BOARD; PROVIDED, HOWEVER, THE EXECUTIVE MAY DEVOTE TIME TO PERSONAL INVESTMENTS,
PHILANTHROPIC SERVICE OR OTHER PERSONAL MATTERS WITHOUT OBTAINING SUCH BOARD
APPROVAL.
IN ADDITION TO THE OTHER TITLES AND RESPONSIBILITIES DESCRIBED IN
THIS SECTION 3, IF REQUESTED BY THE BOARD, THE EXECUTIVE SHALL SERVE (WITHOUT
ADDITIONAL COMPENSATION) DURING THE TERM AS AN OFFICER OR DIRECTOR OF ANY
SUBSIDIARY OF THE COMPANY.
(C)
THE COMPANY RESERVES THE RIGHT TO DEPUTE OR SECOND THE
EXECUTIVE DURING THE TERM TO ANY OF ITS AFFILIATES OR GROUP ENTITIES.
SECTION 4.
CASH COMPENSATION.
(A)
BASE SALARY.
EFFECTIVE AS OF APRIL 1, 2007, THE EXECUTIVE
SHALL RECEIVE AN ANNUAL BASE SALARY (THE "BASE SALARY") OF NOT LESS THAN
U.S.$656,000.
THE BASE SALARY SHALL BE PAYABLE IN ACCORDANCE WITH THE CUSTOMARY
PAYROLL PRACTICES OF THE COMPANY FOR SALARIED EMPLOYEES IN THE UNITED STATES.
THE BOARD, OR A COMMITTEE THEREOF, SHALL REVIEW THE EXECUTIVE'S BASE SALARY AT
SUCH TIMES EACH YEAR THAT THE BOARD OR COMMITTEE REVIEWS THE COMPENSATION OF
OTHER SENIOR EXECUTIVE OFFICERS.
(B)
ANNUAL BONUS.
DURING THE TERM, THE EXECUTIVE SHALL BE ELIGIBLE
TO RECEIVE AN ANNUAL CASH BONUS (THE "ANNUAL BONUS") IN RESPECT OF EACH FULL OR
PARTIAL FISCAL YEAR OF THE COMPANY ENDING DURING THE TERM (EACH, A "FISCAL
YEAR", WHICH AS OF THE DATE HEREOF, IS THE PERIOD JANUARY 1 THROUGH
DECEMBER 31), WITH SUCH ANNUAL BONUS TO EQUAL 120% OF BASE SALARY FOR SUCH
FISCAL YEAR (OR SUCH HIGHER AMOUNT DETERMINED BY THE BOARD), SUBJECT TO THE
ATTAINMENT OF SUCH PERFORMANCE TARGETS AS ARE ESTABLISHED BY THE BOARD, OR A
COMMITTEE THEREOF, FOR SUCH FISCAL YEAR.
ANY SUCH ANNUAL BONUS SHALL BE PAID TO
THE EXECUTIVE ON OR AFTER THE FIRST DAY (BUT IN NO EVENT LATER THAN THE
FIFTEENTH DAY OF THE THIRD MONTH) OF THE FISCAL YEAR FOLLOWING THE FISCAL YEAR
TO WHICH THE ANNUAL BONUS RELATES.
(C)
RETENTION BONUS; IPO BONUS.
(I)
THE EXECUTIVE SHALL BE ENTITLED TO RECEIVE A RETENTION BONUS (THE
"RETENTION BONUS") ON JANUARY 1, 2010 (THE "PAYMENT DATE") IN AN AMOUNT EQUAL TO
THE PRODUCT OF (A) $2,500,000 AND (B) THE VESTED PERCENTAGE (AS DEFINED IN
SECTION 4(C)(II) BELOW) AS OF THE PAYMENT DATE.
(II)
SUBJECT TO THE EXECUTIVE'S CONTINUED EMPLOYMENT WITH THE COMPANY
THROUGH THE END OF THE APPLICABLE THREE-MONTH PERIOD, THE "VESTED
2
PERCENTAGE" SHALL EQUAL 5% ON THE DATE WHICH IS THREE MONTHS FOLLOWING THE
EFFECTIVE DATE AND SHALL BE INCREASED BY AN ADDITIONAL 5% ON THE LAST DAY OF
EACH SUBSEQUENT THREE-MONTH PERIOD, SUCH THAT THE VESTED PERCENTAGE SHALL EQUAL
100% ON THE FIFTH ANNIVERSARY OF THE EFFECTIVE DATE, PROVIDED, HOWEVER, THAT,
PRIOR TO JANUARY 1, 2010, (A) IN THE EVENT OF THE EXECUTIVE'S TERMINATION
PURSUANT TO SECTION 8(A) OR 8(B), THE VESTED PERCENTAGE SHALL BE CALCULATED AS
IF THE EXECUTIVE REMAINED EMPLOYED FOR AN ADDITIONAL PERIOD OF 12 MONTHS
FOLLOWING SUCH TERMINATION, (B) IN THE EVENT OF THE EXECUTIVE'S TERMINATION
PURSUANT TO SECTION 8(D), THE VESTED PERCENTAGE SHALL BE CALCULATED AS IF THE
EXECUTIVE REMAINED EMPLOYED FOR AN ADDITIONAL