AGREE TO COMPLY WITH THE POLICIES AND PROCEDURES OF THE COMPANY AS
MAY BE ADOPTED AND CHANGED FROM TIME TO TIME, INCLUDING THOSE DESCRIBED IN THE
COMPANY'S EMPLOYEE HANDBOOK. MATERIAL CHANGES TO POLICIES AND PROCEDURES MAY BE
MADE FROM TIME TO TIME BY THE BOARD OF DIRECTORS. IF THIS AGREEMENT CONFLICTS
WITH SUCH POLICIES OR PROCEDURES, THIS AGREEMENT WILL CONTROL.
2.
COMPENSATION.
A.
BASE SALARY.
DURING THE TERM OF THIS AGREEMENT, COMPANY SHALL PAY TO
YOU A BASE SALARY OF $306,860 PER YEAR, INCREASED AS SET FORTH BELOW (BASE
SALARY), SUBJECT TO ALL APPLICABLE WITHHOLDINGS. YOUR BASE SALARY SHALL BE
INCREASED EACH AUGUST 1 IN AN AMOUNT EQUAL TO THE PRODUCT OF THE BASE SALARY (AS
PREVIOUSLY INCREASED) AND THE PERCENTAGE INCREASE, IF ANY, OF THE CONSUMER PRICE
INDEX FOR ALL URBAN CONSUMERS, REGION SOUTH, PUBLISHED BY THE U.S. BUREAU OF
LABOR STATISTICS OVER THE PRIOR YEAR'S CONSUMER PRICE INDEX FOR ALL URBAN
CONSUMERS, REGION SOUTH, PUBLISHED BY THE U.S. BUREAU OF LABOR STATISTICS. IN
ADDITION, YOUR BASE SALARY MAY BE ADJUSTED ANNUALLY AT THE DISCRETION OF THE
BOARD OF DIRECTORS, HOWEVER THESE ADJUSTMENTS MAY ONLY BE INCREASES AND NOT
DECREASES. YOUR BASE SALARY SHALL BE PAID TO YOU IN ACCORDANCE WITH THE
COMPANY'S NORMAL PAYROLL PRACTICES.
B.
BONUS.
DURING THE TERM OF THIS AGREEMENT, YOU WILL RECEIVE AN ANNUAL
BONUS IF YOUR PERFORMANCE AND THE COMPANY'S PERFORMANCE MEETS CERTAIN CRITERIA
ESTABLISHED FROM YEAR TO YEAR BY THE COMPANY'S BOARD OF DIRECTORS (THE BONUS).
YOU WILL NOT RECEIVE ANY BONUS IF, DUE TO TERMINATION FOR CAUSE, YOU ARE NOT
EMPLOYED ON THE LAST DAY OF THE YEAR FOR WHICH THE BONUS IS TO BE PAID,
OTHERWISE THE BONUS IS TO BE PRORATED. THE BONUS WILL BE SUBJECT TO ALL
APPLICABLE WITHHOLDINGS AND WILL BE PAID IN ACCORDANCE WITH THE COMPANY'S ANNUAL
BONUS INCENTIVE PLAN. IN THE EVENT OF A CHANGE OF CONTROL, THE COMPANY AND YOUR
INDIVIDUAL PERFORMANCE TARGETS FOR THE ANNUAL BONUS INCENTIVE PLAN SHALL BE
DEEMED TO BE MET IN FULL FOR THE REMAINDER OF THE PLAN YEAR IN WHICH THE CHANGE
OF CONTROL OCCURS. PAYMENT OF SUCH BONUS SHALL BE MADE TO YOU ON THE EARLIER OF
(I) YOUR TERMINATION PURSUANT TO SECTION 5C HEREOF, OR (II) IN ACCORDANCE WITH
THE PAYMENT SCHEDULE SET FORTH IN THE BONUS PLAN.
2
C.
EXECUTIVE BENEFITS.
YOU SHALL BE ENTITLED TO PARTICIPATE IN ALL
BENEFIT PLANS AS SHALL BE IN EFFECT FOR ALL EXECUTIVE LEVEL PERSONNEL OR
APPLICABLE GENERALLY TO EMPLOYEES OF THE COMPANY FROM TIME TO TIME, SUBJECT TO
THE TERMS AND CONDITIONS OF SUCH PLANS AND PROGRAMS.
3.
TERM. THIS AGREEMENT SHALL CONTINUE UNTIL TERMINATED BY EITHER PARTY
IN ACCORDANCE WITH SECTION 4 HEREOF.
In the event of a Change of Control, Your rights thereafter under this Agreement
shall become permanent, are not terminable, and cannot be affected by any
corporate action without Your consent, except as is provided for in Section 4 of
this Agreement with respect to death or normal retirement, termination by the
Company