Common use of Adjustment of Compensation Clause in Contracts

Adjustment of Compensation. The Company and Executive agree that it is their mutual intention, and it is the intention of the Board and the Compensation Committee (to the extent of any delegation of Board authority to the Compensation Committee), that the total of (a) the Base Salary to be paid to Executive pursuant to Section 3.1(a) hereof, (b) the target amount of the Bonus which Executive will have the opportunity to earn, subject to attainment of performance criteria, pursuant to Section 3.1(b) hereof and (c) the grant-date fair value of the long-term incentive compensation awarded pursuant to Section 3.1(c) hereof (the “Total Compensation”) for each year shall not be less than the seventy-fifth (75th) percentile of the total annual base salary, bonus and long-term incentive award for the immediately preceding year paid or awarded to the chief executive officers in the “peer group” companies selected by the Board with the approval of the Executive, consistent with the rules and regulations of the U.S. Securities and Exchange Commission and the rules applicable to listed companies of the New York Stock Exchange (or any other exchange on which the Company’s common stock is listed). It is also agreed that the Board may rely upon any compensation consultant engaged by the Board or the Compensation Committee for advice in connection with compensation matters affecting the Company’s senior executive officers in ascertaining the aforementioned seventy-fifth (75th) percentile under this Section 3.2.

Adjustment of Compensation. The Company and Executive agree that it is their mutual intention, and it is the intention of the Board and the Compensation Committee (to the extent of any delegation of Board authority to the Compensation Committee), that the total of (a) the Base Salary to be paid to Executive pursuant to Section 3.1(a) hereof, (b) the target amount of the Bonus which Executive will have the opportunity to earn, subject to attainment of performance criteria, pursuant to Section 3.1(b) hereof and (c) the grant-date fair value of the long-term incentive compensation awarded pursuant to Section 3.1(c) hereof (the “Total Compensation”) for each year shall not be less than the seventy-fifth (75th) percentile of the total annual base salary, bonus and long-term incentive award for the immediately preceding year paid or awarded to the chief most highly compensated executive officers in the “peer group” companies selected by the Board with the approval of the Executive, consistent with the rules and regulations of the U.S. Securities and Exchange Commission and the rules applicable to listed companies of the New York Stock Exchange (or any other exchange on which the Company’s common stock is listed). It is also agreed that the Board may rely upon any compensation consultant engaged by the Board or the Compensation Committee for advice in connection with compensation matters affecting the Company’s senior executive officers in ascertaining the aforementioned seventy-fifth (75th) percentile under this Section 3.2.

Adjustment of Compensation. The Company and Executive agree that it is their mutual intention, and it is the intention of the Board and the Compensation Committee (to the extent of any delegation of Board authority to the Compensation Committee), that the total of (a) the Base Salary to be paid to Executive pursuant to Section 3.1(a) hereof, (b) the target amount of the Bonus which Executive will have the opportunity to earn, subject to attainment of performance criteria, pursuant to Section 3.1(b) hereof and (c) the grant-date fair value of the long-term incentive compensation awarded pursuant to Section 3.1(c) hereof (the “Total Compensation”) for each year shall not be less than the seventy-fifth (75th) percentile of the total annual base salary, bonus and long-term incentive award for the immediately preceding year paid or awarded to the most highly compensated president and/or chief executive officers operating officer in the “peer group” companies selected by the Board with the approval of the Executive, consistent with the rules and regulations of the U.S. Securities and Exchange Commission and the rules applicable to listed companies of the New York Stock Exchange (or any other exchange on which the Company’s common stock is listed). It is also agreed that the Board may rely upon any compensation consultant engaged by the Board or the Compensation Committee for advice in connection with compensation matters affecting the Company’s senior executive officers in ascertaining the aforementioned seventy-fifth (75th) percentile under this Section 3.2.