Common use of Incentive Payments Clause in Contracts

Incentive Payments. Commencing with the Company’s fiscal year ending December 31, 2008 and thereafter during the remainder of the Term, Executive shall be eligible to participate in an annual performance bonus plan pursuant to which he shall be eligible to receive a target annual bonus (the “Annual Incentive Bonus”) equal to One Hundred percent (100%) of his then Base Salary for full attainment of his performance objectives (which may include company-wide objectives), with a maximum annual bonus equal to One Hundred Thirty-Five percent (135%) of his then Base Salary for extraordinary performance on all or nearly all of his performance objectives. The total cash compensation payable to Executive with respect to fiscal year 2008 (excluding any payments made pursuant to Section 3.6 hereof), including his Annual Incentive Bonus for 2008, shall not exceed Eight Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($881,250). The amount of Executive’s Annual Incentive Bonus, if any, shall be based on the degree to which Executive’s performance objectives for a fiscal year have been met. Within 45 days after the Effective Date, Executive, the Chief Executive Officer and the Compensation Committee shall have collectively determined and established Executive’s performance objectives for fiscal year 2008. Thereafter, during the Term, Executive’s performance objectives for each fiscal year shall be collectively established by the Compensation Committee, the Chief Executive Officer and Executive during Executive’s annual performance review; provided, that in no event shall the percentages set forth in the first paragraph of this Section 3.2 to be used in calculating Executive’s Annual Incentive Bonus be reduced. The Compensation Committee shall determine, for each fiscal year, the extent to which Executive’s performance objectives for such fiscal year have been attained and the amount of the Annual Incentive Bonus, if any, for such fiscal year. Any Annual Incentive Bonus earned by Executive with respect to a fiscal year shall be paid to him promptly after the filing of the Company's Annual Report on Form 10-K for such fiscal year but in no event later than 90 days after the end of such fiscal year. The amount of, and Executive’s entitlement to receive, the Annual Incentive Bonus for a fiscal year shall be determined without regard to whether Executive is employed on the date that such Annual Incentive Bonus is payable.

Incentive Payments. Commencing with the Company’s fiscal year ending December 31, 2008 and thereafter during the remainder of the Term, Executive shall be eligible to participate in an annual performance bonus plan pursuant to which he she shall be eligible to receive a target annual bonus (the “Annual Incentive Bonus”) equal to One Hundred percent (100%) of his her then Base Salary for full attainment of his her performance objectives (which may include company-wide objectives), with a maximum annual bonus equal to One Hundred Thirty-Five percent (135%) of his her then Base Salary for extraordinary performance on all or nearly all of his her performance objectives. The total cash compensation payable to Executive with respect to fiscal year 2008 (excluding any payments made pursuant to Section 3.6 hereof)2008, including his her Annual Incentive Bonus for 2008, shall not exceed Eight One Million Four Hundred Eighty-One Ten Thousand Two Hundred Fifty Dollars ($881,2501,410,000). The amount of Executive’s Annual Incentive Bonus, if any, shall be based on the degree to which Executive’s performance objectives for a fiscal year have been met. Within 45 30 days after the Effective Date, Executive, the Chief Executive Officer and the Compensation Committee shall have collectively determined and established Executive’s performance objectives for fiscal year 2008. Thereafter, during the Term, Executive’s performance objectives for each fiscal year shall be collectively established by the Compensation Committee, the Chief Executive Officer and Executive during Executive’s annual performance review; provided, that in no event shall the percentages set forth in the first paragraph of this Section 3.2 to be used in calculating Executive’s Annual Incentive Bonus be reduced. The Compensation Committee shall determine, for each fiscal year, the extent to which Executive’s performance objectives for such fiscal year have been attained and the amount of the Annual Incentive Bonus, if any, for such fiscal year. Any Annual Incentive Bonus earned by Executive with respect to a fiscal year shall be paid to him promptly after the filing of the Company's Annual Report on Form 10-K for such fiscal year but in no event later than 90 days after the end of such fiscal year. The amount of, and Executive’s entitlement to receive, the Annual Incentive Bonus for a fiscal year shall be determined without regard to whether Executive is employed on the date that such Annual Incentive Bonus is payable.

Incentive Payments. Commencing with the Company’s fiscal year ending December 31, 2008 and thereafter during the remainder of the Term, Executive shall be eligible to participate in an annual performance bonus plan pursuant to which he shall be eligible to receive a target annual bonus (the “Annual Incentive Bonus”) equal to One Hundred percent (100%) of his then Base Salary for full attainment of his performance objectives (which may include company-wide objectives), with a maximum annual bonus equal to One Hundred Thirty-Five percent (135%) of his then Base Salary for extraordinary performance on all or nearly all of his performance objectives. The total cash compensation payable to Executive with respect to fiscal year 2008 (excluding any payments made pursuant to Section 3.6 hereof)2008, including his Annual Incentive Bonus for 20082008 (but excluding the bonus payable under Section 3.8), shall not exceed Eight Two Million One Hundred Eighty-One Fifteen Thousand Two Hundred Fifty Dollars ($881,2502,115,000). The amount of Executive’s Annual Incentive Bonus, if any, shall be based on the degree to which Executive’s performance objectives for a fiscal year have been met. Within 45 70 days after the Effective Date, Executive, the Chief Executive Officer and the Compensation Committee of the Board (after receiving input from the Board) shall have collectively mutually determined and established Executive’s performance objectives for fiscal year 2008. Thereafter, during the Term, Executive’s performance objectives for each fiscal year shall be collectively mutually established by the Compensation Committee, Committee of the Chief Executive Officer Board and Executive during Executive’s annual performance review; provided, that in no event shall the percentages set forth in the first paragraph of this Section 3.2 to be used in calculating Executive’s Annual Incentive Bonus be reduced. The Compensation Committee of the Board shall determine, for each fiscal year, the extent to which Executive’s performance objectives for such fiscal year have been attained and the amount of the Annual Incentive Bonus, if any, for such fiscal year. Any Annual Incentive Bonus earned by Executive with respect to a fiscal year shall be paid to him promptly after the filing of the Company's Annual Report on Form 10-K for such fiscal year but in no event later than 90 days after the end of such fiscal year. The amount of, and Executive’s entitlement to receive, the Annual Incentive Bonus for a fiscal year shall be determined without regard to whether Executive is employed on the date that such Annual Incentive Bonus is payable.

