AND DUTIES SHALL BE
AT LEAST COMMENSURATE IN ALL MATERIAL RESPECTS WITH THE MOST SIGNIFICANT OF
THOSE HELD, EXERCISED AND ASSIGNED AT ANY TIME DURING THE 90-DAY PERIOD
IMMEDIATELY BEFORE THE EFFECTIVE DATE, INCLUDING ALL OF THE DUTIES APPLICABLE
UNDER SECTION 2.1 OF THE EMPLOYMENT AGREEMENT, AND (II) EXECUTIVE'S SERVICES
SHALL BE PERFORMED AT THE LOCATION WHERE EXECUTIVE WAS EMPLOYED IMMEDIATELY
BEFORE THE EFFECTIVE DATE OR ANY OTHER LOCATION NO MORE THAN 50 MILES FROM SUCH
FORMER LOCATION.
9
(B)
EXECUTIVE'S OBLIGATIONS. DURING THE EMPLOYMENT PERIOD, EXECUTIVE
AGREES TO DEVOTE EXECUTIVE'S FULL ATTENTION AND BUSINESS TIME (OTHER THAN DURING
ANY PERIODS OF PAID TIME OFF, SICK LEAVE OR DISABILITY TO WHICH EXECUTIVE IS
ENTITLED) TO THE BUSINESS AND AFFAIRS OF THE COMPANIES AND, TO THE EXTENT
NECESSARY TO DISCHARGE THE DUTIES ASSIGNED TO EXECUTIVE IN ACCORDANCE WITH THIS
SUPPLEMENT, TO USE EXECUTIVE'S COMMERCIALLY REASONABLE BEST EFFORTS TO PERFORM
SUCH DUTIES. DURING THE EMPLOYMENT PERIOD, EXECUTIVE MAY (I) SERVE ON CORPORATE,
CIVIC OR CHARITABLE BOARDS OR COMMITTEES, (II) DELIVER LECTURES, FULFILL
SPEAKING ENGAGEMENTS OR TEACH AT EDUCATIONAL INSTITUTIONS AND (III) MANAGE
PERSONAL INVESTMENTS, SO LONG AS SUCH ACTIVITIES DO NOT SIGNIFICANTLY INTERFERE
WITH THE PERFORMANCE OF EXECUTIVE'S DUTIES UNDER THIS SUPPLEMENT; IT BEING
AGREED AND UNDERSTOOD THAT, TO THE EXTENT THAT, ANY ACTIVITIES PERMITTED UNDER
SECTION 2.2 OF THE EMPLOYMENT AGREEMENT WERE CONDUCTED BY EXECUTIVE IMMEDIATELY
PRIOR TO THE EFFECTIVE DATE, THE CONTINUED CONDUCT OF SUCH ACTIVITIES (OR
ACTIVITIES SIMILAR IN NATURE AND SCOPE) AFTER THE EFFECTIVE DATE SHALL NOT BE
DEEMED TO INTERFERE WITH THE PERFORMANCE OF EXECUTIVE'S DUTIES UNDER THIS
SUPPLEMENT.
3.2
COMPENSATION.
(A)
BASE SALARY. DURING THE EMPLOYMENT PERIOD, THE COMPANIES SHALL PAY
OR CAUSE TO BE PAID TO EXECUTIVE AN ANNUAL BASE SALARY IN CASH, WHICH SHALL BE
PAID IN A MANNER CONSISTENT WITH THE COMPANIES APPLICABLE PAYROLL PRACTICES IN
EFFECT IMMEDIATELY BEFORE THE EFFECTIVE DATE, AT AN ANNUAL RATE NOT LESS THAN 12
TIMES THE HIGHEST MONTHLY BASE SALARY PAID OR PAYABLE TO EXECUTIVE BY THE
COMPANIES IN RESPECT OF THE 12-MONTH PERIOD IMMEDIATELY BEFORE THE EFFECTIVE
DATE (SUCH ANNUAL RATE SALARY, THE "BASE SALARY"). DURING THE EMPLOYMENT PERIOD,
THE BASE SALARY SHALL BE REVIEWED AT LEAST ANNUALLY AND SHALL BE INCREASED AT
ANY TIME AND FROM TIME TO TIME IN SUCH MANNER AS SHALL BE SUBSTANTIALLY
CONSISTENT WITH INCREASES IN BASE SALARY AWARDED TO PEER EXECUTIVES. ANY
INCREASE IN BASE SALARY SHALL NOT LIMIT OR REDUCE ANY OTHER OBLIGATION OF THE
COMPANIES TO EXECUTIVE UNDER THIS SUPPLEMENT. AFTER ANY SUCH INCREASE, THE BASE
SALARY SHALL NOT BE REDUCED AND THE TERM "BASE SALARY" SHALL THEREAFTER REFER TO
THE INCREASED AMOUNT.
(B)
ANNUAL BONUS. IN ADDITION TO BASE SALARY, THE COMPANIES SHALL
PROVIDE TO EXECUTIVE THE OPPORTUNITY TO RECEIVE PAYMENT OF REGULAR BONUSES IN
ACCORDANCE WITH THIS SECTION 3.2(B). THE COMPANIES SHALL AFFORD EXECUTIVE THE
OPPORTUNITY TO RECEIVE AN ANNUAL BONUS IN RESPECT OF EACH ANNUAL PERFORMANCE
PERIOD (AN "ANNUAL BONUS") THAT ENDS DURING THE EMPLOYMENT PERIOD, AND THE
OPPORTUNITY PROVIDED TO EXECUTIVE AND THE