THAT EXECUTIVE SHALL BE PERMITTED TO SERVE ON THE BOARDS
OF NON-PROFIT ENTITIES AND THE CORPORATE BOARDS SET FORTH ON EXHIBIT B HERETO SO
LONG AS SUCH PARTICIPATION IS CONSISTENT WITH PAST PRACTICE AND DOES NOT
INTERFERE WITH EXECUTIVE'S RESPONSIBILITIES AND OBLIGATIONS AS CHIEF EXECUTIVE
OFFICER OF THE COMPANY. EXECUTIVE SHALL PERFORM HIS DUTIES, RESPONSIBILITIES AND
FUNCTIONS TO THE COMPANY AND ITS SUBSIDIARIES
HEREUNDER TO THE BEST OF HIS ABILITIES IN A DILIGENT, TRUSTWORTHY, PROFESSIONAL
AND EFFICIENT MANNER AND SHALL COMPLY WITH THE COMPANY'S AND ITS SUBSIDIARIES'
POLICIES AND PROCEDURES IN ALL MATERIAL RESPECTS. SO LONG AS EXECUTIVE IS
EMPLOYED BY THE COMPANY, EXECUTIVE SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT
OF THE BOARD, ACCEPT OTHER EMPLOYMENT OR PERFORM OTHER SERVICES FOR
COMPENSATION.
(C)
IT IS UNDERSTOOD THAT EXECUTIVE SHALL UNDERTAKE SUCH BUSINESS
TRAVEL AS 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
$350,000 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 ONE-HUNDRED THIRTY PERCENT (130%)
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 C 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