ELECT AT LEAST FIFTY (50%) PERCENT OF THE
DIRECTORS OF SUCH CORPORATION OR ENTITY, OR SUCH OTHER RELATIONSHIP WHICH IN
FACT CONSTITUTES ACTUAL CONTROL.
4.
TERM OF AGREEMENT. THE INITIAL TERM OF WENNER'S EMPLOYMENT UNDER
THIS AGREEMENT SHALL COMMENCE ON THE EFFECTIVE DATE AND END ON DECEMBER 31,
2010; PROVIDED THAT UNLESS NOTICE OF TERMINATION HAS BEEN PROVIDED IN ACCORDANCE
WITH PARAGRAPH 7(A) AT LEAST SIXTY (60) DAYS PRIOR TO THE EXPIRATION OF THE
INITIAL TERM OR ANY ADDITIONAL TWELVE (12) MONTH TERM (AS PROVIDED BELOW), OR
UNLESS THIS AGREEMENT IS OTHERWISE TERMINATED IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT, THIS AGREEMENT SHALL AUTOMATICALLY BE EXTENDED FOR ADDITIONAL
TWELVE (12) MONTH PERIODS (THE "TERM").
5.
BASE COMPENSATION. DURING THE TERM, IN CONSIDERATION FOR THE
SERVICES AS PRESIDENT AND CHIEF EXECUTIVE OFFICER REQUIRED UNDER THIS AGREEMENT,
THE CORPORATION AGREES TO PAY WENNER AN ANNUAL BASE SALARY OF FOUR HUNDRED
SEVENTY-THREE THOUSAND DOLLARS ($473,000), OR SUCH HIGHER FIGURE AS MAY BE
DETERMINED AT AN ANNUAL REVIEW OF HIS PERFORMANCE AND COMPENSATION BY THE
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS.
THE ANNUAL REVIEW OF WENNER'S
BASE SALARY SHALL BE CONDUCTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS WITHIN A REASONABLE TIME AFTER THE END OF EACH FISCAL YEAR OF THE
CORPORATION AND ANY INCREASE SHALL BE RETROACTIVE TO JANUARY 1ST OF THE THEN
CURRENT AGREEMENT YEAR. THE AMOUNT OF ANNUAL BASE SALARY SHALL BE PAYABLE IN
EQUAL INSTALLMENTS CONSISTENT WITH THE CORPORATION'S PAYROLL PAYMENT SCHEDULE
FOR OTHER EXECUTIVE EMPLOYEES OF THE CORPORATION. WENNER MAY CHOOSE TO SELECT A
PORTION OF HIS COMPENSATION TO BE PAID AS DEFERRED INCOME THROUGH QUALIFIED
PLANS OR OTHER PROGRAMS CONSISTENT WITH THE POLICY OF THE CORPORATION AND
SUBJECT TO ANY AND ALL APPLICABLE FEDERAL, STATE OR LOCAL LAWS, RULES OR
REGULATIONS.
6.
OTHER COMPENSATION AND BENEFITS. DURING THE TERM, IN ADDITION TO
HIS BASE SALARY, THE CORPORATION SHALL PROVIDE WENNER THE FOLLOWING:
(A)
INCENTIVE COMPENSATION. WENNER SHALL
PARTICIPATE IN THE COMPANY'S ANNUAL BONUS PLAN (THE "ANNUAL BONUS PLAN"), AS
SHALL BE ADOPTED AND/OR MODIFIED FROM TIME TO TIME BY THE BOARD OF DIRECTORS OR
THE COMPENSATION COMMITTEE. ANNUAL BONUS PLAN AWARDS ARE CALCULATED AS A
PERCENTAGE OF WENNER'S BASE SALARY ON THE LAST DAY OF THE ANNUAL BONUS PLAN
PERFORMANCE PERIOD. THE PERCENTAGES OF BASE SALARY THAT WENNER IS ELIGIBLE TO
RECEIVE BASED ON PERFORMANCE RANGE FROM 0% AT "THRESHOLD" TO 50% AT "TARGET" AND
TO 100% AT "MAXIMUM," AS SUCH TERMS ARE DEFINED IN THE ANNUAL BONUS PLAN.
ANNUAL BONUS PLAN AWARDS ARE PAYABLE NO LATER THAN THE 15TH DAY OF THE THIRD
MONTH FOLLOWING THE END OF EACH FISCAL YEAR OF THE CORPORATION.
IN ADDITION,
WENNER SHALL BE ELIGIBLE TO PARTICIPATE IN ALL OTHER INCENTIVE COMPENSATION
PLANS, IF ANY, THAT MAY BE ADOPTED BY THE CORPORATION FROM TIME TO TIME AND WITH
RESPECT TO WHICH THE OTHER EXECUTIVE EMPLOYEES OF THE CORPORATION ARE ELIGIBLE
TO PARTICIPATE.
(B)
VACATION. WENNER SHALL BE ENTITLED TO FOUR
(4) WEEKS OF COMPENSATED VACATION TIME DURING EACH