR OTHER OWNERSHIP INTERESTS
HAVING THE VOTING POWER TO ELECT A MAJORITY OF THE BOARD OF DIRECTORS OR OTHER
GOVERNING BODY ARE, AT THE TIME OF DETERMINATION, OWNED BY PARENT, DIRECTLY OR
THROUGH ONE OF MORE SUBSIDIARIES (INCLUDING, WITHOUT LIMITATION, THE COMPANY).
3.
COMPENSATION AND BENEFITS.
(A)
DURING THE EMPLOYMENT PERIOD, EXECUTIVE'S BASE SALARY SHALL BE
$142,000 PER ANNUM OR SUCH OTHER RATE AS THE BOARD MAY DETERMINE FROM TIME TO
TIME (THE "BASE SALARY").
EXECUTIVE'S BASE SALARY (AS IN EFFECT FROM TIME TO
TIME) SHALL BE REVIEWED ON NO LESS THAN AN ANNUAL BASIS, AND, WITHOUT THE PRIOR
WRITTEN CONSENT OF EXECUTIVE, IT SHALL NOT BE REDUCED DURING THE EMPLOYMENT
PERIOD (EXCEPT AS PART OF A GENERAL REDUCTION IN THE BASE SALARIES FOR ALL
EXECUTIVE OFFICERS OF THE COMPANY).
EXECUTIVE'S BASE SALARY SHALL BE PAYABLE BY
THE COMPANY IN REGULAR INSTALLMENTS IN ACCORDANCE WITH THE COMPANY'S GENERAL
PAYROLL PRACTICES (AS IN EFFECT FROM TIME TO TIME).
(B)
DURING THE EMPLOYMENT PERIOD, THE COMPANY SHALL REIMBURSE
EXECUTIVE FOR ALL REASONABLE BUSINESS EXPENSES INCURRED BY HIM IN THE COURSE OF
PERFORMING HIS DUTIES AND RESPONSIBILITIES UNDER THIS AGREEMENT WHICH ARE
CONSISTENT WITH THE COMPANY'S POLICIES IN EFFECT FROM TIME TO TIME WITH RESPECT
TO TRAVEL, ENTERTAINMENT AND OTHER BUSINESS EXPENSES, SUBJECT TO THE COMPANY'S
REQUIREMENTS WITH RESPECT TO REPORTING AND DOCUMENTATION OF SUCH EXPENSES.
(C)
IN ADDITION TO THE BASE SALARY, EXECUTIVE SHALL BE ELIGIBLE TO
RECEIVE A PERFORMANCE BONUS WITH RESPECT TO EACH YEAR DURING THE EMPLOYMENT
PERIOD IN AN AGGREGATE TARGET AMOUNT OF UP TO 80% OF EXECUTIVE'S BASE SALARY;
PROVIDED THAT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006 (TO THE EXTENT NOT
ALREADY PAID PRIOR TO THE EFFECTIVE DATE HEREOF) AND THE FISCAL YEAR ENDED
DECEMBER 31, 2007, SUCH BONUS SHALL BE BASED ON THE MEASURES SET FORTH ON
EXHIBIT B HERETO AND PROVIDED FURTHER THAT FOR EACH FISCAL YEAR OF THE COMPANY
BEGINNING AFTER DECEMBER 31, 2007, SUCH BONUS SHALL BE BASED ON THE TERMS OF THE
COMPANY'S MANAGEMENT INCENTIVE PLAN IN EFFECT FROM TIME TO TIME AS DETERMINED BY
THE BOARD AFTER CONSULTATIONS WITH MEMBERS OF THE COMPANY'S SENIOR MANAGEMENT
TEAM.
(D)
ALL AMOUNTS PAYABLE TO EXECUTIVE AS COMPENSATION HEREUNDER SHALL
BE SUBJECT TO ALL REQUIRED AND CUSTOMARY WITHHOLDING BY THE COMPANY.
(E)
DURING THE EMPLOYMENT PERIOD, EXECUTIVE SHALL BE INCLUDED IN ALL
EMPLOYEE BENEFIT PLANS, PROGRAMS, ARRANGEMENTS (INCLUDING, WITHOUT LIMITATION,
ANY PLANS, PROGRAMS OR ARRANGEMENTS PROVIDING FOR DISABILITY BENEFITS, HEALTH
INSURANCE, VACATION AND PAID HOLIDAYS) TO THE EXTENT ESTABLISHED BY THE COMPANY
FOR, OR MADE AVAILABLE TO ALL ITS SENIOR EXECUTIVES, SUBJECT TO EXECUTIVE'S
SATISFACTION OF ALL APPLICABLE ELIGIBILITY REQUIREMENTS.
4.
TERM.
(A)
THE EMPLOYMENT PERIOD SHALL CONTINUE FROM THE EFFECTIVE DATE AND
(I) WILL TERMINATE IMMEDIATELY UPON EXECUTIVE'S RESIGNATION FOR ANY REASON (WITH
OR WITHOUT GOOD REASON (AS DEFINED BELOW)), DEATH OR DISABILITY