Incentive Payments. Commencing with the Company’s fiscal year ending December 31, 2008 2010 and thereafter during the remainder of the Term, Executive shall be eligible to participate in an annual performance bonus plan pursuant to which which, as of the Effective Date, he shall be eligible to receive a target annual bonus (the “Annual Incentive Bonus”) equal to One Hundred _________ percent (100__%) of his then Base Salary (the “Target Bonus”) for full attainment of his performance objectives (which may include companyCompany-wide objectives), with a maximum annual bonus equal to One Hundred Thirty-Five one hundred fifty percent (135150%) of his then Base Salary Target Bonus for extraordinary performance on all or nearly all of his performance objectivesobjectives (the “Annual Incentive Bonus”). The total cash compensation payable to Executive with respect to Notwithstanding the foregoing, for the Company’s current fiscal year 2008 (excluding any payments made pursuant to Section 3.6 hereof)year, including his achievement of the Annual Incentive Bonus shall be on a pro-rata basis for 2008, shall not exceed Eight Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($881,250)the period following the Effective Date only. The amount of Executive’s Annual Incentive Bonus, if any, shall be based on the degree to which Executive’s performance objectives for a fiscal year have been met. Within 45 If not previously determined, within forty-five (45) days after the Effective Date, Executive, Executive and the Chief Executive Financial Officer and the Compensation Committee shall have collectively determined and established mutually establish Executive’s performance objectives for fiscal year 20082010. Thereafter, during the Term, Executive’s performance objectives for each fiscal year shall be collectively established by the Compensation Committee, the Chief Executive Officer and Executive during Executive’s annual performance reviewreview and subject to the approval of the Compensation Committee of the Board; provided, that in no event shall the percentages set forth in the first paragraph of this Section 3.2 to be used in calculating Executive’s Annual Incentive Bonus be reduced. The Compensation Committee of the Board shall determine, for each fiscal year, the extent to which Executive’s performance objectives for such fiscal year have been attained and the amount of the Annual Incentive Bonus, if any, for such fiscal year. Any Annual Incentive Bonus earned Should Executive voluntarily terminate his employment after December 31 of any calendar year during the Term but prior to the date any bonus payments for such year are made by Executive with respect to a fiscal year shall be paid to him promptly after the filing of the Company's Annual Report on Form 10-K for such fiscal year but in no event later than 90 days after , Executive shall remain eligible to receive his bonus payment to the end of such fiscal year. The amount of, and Executive’s entitlement extent earned when paid by the Company to receive, the Annual Incentive Bonus for a fiscal year shall be determined without regard to whether Executive is employed on the date that such Annual Incentive Bonus is payableall other Executives.

