SUCH
TERMINATION; PROVIDED, HOWEVER, THAT IF EMPLOYEE BECOMES DISABLED AFTER EMPLOYEE
DELIVERS A NOTICE OF TERMINATION (AS DEFINED IN SECTION 5(A) OF THIS AGREEMENT),
EMPLOYEE SHALL NEVERTHELESS BE ABSOLUTELY ENTITLED TO RECEIVE ALL OF THE
COMPENSATION PROVIDED FOR IN, AND FOR THE TERM SET FORTH IN, SECTION 6 OF THIS
AGREEMENT.
FOR PURPOSES OF THIS AGREEMENT, "DISABILITY" SHALL MEAN EMPLOYEE'S
INCAPACITATION BY ACCIDENT, SICKNESS OR OTHERWISE WHICH RENDERS EMPLOYEE
MENTALLY OR PHYSICALLY INCAPABLE OF PERFORMING THE SERVICES REQUIRED OF EMPLOYEE
FOR THE ENTIRE PERIOD OF SIX (6) CONSECUTIVE MONTHS.
(E)
EMPLOYEE AGREES THAT IN THE EVENT HIS EMPLOYMENT UNDER THIS
AGREEMENT IS TERMINATED, EMPLOYEE SHALL RESIGN AS A DIRECTOR OF E&B AND ANY OF
ITS AFFILIATES OR SUBSIDIARIES, IF HE IS THEN SERVING AS A DIRECTOR OF ANY OF
SUCH ENTITIES.
3
4.
EMPLOYMENT PERIOD COMPENSATION.
(A)
ANNUAL BASE SALARY.
FOR SERVICES PERFORMED BY EMPLOYEE UNDER THIS
AGREEMENT, E&B SHALL PAY EMPLOYEE AN ANNUAL BASE SALARY ("ANNUAL BASE SALARY")
IN THE AGGREGATE DURING THE EMPLOYMENT PERIOD AT THE RATE OF TWO HUNDRED FIFTY
THOUSAND DOLLARS ($250,000) PER YEAR, PAYABLE AT THE SAME TIMES AS SALARIES ARE
PAYABLE TO OTHER OFFICER EMPLOYEES OF E&B. E&B MAY, FROM TIME TO TIME, INCREASE
EMPLOYEE'S ANNUAL BASE COMPENSATION PAYABLE UNDER THIS SECTION 4(A), AND ANY AND
ALL SUCH INCREASES SHALL BE DEEMED TO CONSTITUTE AMENDMENTS TO THIS
SECTION 4(A) TO REFLECT THE INCREASED AMOUNTS, EFFECTIVE AS OF THE DATE
ESTABLISHED FOR SUCH INCREASES BY THE E&B BOARD OR ANY COMMITTEE OF THE E&B
BOARD IN THE RESOLUTIONS AUTHORIZING SUCH INCREASE.
(B)
SEMI-ANNUAL BONUS.
FOR ANY CONSECUTIVE SIX-MONTH PERIOD, COMMENCING
WITH THE SIX-MONTH PERIOD BEGINNING ON JULY 1, 2007 AND ENDING ON DECEMBER 31,
2007, IN WHICH EMPLOYEE IS SERVING AS CHIEF INSURANCE OPERATING OFFICER OF E&B
AND IN WHICH THE ACTUAL EBITA OF E&B (AS DEFINED AND DETERMINED IN ACCORDANCE
WITH E&B'S CUSTOMARY PRACTICES) IS AT LEAST 90% OF THE PRE-DETERMINED BUDGETED
AMOUNT FOR THE APPLICABLE SIX-MONTH PERIOD, EMPLOYEE SHALL BE ENTITLED TO
RECEIVE A CASH BONUS EXPRESSED AS A PERCENTAGE OF ACTUAL EBITA FOR SUCH
SIX-MONTH PERIOD.
FOR TOTAL ACTUAL EBITA EQUAL TO 90% OR MORE, BUT LESS THAN
99%, OF THE PRE-DETERMINED AMOUNT BUDGETED FOR THE APPLICABLE SIX-MONTH PERIOD,
EMPLOYEE SHALL RECEIVE A CASH BONUS OF 1% OF ACTUAL EBITA FOR SUCH SIX-MONTH
PERIOD, AND FOR TOTAL ACTUAL EBITA EQUAL TO 100% OR MORE OF THE PRE-DETERMINED
AMOUNT BUDGETED FOR THE APPLICABLE SIX-MONTH PERIOD, EMPLOYEE SHALL RECEIVE A
CASH BONUS EQUAL TO THE SUM OF (I) 1% OF THE ACTUAL AMOUNT OF EBITA BUDGETED FOR
SUCH SIX-MONTH PERIOD PLUS (II) 10% OF THE AMOUNT BY WHICH ACTUAL EBITA FOR SUCH
SIX-MONTH PERIOD EXCEEDS THE AMOUNT BUDGETED FOR SUCH SIX-MONTH PERIOD.
ANY
BONUS PAYABLE UNDER THIS SECTION 4(B) SHALL BE PAID WITHIN 60 DAYS OF THE END OF
THE APPLICABLE SIX-MONTH PERIOD.
AN EXAMPLE OF THE MANNER OF CALCULATION OF THE
QUARTERLY BONUS IN ACCORDANCE WITH THIS SECTION 4(B) IS ATTACHED AS EXHIBIT A
HERETO.
(C)
CORPORATE BONUS AND REFERRAL PROGRAMS.
IN