1.4 Subsidiaries; Person. For purposes of this Agreement,
Subsidiary or Subsidiaries means, as to any Person, any other Person (i) of which such Person or any other Subsidiary of such Person is a general partner, (ii) of which such Person, any
one or more of its other Subsidiaries of such Person, or such Person and any one or more of its other Subsidiaries, directly or indirectly owns or controls securities or other equity interests representing more than fifty percent (50%) of the
aggregate voting power, or (iii) of which such Person, any one or more of its other Subsidiaries of such Person, or such Person and any one or more its other Subsidiaries, possesses the right to elect more than fifty percent (50%) of the
board of directors or Persons holding similar positions; and Person means any individual, corporation, partnership, limited liability company, firm, joint venture, association,
joint-stock company, trust, unincorporated organization, or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended).
2. Term. The term of Executives employment under this Agreement (the Term) shall commence on the
Effective Date (as defined in Section 19) and shall continue until April 1, 2016. References in this Agreement to the balance of the Term shall mean the period of time remaining in the Term.
Base Salary. During the Term, the Company will pay to Executive a base salary at the rate of $800,000 per year, payable in accordance with the Companys practices in effect from time to time (Base Salary).
Amounts payable shall be reduced by standard withholding and other authorized deductions. Such Base Salary shall be reviewed during the Term for increase (but not decrease) in the sole discretion of the Board, or such individual, group or committee
that the Board may select as its delegate, not less frequently than annually during the Term. In conducting any such review, the Board or such delegate shall consider and take into account, among other things, any change in Executives
responsibilities, performance of Executive, the compensation of other similarly situated executives of comparable companies and other pertinent factors. Once increased, Executives Base Salary shall not be decreased except upon mutual agreement
between the parties, and, as so increased, shall constitute Base Salary hereunder.
3.2 Bonuses; Incentive, Savings and Retirement
Plans; Welfare Benefit Plans.
(a) Executive shall be entitled to participate in all annual and
long-term bonuses and incentive, savings and retirement plans generally available to other similarly situated executive employees of the Company. Executive, and Executives family as the case may be,
shall be eligible to participate in and receive all benefits under welfare benefit plans, practices, programs and policies provided to senior executives of the Company, including the Chief Executive Officer, the President, other Executive Vice
Presidents and other Senior Vice Presidents of the Company, including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs.
The Company reserves the right to modify, suspend or discontinue any and all of its benefits referred to in this Section 3.2 at any time without recourse by Executive so long as such action is taken generally with respect to other executives
and does not single out Executive.
- 2 -