Incentive Payments. Commencing During the Term of Employment, the Executive will be entitled to be paid an incentive bonus (the "Incentive Bonus") and other benefits as described in this Section 5.2. (a) The Executive shall be entitled to Incentive Bonus payments in accordance with the Company’s following: (i) For the fiscal year ending December 31June 30, 2008 and thereafter during 2002, the remainder of the Term, Executive shall be eligible entitled to participate an Incentive Bonus determined in accordance with the provisions of Section 5.2 of the 1997 Agreement. (ii) For the fiscal year ending June 30, 2003, and for each subsequent fiscal year, the Corporation shall pay the Executive an annual performance bonus plan pursuant to which he shall be eligible to receive a target annual bonus (the “Annual Incentive Bonus”) Bonus equal to One Hundred two percent (1002%) of his then Base Salary the amount by which the Corporation's operating income for full attainment of his performance objectives the year exceeds the Threshold Amount (which may include company-wide objectivesas defined below), with a maximum annual bonus equal to One Hundred Thirty-Five percent . (135%iii) of his then Base Salary for extraordinary performance on all or nearly all of his performance objectives. The total cash compensation payable to Executive with respect to For the fiscal year 2008 ending June 30, 2003, the "Threshold Amount" shall be $80,000,000 (excluding any payments made pursuant to Section 3.6 hereof), including his Annual Incentive Bonus for 2008, shall not exceed Eight Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($881,250eighty million dollars). The amount For fiscal years ending after June 30, 2003, the Threshold Amount shall be 110% of Executive’s Annual Incentive Bonusthe Threshold Amount for the preceding fiscal year. (iv) For fiscal years ending after June 30, 2002, the Corporation's operating income for the fiscal year shall be as set forth in the Corporation's financial statements, adjusted by adding thereto the charges, expenses or accruals, if any, charged against such operating income for (1) non-recurring or extraordinary items, (2) Incentive Bonuses under this Agreement, (3) the issuance to the Corporation's executives, managers, employees, dealers and other business associates of capital stock of the Corporation, or the issuance or exercise to or by such persons of options, warrants or other rights to acquire capital stock of the Corporation, or stock appreciation rights of the Corporation or similar equity equivalents, including in respect of the Restricted Stock Agreement and the Option Agreements contemplated by this Agreement, and (4) any increased depreciation, amortization or other changes resulting from purchase accounting adjustments (provided, however, that no such adjustments shall be based on made under this clause (4) with respect to acquisitions occurring prior to the degree to which Executive’s performance objectives for a fiscal year have been metCommencement Date). Within 45 days after The calculation of operating income will be confirmed by the Effective DateCorporation's independent public accountants or any other independent, Executive, the Chief Executive Officer and the Compensation Committee shall have collectively determined and established Executive’s performance objectives for fiscal year 2008. Thereafter, during the Term, Executive’s performance objectives for each fiscal year shall be collectively established recognized financial or accounting expert retained by the Compensation Committee, . (v) Notwithstanding the Chief Executive Officer and Executive during Executive’s annual performance review; provided, that in no event shall the percentages set forth in the first paragraph foregoing provisions of this Section 3.2 to be used in calculating Executive’s Annual Incentive Bonus be reduced. The Compensation Committee shall determine5.2, for each if the Corporation effects a major acquisition during any fiscal year, the extent Executive and the Corporation shall negotiate in good faith an appropriate revision to which Executive’s performance objectives the Threshold Amount set forth in this Section 5.2 to implement the purpose of the Incentive Bonus. (vi) The Incentive Bonus in respect of any particular fiscal year will be paid upon the earlier to occur of the fifth business day following public filing or disclosure of the Corporation's financial statements for such fiscal year have been attained and or the amount of the Annual Incentive Bonus, if any, for such fiscal year. Any Annual Incentive Bonus earned by Executive with respect to a fiscal year shall be paid to him promptly after the filing of the Company's Annual Report on Form 10-K for such fiscal year but in no event later than 90 days after 120th day following the end of such fiscal year. (vii) Notwithstanding the foregoing provisions of this Section 5.2, the Executive's right to any Incentive Bonus amounts under this Agreement for fiscal years beginning on or after the Commencement Date shall be contingent on the Incentive Bonus payments being approved by the shareholders of the Corporation at the Corporation's annual shareholder meeting in calendar year 2002 (including any adjournment thereof); provided, however, that if such Incentive Bonus arrangement is not so approved, the Corporation will offer other additional compensation to the Executive that provides an earnings opportunity that is comparable to that offered by the Incentive Bonus, and the Corporation and the Executive shall negotiate in good faith regarding the structure of such additional compensation and the revisions to this Agreement reflecting such compensation. The amount offailure of the Corporation to offer such replacement compensation within 45 days following the shareholder's vote of non-approval of the Incentive Bonus shall be treated as a decrease in the Executive's compensation under Section 1.7(e). (b) Effective as of July 1, 2002, 2003, 2004, 2005 and 2006, the Corporation and Executive shall enter into, execute and deliver the Restricted Stock Agreement, in substantially the form of Exhibit A hereto (as amended from time to time in accordance with its terms, the "Restricted Stock Agreement") pursuant to which the Corporation shall grant to the Executive, effective as of each of July 1, 2002, 2003, 2004, 2005 and 2006, 10,500 shares of the Corporation's common stock, par value $.01 per share ("Common Stock"), for a total of 52,500 shares, under the Corporation's 1992 Stock Option Plan (as amended from time to time in accordance with its terms, the "Plan"), in accordance with the Restricted Stock Agreement in substantially the form set forth in Exhibit A, which shares of Common Stock will be "restricted stock" subject to the Restricted Stock Agreement. Shares of Common Stock under the Restricted Stock Agreement are referred to as the "Restricted Stock" for purposes of this Agreement. For this purpose, Exhibit A-1 hereto is the form of Restricted Stock Agreement for 2002, and Executive’s entitlement Exhibit A-2 hereto is the form of Restricted Stock Agreement for years thereafter. (c) The Executive shall be entitled to receivestock option rights in accordance with the following: (i) Concurrently with the execution and delivery of this Agreement, the Annual Incentive Bonus Corporation and Executive shall enter into, execute and deliver the stock option agreements between the Corporation and the Executive, and substantially in the form of Exhibits B, C, and D hereto (the agreements set forth in Exhibits B, C, and D are referred to as the "Option Agreements") pursuant to which the Corporation shall issue to Executive stock options pursuant to this Section 5.2(c) to purchase a total of 1,200,000 shares of Common Stock under the Plan, with the exercise price of a share of stock for a fiscal year shall the options described in this sentence to be determined without regard in accordance with the applicable Option Agreement. The options issued under this Section 5.2(c)(i) are referred to whether as the "Options." (ii) Options to purchase Common Stock to be granted to the Executive is employed on by the date Corporation under this Agreement will permit the deferred delivery of shares of stock following exercise, as elected by the Executive, pursuant to a deferral arrangement established by the Corporation. (d) The number of shares subject to any stock awards under this Agreement are specified as of August 1, 2002, and such numbers are to be adjusted for stock splits, stock dividends, reclassifications, recapitalizations and similar events in respect of the Common Stock occurring after that such Annual Incentive Bonus is payabledate.

Incentive Payments. Commencing with the Company’s fiscal year ending December 31, 2008 2013 and thereafter during the remainder of the Term, Executive shall be eligible to participate in an annual performance bonus plan pursuant to which he shall be eligible to receive a target annual bonus (the “Annual Incentive Bonus”) equal to One Hundred percent (100%) of his then Base Salary for full attainment of his performance objectives (which may include company-wide objectives), with a maximum annual bonus equal to One Two Hundred Thirty-Five percent (135200%) of his then Base Salary for extraordinary performance on all or nearly all of his performance objectives. The total cash compensation payable to Executive with respect to fiscal year 2008 (excluding any payments made pursuant to Section 3.6 hereof), including his Annual Incentive Bonus for 2008, shall not exceed Eight Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($881,250). The amount of Executive’s Annual Incentive Bonus, if any, shall be based on the degree to which Executive’s performance objectives for a fiscal year have been met. Within 45 days after the Effective Date, Executive, the Chief Executive Officer and the The Compensation Committee of the Board (after discussion with the Executive and receiving input from the Board) shall have collectively determined and established establish Executive’s performance objectives for fiscal year 20082013 in writing as soon as practicable after the Effective Date. Thereafter, during the Term, Executive’s performance objectives for each fiscal year shall be collectively established by the Compensation Committee, Committee of the Chief Executive Officer and Executive Board (after discussion with Executive) during Executive’s annual performance review; provided, that in no event shall the percentages set forth in the first paragraph of this Section 3.2 to be used in calculating Executive’s Annual Incentive Bonus be reduced. The Compensation Committee of the Board shall determine, for each fiscal year, the extent to which Executive’s performance objectives for such fiscal year have been attained and the corresponding amount of the Annual Incentive Bonus, if any, for such fiscal year. Any Annual Incentive Bonus earned by Executive with respect to a fiscal year shall be paid to him promptly after the filing of the Company's Annual Report on Form 10-K for such fiscal year but in no event later than 90 days 2.5 months after the end of such fiscal year. The amount of, and Executive’s entitlement to receive, the Annual Incentive Bonus for a fiscal year shall be determined without regard to whether Executive is employed on the date that such Annual Incentive Bonus is payable.

