SIMILAR IN NATURE AND SCOPE THERETO) SUBSEQUENT TO THE EFFECTIVE DATE SHALL NOT
THEREAFTER BE DEEMED TO INTERFERE WITH THE PERFORMANCE OF THE EXECUTIVE'S
RESPONSIBILITIES TO THE COMPANY.
(B)
COMPENSATION.
(1)
BASE SALARY.
DURING THE
EMPLOYMENT PERIOD, THE EXECUTIVE SHALL RECEIVE AN ANNUAL BASE SALARY (THE
"ANNUAL BASE SALARY") AT AN ANNUAL RATE AT LEAST EQUAL TO 12 TIMES THE HIGHEST
MONTHLY BASE SALARY PAID OR PAYABLE, INCLUDING ANY BASE SALARY THAT HAS BEEN
EARNED BUT DEFERRED, TO THE EXECUTIVE BY THE COMPANY AND THE AFFILIATED
COMPANIES IN RESPECT OF THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN
WHICH THE EFFECTIVE DATE OCCURS.
THE ANNUAL BASE SALARY SHALL BE PAID AT SUCH
INTERVALS AS THE COMPANY PAYS EXECUTIVE SALARIES GENERALLY.
DURING THE
EMPLOYMENT PERIOD, THE ANNUAL BASE SALARY SHALL BE REVIEWED AT LEAST ANNUALLY,
BEGINNING NO MORE THAN 12 MONTHS AFTER THE LAST SALARY INCREASE AWARDED TO THE
EXECUTIVE PRIOR TO THE EFFECTIVE DATE.
ANY INCREASE IN THE ANNUAL BASE SALARY
SHALL NOT SERVE TO LIMIT OR REDUCE ANY OTHER OBLIGATION TO THE EXECUTIVE UNDER
THIS AGREEMENT.
THE ANNUAL BASE SALARY SHALL NOT BE REDUCED AFTER ANY SUCH
INCREASE AND THE TERM "ANNUAL BASE SALARY" SHALL REFER TO THE ANNUAL BASE SALARY
AS SO INCREASED.
3
(2)
ANNUAL BONUS.
IN ADDITION TO THE ANNUAL
BASE SALARY, THE EXECUTIVE SHALL BE AWARDED, FOR EACH FISCAL YEAR ENDING DURING
THE EMPLOYMENT PERIOD, AN ANNUAL BONUS (THE "ANNUAL BONUS") IN CASH AT LEAST
EQUAL TO THE EXECUTIVE'S HIGHEST BONUS EARNED UNDER THE COMPANY'S ANNUAL
INCENTIVE PLANS, OR ANY COMPARABLE BONUS UNDER ANY PREDECESSOR OR SUCCESSOR
PLAN, FOR THE LAST THREE FULL FISCAL YEARS PRIOR TO THE EFFECTIVE DATE (OR FOR
SUCH LESSER NUMBER OF FULL FISCAL YEARS PRIOR TO THE EFFECTIVE DATE FOR WHICH
THE EXECUTIVE WAS ELIGIBLE TO EARN SUCH A BONUS, AND ANNUALIZED IN THE CASE OF
ANY PRO RATA BONUS EARNED FOR A PARTIAL FISCAL YEAR) (THE "RECENT ANNUAL
BONUS").
EACH SUCH ANNUAL BONUS SHALL BE PAID NO LATER THAN TWO AND A HALF
MONTHS AFTER THE END OF THE FISCAL YEAR FOR WHICH THE ANNUAL BONUS IS AWARDED,
UNLESS THE EXECUTIVE SHALL ELECT TO DEFER THE RECEIPT OF SUCH ANNUAL BONUS
PURSUANT TO AN ARRANGEMENT THAT MEETS THE REQUIREMENTS OF SECTION 409A OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
(3)
LONG-TERM CASH AND EQUITY INCENTIVES,
SAVINGS AND RETIREMENT PLANS.
DURING THE EMPLOYMENT PERIOD, THE EXECUTIVE SHALL
BE ENTITLED TO PARTICIPATE IN ALL LONG-TERM CASH INCENTIVE, EQUITY INCENTIVE,
SAVINGS AND RETIREMENT PLANS, PRACTICES, POLICIES, AND PROGRAMS APPLICABLE
GENERALLY TO OTHER PEER EXECUTIVES OF THE COMPANY AND THE AFFILIATED COMPANIES,
BUT IN NO EVENT SHALL SUCH PLANS, PRACTICES, POLICIES AND PROGRAMS PROVIDE THE
EXECUTIVE WITH INCENTIVE OPPORTUNITIES (MEASURED WITH RESPECT TO BOTH REGULAR
AND SPECIAL INCENTIVE OPPORTUNITIES, TO THE EXTENT, IF ANY, THAT SUCH
DISTINCTION IS APPLICABLE), SAVINGS OPPORTUNITIES AND RETIREMENT BENEFIT
OPPORTUNITIES, IN EACH CASE, LESS FAVORABLE, IN THE AGGREGATE, THAN THE MOST
FAVORABLE OF THOSE PROVIDED BY THE COMPANY AND THE AFFILIATED COMPANIES FOR