BASED ON THE NUMBER OF DAYS FROM AND INCLUDING THE EFFECTIVE DATE
THROUGH AND INCLUDING DECEMBER 31, 2007.
THE BASE SALARY WILL BE PAYABLE TO THE
EXECUTIVE BY THE COMPANY IN REGULAR INSTALLMENTS IN ACCORDANCE WITH THE
COMPANY'S GENERAL PAYROLL PRACTICES.
THE EXECUTIVE SHALL RECEIVE SUCH INCREASES
IN HER BASE SALARY AS THE BOARD MAY APPROVE IN ITS SOLE DISCRETION FROM TIME TO
TIME; PROVIDED THAT THE EXECUTIVE'S BASE SALARY WILL BE REVIEWED NOT LESS OFTEN
THAN ANNUALLY.
(B)
ANNUAL BONUS.
THE EXECUTIVE SHALL BE ELIGIBLE TO RECEIVE AN
ANNUAL CASH BONUS (THE "ANNUAL CASH BONUS") IN AN AMOUNT EQUAL TO FIFTY PERCENT
(50%) OF EXECUTIVE'S BASE SALARY (PRO RATED FOR 2007) IF THE COMPANY'S REVENUE,
EBITDA AND CASH FLOW FOR A FISCAL YEAR ARE EQUAL TO OR GREATER THAN THE BONUS
TARGET FOR SUCH FISCAL YEAR.
ANNUAL CASH BONUSES SHALL BE PAYABLE TO THE
EXECUTIVE ON OR BEFORE THE END OF THE FOURTH MONTH FOLLOWING THE END OF THE
RELEVANT FISCAL YEAR, BUT IN THE EVENT THAT THE COMPANY HAS NOT RECEIVED ITS
AUDITED FINANCIAL STATEMENTS FOR THE RELEVANT FISCAL YEAR BY THE DATE THAT IS
THREE AND ONE-HALF MONTHS AFTER THE END OF SUCH RELEVANT FISCAL YEAR, THE
COMPANY SHALL MAKE SUCH PAYMENT WITHIN FIFTEEN (15) DAYS (BUT NOT LATER THAN THE
LAST DAY OF THE CALENDAR YEAR FOLLOWING SUCH FISCAL YEAR) AFTER THE COMPANY'S
RECEIPT OF AUDITED FINANCIAL STATEMENTS FOR SUCH FISCAL YEAR, SO LONG AS
EXECUTIVE IS EMPLOYED BY THE COMPANY ON THE LAST DAY OF SUCH FISCAL YEAR.
(C)
SUPPLEMENTAL BONUS.
FOR FISCAL YEAR 2007 AND FOR EACH SUBSEQUENT
FISCAL YEAR DURING THE TERM, THE EXECUTIVE MAY ALSO BE ELIGIBLE TO RECEIVE A
SUPPLEMENTAL CASH BONUS (THE "SUPPLEMENTAL CASH BONUS"), IN ADDITION TO THE
ANNUAL CASH BONUS AND IN AN AMOUNT TO BE DETERMINED PURSUANT TO A SUPPLEMENTAL
BONUS PROGRAM TO BE ADOPTED IN THE DISCRETION OF THE BOARD, IF THE COMPANY'S
REVENUE, EBITDA AND CASH FLOW FOR A FISCAL YEAR ARE GREATER THAN THE BONUS
TARGET FOR SUCH FISCAL YEAR.
SUPPLEMENTAL CASH BONUSES, IF ANY, SHALL BE
PAYABLE TO EXECUTIVE AT THE SAME TIME AS ANNUAL CASH BONUSES.
(D)
WITHHOLDING.
ALL PAYMENTS MADE UNDER THIS AGREEMENT (INCLUDING
BASE SALARY, ANNUAL CASH BONUS, AND OTHER AMOUNTS) SHALL BE SUBJECT TO
WITHHOLDING FOR INCOME TAXES, PAYROLL TAXES AND OTHER LEGALLY REQUIRED
DEDUCTIONS.
(E)
EXPENSES.
THE COMPANY WILL REIMBURSE THE EXECUTIVE FOR ALL
REASONABLE EXPENSES INCURRED BY HER IN THE COURSE OF PERFORMING HER DUTIES UNDER
THIS AGREEMENT WHICH ARE CONSISTENT WITH THE COMPANY'S POLICIES IN EFFECT AT
THAT 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.
(F)
VACATION; HOLIDAY PAY AND SICK LEAVE.
THE EXECUTIVE SHALL BE
ENTITLED TO FOUR (4) WEEKS' PAID VACATION IN EACH CALENDAR YEAR, WHICH IF NOT
TAKEN DURING ANY YEAR MAY BE CARRIED FORWARD TO ANY SUBSEQUENT YEAR.
EXECUTIVE
SHALL RECEIVE HOLIDAY PAY AND PAID SICK LEAVE AS PROVIDED TO OTHER EXECUTIVE
EMPLOYEES OF HOLDINGS