Incentive Payments. Commencing In connection with his commencing employment with the Company, the Employee will be eligible to receive a lump sum signing bonus in the amount of $100,000 (the “Signing Bonus”), subject to applicable tax withholding, within thirty (30) days of his commencement of employment, provided, however, that in the event the Employee terminates employment without Good Reason (as defined herein) or is terminated by the Company for Cause (as defined herein), in each case within twelve (12) months following his commencement of employment with the Company, the Employee shall repay to the Company a prorated portion of the Signing Bonus based on the number of full months out of twenty-four (24) that Employee remained employed with the Company within thirty (30) days of such Separation from Service (as defined in Section 9(a) below). Additionally, the Employee will be eligible to receive incentive bonus payments from time to time in accordance with any incentive bonus program then in effect and will be eligible to receive an annual cash incentive bonus under such program at a target level of fifty percent (50%) of Base Salary upon the achievement of targets and other objectives for each fiscal year as approved annually on behalf of the Company by the Board of Directors (the “Annual Bonus”). Such a plan will be administered on the Company’s fiscal year ending December 31, 2008 and thereafter during the remainder of the Term, Executive shall be eligible to participate in an annual performance bonus plan pursuant to which he shall be eligible to receive a target annual bonus basis (the “Annual Incentive Bonus”) equal to One Hundred percent (100%) of his then Base Salary for full attainment of his performance objectives (which may include company-wide objectives), with a maximum annual bonus equal to One Hundred Thirty-Five percent (135%) of his then Base Salary for extraordinary performance on all or nearly all of his performance objectives. The total cash compensation payable to Executive with respect to currently fiscal year 2008 (excluding any payments made pursuant to Section 3.6 hereof), including his Annual Incentive Bonus for 2008, shall not exceed Eight Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($881,250ending March 31). The amount of Executive’s Annual Incentive Bonus, if any, shall be based on the degree to which Executive’s performance objectives for a For each fiscal year have been met. Within 45 days after the Effective Date, Executive, the Chief Executive Officer and the Compensation Committee shall have collectively determined and established Executive’s performance objectives for fiscal year 2008. Thereafter, during the Term, Executivethe Board of Directors and the Employee shall mutually agree upon the targets and other objectives to be achieved for the Employee’s performance objectives entitlement to for each the Annual Bonus such fiscal year shall be collectively established in accordance with the terms of the incentive bonus program. In the event that an incentive payment is earned by the Compensation Committee, the Chief Executive Officer and Executive during Executive’s annual performance review; provided, that in no event shall the percentages set forth in the first paragraph of this Section 3.2 to be used in calculating Executive’s Annual Incentive Bonus be reduced. The Compensation Committee shall determine, Employee under such a plan for each any fiscal year, such payment shall be made to Employee in a lump sum all-cash amount within sixty (60) days following the extent to which Executivedate the Company determines the amount (if any) of the Annual Bonus, provided that the Employee has remained continuously employed in the Company’s performance objectives for such fiscal year have been attained and service through the date the Company determines the amount of the Annual Incentive Bonus, if any, for such fiscal year. Any Annual Incentive Bonus earned by Executive with respect to a fiscal year shall be paid to him promptly after the filing of the Company's Annual Report on Form 10-K for such fiscal year but in no event later than 90 days after the end of such fiscal year. The amount of, and Executive’s entitlement to receive, the Annual Incentive Bonus for a fiscal year shall be determined without regard to whether Executive is employed on the date that such Annual Incentive Bonus is payable.

Incentive Payments. Commencing with (a) 2000 Bonus. After the completion of the Company’s 's fiscal year quarter ending December 31, 2008 and thereafter during the remainder of the Term, Executive shall be eligible to participate in an annual performance bonus plan pursuant to which he shall be eligible to receive a target annual bonus 2000 (the “Annual Incentive Bonus”"Fourth Quarter") equal to One Hundred percent (100%) of his then Base Salary for full attainment of his performance objectives (which may include company-wide objectives), with a maximum annual bonus equal to One Hundred Thirty-Five percent (135%) of his then Base Salary for extraordinary performance on all or nearly all of his performance objectives. The total cash compensation payable to Executive with respect to fiscal year 2008 (excluding any payments made pursuant to Section 3.6 hereof), including his Annual Incentive Bonus for 2008, shall not exceed Eight Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($881,250). The amount of Executive’s Annual Incentive Bonus, if any, shall be based on the degree to which Executive’s performance objectives for a fiscal year have been met. Within 45 days after the Effective Date, Executive, the Chief Executive Officer and the Compensation Committee shall have collectively determined and established Executive’s performance objectives for fiscal year 2008. Thereafter, during the Term, Executive’s performance objectives for each fiscal year shall be collectively established by the Compensation Committee, the Chief Executive Officer and Executive during Executive’s annual performance review; provided, that in no event shall the percentages set forth in the first paragraph of this Section 3.2 to be used in calculating Executive’s Annual Incentive Bonus be reduced. The Compensation Committee shall determine, for each fiscal year, the extent to which Executive’s performance objectives for such fiscal year have been attained and the amount of the Annual Incentive Bonus, if any, for such fiscal year. Any Annual Incentive Bonus earned by Executive with respect to a fiscal year shall be paid to him promptly after the filing of as soon as the Company's financial information required to be included in its Annual Report on Form 10-K for such the fiscal year 2000 is available, but in no event later than 90 days after the end of the Fourth Quarter, the Executive shall be entitled to receive a bonus (the "2000 Bonus") consisting of (1) a cash bonus of up to $25,000 and (2) a stock option grant to purchase 12,500 shares of Common Stock (the "2000 Bonus Option") provided that (i) the Executive satisfies agreed-upon financial and other performance goals each as contained in an incentive plan for the Executive relating to the Fourth Quarter (the "2000 Incentive Plan"), as established in good faith by the Board of Directors in consultation with the Executive as soon as practicable after the Effective Date, and (ii) the Company achieves an agreed-upon profit target relating to the Fourth Quarter as contained in the 2000 Incentive Plan and as established in good faith by the Board of Directors in consultation with the Executive as soon as practicable after the Effective Date; provided, however, that the Board of Directors, in its reasonable discretion, shall determine whether the Executive has satisfied such goals. In the event that the Executive is entitled to the 2000 Bonus, then the Executive shall receive the 2000 Bonus prior to the Company filing its Annual Report on Form 10-K for the fiscal yearyear 2000. (i) 2000 Bonus Option. The amount of, and Executive’s entitlement to receive, exercise price for the Annual Incentive 2000 Bonus for a fiscal year Option shall be determined without regard to whether Executive is employed the closing price of the Common Stock on the date that such Annual Incentive of grant of the 2000 Bonus is payableOption. The 2000 Bonus Option shall, to the maximum extent permissible under Section 422 of the Code constitute incentive stock options, with any balance of the 2000 Bonus Option to be treated as non-statutory stock options. The 2000 Bonus Option shall vest in 48 equal monthly installments on each monthly anniversary of the date of grant. Once exercisable, the 2000 Bonus Option shall remain exercisable for a period of ten (10) years from the date of grant. Notwithstanding the foregoing, the 2000 Bonus Option shall become immediately exercisable in the event of a Change of Control of the Company.

