PLAN AS DETERMINED BY THE
COMPENSATION COMMITTEE OF THE COMPANY'S BOARD OF DIRECTORS (THE "COMPENSATION
COMMITTEE").
THE TOTAL ANNUAL BONUS THAT MAY BE EARNED BY YOU FOR ANY CALENDAR
YEAR IS REFERRED TO HEREIN AS THE "ANNUAL BONUS."
YOUR ANNUAL BONUS SHALL BE
DETERMINED BY THE COMPENSATION COMMITTEE CONSISTENTLY WITH AND ON THE SAME BASIS
AS, AND SHALL HAVE TERMS AND CONDITIONS NO LESS FAVORABLE THAN THOSE THAT APPLY
TO, OTHER SIMILARLY SITUATED EXECUTIVES OF THE COMPANY, PROVIDED THAT YOU SHALL
BE ENTITLED TO A MINIMUM ANNUAL BONUS EQUAL TO TWO HUNDRED THOUSAND DOLLARS
($200,000) FOR EACH COMPLETED CALENDAR YEAR ENDING DURING THE TERM (EXCLUDING
ANY NOTICE PERIOD, AS DEFINED BELOW, UPON A VOLUNTARY TERMINATION WITHOUT GOOD
REASON, AS DEFINED BELOW).
YOUR ANNUAL BONUSES MAY, AT THE DISCRETION OF THE
COMPENSATION COMMITTEE, AND CONSISTENT WITH SIMILARLY SITUATED EXECUTIVES OF THE
COMPANY, INCLUDE A CERTAIN PERCENTAGE OF RESTRICTED SECURITIES, OTHER STOCK OR
SECURITY-BASED AWARDS OR DEFERRED CASH OR OTHER DEFERRED COMPENSATION.
(C)
BENEFITS.
DURING THE TERM, YOU WILL BE ENTITLED TO EMPLOYEE
BENEFITS, FRINGE BENEFITS AND PERQUISITES CONSISTENT WITH, AND ON THE SAME BASIS
AS, SIMILARLY SITUATED EXECUTIVES OF THE COMPANY, SUBJECT TO THE TERMS OF THE
TRANSACTION AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS CONTAINED
IN SECTION 7.6 THEREOF.
(D)
EXPENSE REIMBURSEMENT.
DURING THE TERM, THE COMPANY SHALL
REIMBURSE YOU FOR ALL REASONABLE EXPENSES INCURRED BY YOU IN THE PERFORMANCE OF
YOUR DUTIES IN ACCORDANCE WITH THE COMPANY'S POLICIES APPLICABLE TO SIMILARLY
SITUATED EXECUTIVES OF THE COMPANY.
ALL REIMBURSEMENTS PROVIDED UNDER THIS
AGREEMENT SHALL BE MADE OR PROVIDED IN ACCORDANCE WITH THE REQUIREMENTS OF
SECTION 409A ("SECTION 409A") OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE").
(E)
VACATION.
DURING THE TERM, YOU SHALL BE ELIGIBLE FOR PAID-TIME
OFF IN ACCORDANCE WITH THE COMPANY'S VACATION POLICY.
4.
TERMINATION OF EMPLOYMENT.
(A)
BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR FOR CAUSE; BY
YOU FOR GOOD REASON.
IF YOUR EMPLOYMENT IS TERMINATED (I) BY THE COMPANY FOR
ANY REASON OTHER THAN DUE TO (X) YOUR DEATH OR DISABILITY (AS DEFINED BELOW) OR
(Y) FOR CAUSE (AS DEFINED BELOW) OR (II) BY YOU UPON RESIGNATION FOR GOOD REASON
(AS DEFINED BELOW), YOU SHALL BE ENTITLED TO RECEIVE (A) THAT PORTION OF YOUR
BASE SALARY EARNED, BUT UNPAID AS OF THE DATE OF TERMINATION, PAID WITHIN THIRTY
(30) DAYS OF THE DATE OF YOUR TERMINATION, (B) ANY ANNUAL BONUS EARNED BY YOU
FOR A PRIOR COMPLETED CALENDAR YEAR TO THE EXTENT NOT THERETOFORE PAID AND NOT
THERETOFORE DEFERRED (WITH ANY SUCH DEFERRED AMOUNTS TO BE PAID IN ACCORDANCE
WITH AND AT THE TIMES SET FORTH IN THE APPLICABLE
2
DEFERRAL ARRANGEMENT) PAID AT THE SAME TIME AS ALL OTHER COMPANY ANNUAL BONUSES
ARE PAID FOR THE YEAR IN WHICH YOUR EMPLOYMENT TERMINATES, BUT IN NO EVENT LATER
THAN MARCH 15 OF THE CALENDAR YEAR FOLLOWING THE YEAR IN WHICH YOUR EMPLOYMENT
TERMINATES (THE AMOUNTS DESCRIBED IN CLAUSES (A) AND (B), AND THE TIMES AT WHICH
SUCH AMOUNTS ARE PAID, SHALL