Incentive Payments. Commencing with the Company’s 's fiscal year ending December 31, 2008 and thereafter during the remainder of the Term, Executive shall be eligible to participate in an annual performance bonus plan pursuant to which he shall be eligible to receive a target annual bonus (the “"Annual Incentive Bonus”") equal to One Hundred percent (100%) of his then Base Salary for full attainment of his performance objectives (which may include company-wide objectives), with a maximum annual bonus equal to One Hundred Thirty-Five percent (135%) of his then Base Salary for extraordinary performance on all or nearly all of his performance objectives. The total cash compensation payable to Executive with respect to fiscal year 2008 (excluding any payments made pursuant to Section 3.6 hereof)2008, including his Annual Incentive Bonus for 20082008 (but excluding the bonus payable under Section 3.8), shall not exceed Eight Two Million One Hundred Eighty-One Fifteen Thousand Two Hundred Fifty Dollars ($881,2502,115,000). The amount of Executive’s 's Annual Incentive Bonus, if any, shall be based on the degree to which Executive’s 's performance objectives for a fiscal year have been met. Within 45 70 days after the Effective Date, Executive, the Chief Executive Officer and the Compensation Committee of the Board (after receiving input from the Board) shall have collectively mutually determined and established Executive’s 's performance objectives for fiscal year 2008. Thereafter, during the Term, Executive’s 's performance objectives for each fiscal year shall be collectively mutually established by the Compensation Committee, Committee of the Chief Executive Officer Board and Executive during Executive’s 's annual performance review; provided, that in no event shall the percentages set forth in the first paragraph of this Section 3.2 to be used in calculating Executive’s 's Annual Incentive Bonus be reduced. The Compensation Committee of the Board shall determine, for each fiscal year, the extent to which Executive’s 's performance objectives for such fiscal year have been attained and the amount of the Annual Incentive Bonus, if any, for such fiscal year. Any Annual Incentive Bonus earned by Executive with respect to a fiscal year shall be paid to him promptly after the filing of the Company's Annual Report on Form 10-K for such fiscal year but in no event later than 90 days after the end of such fiscal year. The amount of, and Executive’s 's entitlement to receive, the Annual Incentive Bonus for a fiscal year shall be determined without regard to whether Executive is employed on the date that such Annual Incentive Bonus is payable.

Incentive Payments. Commencing with the Company’s fiscal year ending December 31, 2008 and thereafter during the remainder of the Term, Executive shall be eligible to participate in an annual performance bonus plan pursuant to which he shall be eligible to receive a target annual bonus (the “Annual Incentive Bonus”) equal to One Hundred seventy-five percent (10075%) of his then Base Salary (“Target Bonus”) for full attainment of his performance objectives (which may include company-wide objectives), with a maximum annual bonus equal to One Hundred Thirty-Five percent (135%) of his then Base Salary Target Bonus for extraordinary performance on all or nearly all of his performance objectivesobjectives (the “Annual Incentive Bonus”). The total cash compensation payable to Executive with respect to Notwithstanding the foregoing, for the Company’s fiscal year 2008 (excluding any payments made pursuant to Section 3.6 hereof)ending December 31, including his 2008, achievement of the Annual Incentive Bonus shall be on a pro-rata basis for 2008, shall not exceed Eight Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($881,250)the period following the Effective Date only. The amount of Executive’s Annual Incentive Bonus, if any, shall be based on the degree to which Executive’s performance objectives for a fiscal year have been met. Within 45 days after the Effective Date, Executive, Executive and the Chief Executive Officer and the Compensation Committee shall have collectively mutually determined and established Executive’s performance objectives for fiscal year 2008. Thereafter, during the Term, Executive’s performance objectives for each fiscal year shall be collectively established by the Compensation Committee, the Chief Executive Officer and Executive during Executive’s annual performance review; provided, that in no event shall the percentages set forth in the first paragraph of this Section 3.2 to be used in calculating Executive’s Annual Incentive Bonus be reduced. The Compensation Committee of the Board of Directors shall determine, for each fiscal year, the extent to which Executive’s performance objectives for such fiscal year have been attained and the amount of the Annual Incentive Bonus, if any, for such fiscal year. Any Annual Incentive Bonus earned Should Executive voluntarily terminate his employment after December 31 of any calendar year during the Term but prior to the date any bonus payments for such year are made by Executive with respect to a fiscal year shall be paid to him promptly after the filing of the Company's Annual Report on Form 10-K for such fiscal year but in no event later than 90 days after , Executive shall remain eligible to receive his bonus payment to the end of such fiscal year. The amount of, and Executive’s entitlement extent earned when paid by the Company to receive, the Annual Incentive Bonus for a fiscal year shall be determined without regard to whether Executive is employed on the date that such Annual Incentive Bonus is payableall other Executives.

Incentive Payments. Commencing with the Company’s fiscal year ending December 31, 2008 and thereafter during the remainder of the Term, Executive shall be eligible to participate in an annual performance bonus plan pursuant to which which, as of the Effective Date, he shall be eligible to receive a target annual bonus (the “Annual Incentive Bonus”) equal to One Hundred sixty percent (10060%) of his then Base Salary (the “Target Bonus”) for full attainment of his performance objectives (which may include companyCompany-wide objectives), with a maximum annual bonus equal to One Hundred Thirty-Thirty Five percent (135%) of his then Base Salary Target Bonus for extraordinary performance on all or nearly all of his performance objectivesobjectives (the “Annual Incentive Bonus”). The total cash compensation payable to Executive with respect to Notwithstanding the foregoing, for the Company’s fiscal year 2008 (excluding any payments made pursuant to Section 3.6 hereof)ending December 31, including his 2008, achievement of the Annual Incentive Bonus shall be on a pro-rata basis for 2008, shall not exceed Eight Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($881,250)the period following the Effective Date only. The amount of Executive’s Annual Incentive Bonus, if any, shall be based on the degree to which Executive’s performance objectives for a fiscal year have been met. Within 45 If not previously determined, within forty-five (45) days after the Effective Date, Executive, Executive and the Chief Executive Officer and the Compensation Committee shall have collectively determined and established mutually establish Executive’s performance objectives for fiscal year 2008, which performance objectives will be recommended to the Compensation Committee of the Board for approval. Thereafter, during the Term, Executive’s performance objectives for each fiscal year shall be collectively established by the Compensation Committee, the Chief Executive Officer and Executive during Executive’s annual performance reviewreview and subject to the approval of the Compensation Committee of the Board; provided, that in no event shall the percentages set forth in the first paragraph of this Section 3.2 to be used in calculating Executive’s Annual Incentive Bonus be reduced. The Compensation Committee of the Board shall determine, for each fiscal year, the extent to which Executive’s performance objectives for such fiscal year have been attained and the amount of the Annual Incentive Bonus, if any, for such fiscal year. Any Annual Incentive Bonus earned Should Executive voluntarily terminate his employment after December 31 of any calendar year during the Term but prior to the date any bonus payments for such year are made by Executive with respect to a fiscal year shall be paid to him promptly after the filing of the Company's Annual Report on Form 10-K for such fiscal year but in no event later than 90 days after , Executive shall remain eligible to receive his bonus payment to the end of such fiscal year. The amount of, and Executive’s entitlement extent earned when paid by the Company to receive, the Annual Incentive Bonus for a fiscal year shall be determined without regard to whether Executive is employed on the date that such Annual Incentive Bonus is payableall other Executives.

Incentive Payments. Commencing with the Company’s fiscal year ending December 31, 2008 and thereafter during the remainder of During the Term, Executive shall be eligible to participate in an annual performance bonus plan approved by the Compensation Committee for the Company’s executive officers (as defined under the Securities Exchange Act of 1934, as amended (“Executive Officers”)) and certain other members of management pursuant to which he shall be eligible to receive a target an annual bonus (the “Annual Incentive Bonus”) with a target payout equal to One Hundred fifty percent (10050%) of his then Base Salary (the “Target Bonus”) for full attainment of his performance objectives (which may include companyCompany-wide objectives), with a maximum annual bonus equal to One Hundred Thirty-Five percent (135%) of his then Base Salary for extraordinary performance on all or nearly all of his performance objectives. The total cash compensation payable to Executive with respect to fiscal year 2008 (excluding any payments made pursuant to Section 3.6 hereof), including his Annual Incentive Bonus for 2008, shall not exceed Eight Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($881,250). The amount of Executive’s Annual Incentive Bonus, if any, shall be based on the degree to which Executive’s performance objectives for a fiscal year have been met. Within 45 If not previously determined, within forty-five (45) days after the Effective Date, Executive, Executive and the Chief Executive Operating Officer and the Compensation Committee shall have collectively determined and established mutually establish Executive’s performance objectives for fiscal year 20082010 (and subject to the approval of the Compensation Committee if so required by applicable laws, rules or regulations). Thereafter, during the Term, Executive’s performance objectives for each fiscal year shall be collectively established by the Compensation Committee, the Chief Executive Officer and Executive during Executive’s annual performance reviewreview with the Chief Operating Officer (and, if required by applicable laws, rules or regulations, subject to the approval of the Compensation Committee); provided, that in no event shall the percentages percentage set forth in the first paragraph of this Section 3.2 to be used in calculating Executive’s Annual Incentive Bonus be reduced. The Chief Operating Officer (or, if required by applicable laws, rules or regulations, the Compensation Committee Committee) shall determine, for each fiscal year, the extent to which Executive’s performance objectives for such fiscal year have been attained and the amount of the Annual Incentive Bonus, if any, for such fiscal year. Any Annual Incentive Bonus earned Should Executive voluntarily terminate his employment after December 31 of any calendar year during the Term but prior to the date any bonus payments for such year are made by Executive with respect to a fiscal year shall be paid to him promptly after the filing of the Company's Annual Report on Form 10-K , Executive shall remain eligible to receive his bonus payment (to the extent earned) when paid by the Company to all other Executive Officers. Notwithstanding the foregoing, for such fiscal year but in no event later than 90 days after the end of such Company’s 2010 fiscal year. The amount of, and Executive’s entitlement to receive, achievement of the Annual Incentive Bonus for a fiscal year shall be determined without regard to whether Executive is employed on a pro-rata basis for the date that such Annual Incentive Bonus is payableperiod following the Effective Date only.

Incentive Payments. Commencing with the Company’s fiscal year ending December 31, 2008 _______________________ and thereafter during the remainder of the Term, Executive shall be eligible to participate in an annual performance bonus plan pursuant to which which, as of the Effective Date, he shall be eligible to receive a target annual bonus (the “Annual Incentive Bonus”) equal to One Hundred ________ percent (100__%) of his then Base Salary (the “Target Bonus”) for full attainment of his performance objectives (which may include companyCompany-wide objectives), with a maximum annual bonus equal to One Hundred Thirty-Five ________ percent (135__%) of his then Base Salary Target Bonus for extraordinary performance on all or nearly all of his performance objectivesobjectives (the “Annual Incentive Bonus”). The total cash compensation payable to Executive with respect to Notwithstanding the foregoing, for the Company’s fiscal year 2008 (excluding any payments made pursuant to Section 3.6 hereof)ending _____________________, including his achievement of the Annual Incentive Bonus shall be on a pro-rata basis for 2008, shall not exceed Eight Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($881,250)the period following the Effective Date only. The amount of Executive’s Annual Incentive Bonus, if any, shall be based on the degree to which Executive’s performance objectives for a fiscal year have been met. Within 45 If not previously determined, within forty-five (45) days after the Effective Date, Executive, Executive and the Chief Executive Officer and the Compensation Committee shall have collectively determined and established mutually establish Executive’s performance objectives for fiscal year 2008______, which performance objectives will be recommended to the Compensation Committee of the Board for approval. Thereafter, during the Term, Executive’s performance objectives for each fiscal year shall be collectively established by the Compensation Committee, the Chief Executive Officer and Executive during Executive’s annual performance reviewreview and subject to the approval of the Compensation Committee of the Board; provided, that in no event shall the percentages set forth in the first paragraph of this Section 3.2 to be used in calculating Executive’s Annual Incentive Bonus be reduced. The Compensation Committee of the Board shall determine, for each fiscal year, the extent to which Executive’s performance objectives for such fiscal year have been attained and the amount of the Annual Incentive Bonus, if any, for such fiscal year. Any Annual Incentive Bonus earned Should Executive voluntarily terminate his employment after December 31 of any calendar year during the Term but prior to the date any bonus payments for such year are made by Executive with respect to a fiscal year shall be paid to him promptly after the filing of the Company's Annual Report on Form 10-K for such fiscal year but in no event later than 90 days after , Executive shall remain eligible to receive his bonus payment to the end of such fiscal year. The amount of, and Executive’s entitlement extent earned when paid by the Company to receive, the Annual Incentive Bonus for a fiscal year shall be determined without regard to whether Executive is employed on the date that such Annual Incentive Bonus is payableall other Executives.

Incentive Payments. Commencing with the Company’s fiscal calendar year ending December 31, 2008 and thereafter during the remainder of the Term2020, Executive shall be eligible to participate receive annual incentive amounts in an annual the form of cash and equity awards based upon the satisfaction of performance bonus plan pursuant to which he shall be eligible to receive a target annual bonus criteria (the “Annual Incentive BonusPerformance Goals”) equal to One Hundred percent (100%) that will be established by the Board in its sole discretion and in consultation with the Executive at the beginning of his then Base Salary for full attainment of his performance objectives (which may include company-wide objectives), with a maximum annual bonus equal to One Hundred Thirty-Five percent (135%) of his then Base Salary for extraordinary performance on all or nearly all of his performance objectiveseach year. The total cash compensation payable maximum target incentive payments available shall be up to Executive with respect to fiscal year 2008 (excluding any payments made pursuant to Section 3.6 hereof), including his Annual Incentive Bonus for 2008, shall not exceed Eight Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($881,250). The amount 100% of Executive’s Annual Incentive Bonusannual Base Salary then in effect, as determined in the sole discretion of the Board. Performance Goals will include goals consistent with the Bank’s business plan for the year, as established by the Bank’s management and subject to the review and approval of the Board. The final determinations as to the actual corporate and individual performance against the Performance Goals shall be made by the Board in its sole discretion. Executive’s bonus, if any, shall be based on the degree paid in one lump sum to which Executive’s performance objectives for a fiscal year have been met. Within 45 days after the Effective DateExecutive at such time as other executive bonuses are paid, Executive, the Chief Executive Officer and the Compensation Committee shall have collectively determined and established Executive’s performance objectives for fiscal year 2008. Thereafter, during the Term, Executive’s performance objectives for each fiscal year shall be collectively established by the Compensation Committee, the Chief Executive Officer and Executive during Executive’s annual performance review; provided, that in no event shall the percentages set forth in the first paragraph of this Section 3.2 to be used in calculating Executive’s Annual Incentive Bonus be reduced. The Compensation Committee shall determine, for each fiscal year, the extent to which Executive’s performance objectives for such fiscal year have been attained and the amount of the Annual Incentive Bonus, if any, for such fiscal year. Any Annual Incentive Bonus earned by Executive with respect to a fiscal year shall be paid to him promptly after the filing of the Company's Annual Report on Form 10-K for such fiscal year but in no event later than 90 days after the end 15th day of the third month following the year for which it is earned. Executive must be continuously employed by the Bank through the date of the bonus payment in order to receive such fiscal yearpayment and termination of employment for any reason before such payment date means Executive will not be eligible to earn and receive such payment. The amount of, Any earned bonus payment shall be paid 50% in the form of cash and 50% in the form of shares of PMB restricted stock issued under the PMB 2019 Equity Incentive Plan (the “Plan”). Such restricted shares shall (i) vest in three equal installments on each of the first three anniversaries of the grant date of the restricted shares subject to Executive’s entitlement to receive, Continuous Service (as such term is defined in the Annual Incentive Bonus for Plan) with the Employer and (ii) be evidenced and governed by the PMB restricted stock agreement that Executive must timely execute as a fiscal year condition of the restricted stock grant. All cash incentive payments shall be determined without regard subject to whether applicable adjustments for applicable withholding and payroll taxes. Notwithstanding any provision of any incentive plan or arrangement, no right of continued employment or any modification of the “at will” nature of Executive’s employment with Employer shall be conferred upon Executive is employed on the date that such Annual Incentive Bonus is payablethereunder or result therefrom.

Incentive Payments. Commencing with the Company’s fiscal year ending December 31, 2008 and thereafter during the remainder of the Term, Executive shall be eligible to participate in an annual performance bonus plan pursuant to which which, as of the Effective Date, he shall be eligible to receive a target annual bonus (the “Annual Incentive Bonus”) equal to One Hundred sixty percent (10060%) of his then Base Salary (“Target Bonus”) for full attainment of his performance objectives (which may include company-wide objectives), with a maximum annual bonus equal to One Hundred Thirty-Five percent (135%) of his then Base Salary Target Bonus for extraordinary performance on all or nearly all of his performance objectives. The total cash compensation payable to Executive with respect to fiscal year 2008 objectives (excluding any payments made pursuant to Section 3.6 hereof), including his the “Annual Incentive Bonus for 2008, shall not exceed Eight Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($881,250Bonus”). The amount of Executive’s Annual Incentive Bonus, if any, shall be based on the degree to which Executive’s performance objectives for a fiscal year have been met. Within If not previously determined, within 45 days after the Effective Date, Executive, Executive and the Chief Executive Officer and the Compensation Committee shall have collectively determined and established mutually establish Executive’s performance objectives for fiscal year 2008. Thereafter, during the Term, Executive’s performance objectives for each fiscal year shall be collectively established by the Compensation Committee, the Chief Executive Officer and Executive during Executive’s annual performance review; provided, that in no event shall the percentages set forth in the first paragraph of this Section 3.2 to be used in calculating Executive’s Annual Incentive Bonus be reduced. The Compensation Committee of the Board of Directors shall determine, for each fiscal year, the extent to which Executive’s performance objectives for such fiscal year have been attained and the amount of the Annual Incentive Bonus, if any, for such fiscal year. Any Annual Incentive Bonus earned Should Executive voluntarily terminate his employment after December 31 of any calendar year during the Term but prior to the date any bonus payments for such year are made by Executive with respect to a fiscal year shall be paid to him promptly after the filing of the Company's Annual Report on Form 10-K for such fiscal year but in no event later than 90 days after , Executive shall remain eligible to receive his bonus payment to the end of such fiscal year. The amount of, and Executive’s entitlement extent earned when paid by the Company to receive, the Annual Incentive Bonus for a fiscal year shall be determined without regard to whether Executive is employed on the date that such Annual Incentive Bonus is payableall other Executives.

Incentive Payments. Commencing with the Company’s 's fiscal year ending December 31, 2008 2013 and thereafter during the remainder of the Term, Executive shall be eligible to participate in an annual performance bonus plan pursuant to which he shall be eligible to receive a target annual bonus (the “"Annual Incentive Bonus”") equal to One Hundred percent (100%) of his then Base Salary for full attainment of his performance objectives (which may include company-wide objectives), with a maximum annual bonus equal to One Hundred Thirty-and Thirty Five percent (135%) of his then Base Salary for extraordinary performance on all or nearly all of his performance pay objectives. The total cash compensation payable to Executive with respect to fiscal year 2008 (excluding any payments made pursuant to Section 3.6 hereof), including his Annual Incentive Bonus for 2008, shall not exceed Eight Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($881,250). The amount of Executive’s 's Annual Incentive Bonus, if any, shall be based on the degree to which Executive’s 's performance objectives for a fiscal year have been met. Within 45 days after the Effective Date, Executive, the Chief Executive Officer and the The Compensation Committee of the Board shall have collectively determined and established establish Executive’s 's performance objectives for fiscal year 20082013 in writing as soon as practicable after the Effective Date. Thereafter, during the Term, Executive’s 's performance objectives 2 for each fiscal year shall be collectively established by the Compensation Committee, the Chief Executive Officer and Executive during Executive’s annual performance review; provided, that in no event shall the percentages set forth in the first paragraph of this Section 3.2 to be used in calculating Executive’s 's Annual Incentive Bonus be reduced. The Compensation Committee of the Board shall determine, for each fiscal year, the extent to which Executive’s 's performance objectives for such fiscal year have been attained and the corresponding amount of the Annual Incentive Bonus, if any, for such fiscal year. Any Annual Incentive Bonus earned by Executive with respect to a fiscal year shall be paid to him promptly after the filing of the Company's Annual Report on Form 10-K for such fiscal year but in no event later than 90 days 2.5 months after the end of such fiscal year. The amount of, and Executive’s 's entitlement to receive, the Annual Incentive Bonus for a fiscal year shall be determined without regard to whether Executive is employed on the date that such Annual Incentive Bonus is payable.

Incentive Payments. Commencing with the Company’s fiscal year ending December 31, 2008 and thereafter during the remainder of During the Term, Executive shall be eligible to participate in an annual performance bonus plan approved by the Compensation Committee for the Company's executive officers (as defined under the Securities Exchange Act of 1934, as amended ("Executive Officers")) and certain other members of management pursuant to which he shall be eligible to receive a target an annual bonus (the “"Annual Incentive Bonus”") with a target payout equal to One Hundred percent (100%) of his then Base Salary (the "Target Bonus") for full attainment of his performance objectives (which may include companyCompany-wide objectives), with a maximum annual bonus equal to One Hundred Thirty-Five percent (135%) of his then Base Salary for extraordinary performance on all or nearly all of his performance objectives. The total cash compensation payable to Executive with respect to fiscal year 2008 (excluding any payments made pursuant to Section 3.6 hereof), including his Annual Incentive Bonus for 2008, shall not exceed Eight Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($881,250). The amount of Executive’s 's Annual Incentive Bonus, if any, shall be based on the degree to which Executive’s 's performance objectives for a fiscal year have been met. Within 45 If not previously determined, within forty-five (45) days after the Effective Date, Executive, Executive and the Chief Executive Operating Officer and the Compensation Committee shall have collectively determined and established mutually establish Executive’s 's performance objectives for fiscal year 20082011 (and subject to the approval of the Compensation Committee if so required by applicable laws, rules or regulations). Thereafter, during the Term, Executive’s 's performance objectives for each fiscal year shall be collectively established during Executive's annual performance review with the Chief Operating Officer (and, if required by applicable laws, rules or regulations, subject to the approval of the Compensation Committee, the Chief Executive Officer and Executive during Executive’s annual performance review); provided, that in no event shall the percentages percentage set forth in the first paragraph of this Section 3.2 to be used in calculating Executive’s 's Annual Incentive Bonus be reduced. The Chief Operating Officer (or, if required by applicable laws, rules or regulations, the Compensation Committee Committee) shall determine, for each fiscal year, the extent to which Executive’s 's performance objectives for such fiscal year have been attained and the amount of the Annual Incentive Bonus, if any, for such fiscal year. Any Annual Incentive Bonus earned Should Executive voluntarily terminate his employment after December 31 of any calendar year during the Term but prior to the date any bonus payments for such year are made by the Company, Executive with respect shall remain eligible to a fiscal year shall be receive his bonus payment (to the extent earned) when paid by the Company to him promptly after all other Executive Officers. Notwithstanding the filing of foregoing, for the Company's Annual Report on Form 10-K for such fiscal year but in no event later than 90 days after the end of such 2011 fiscal year. The amount of, and Executive’s entitlement to receive, achievement of the Annual Incentive Bonus for a fiscal year shall be determined without regard to whether Executive is employed on a pro-rata basis for the date that such Annual Incentive Bonus is payableperiod following the Effective Date only.

Incentive Payments. Commencing with the Company’s fiscal year ending December 31, 2008 and thereafter during the remainder of During the Term, Executive shall be eligible to participate in an annual performance bonus plan approved by the Compensation Committee for the Company’s executive officers (as defined under the Securities Exchange Act of 1934, as amended (“Executive Officers”)) and certain other members of management pursuant to which he shall be eligible to receive a target an annual bonus (the “Annual Incentive Bonus”) with a target payout equal to One Hundred _______________ percent (100___%) of his then Base Salary (the “Target Bonus”) for full attainment of his performance objectives (which may include companyCompany-wide objectives), with a maximum annual bonus equal to One Hundred Thirty-Five percent (135%) of his then Base Salary for extraordinary performance on all or nearly all of his performance objectives. The total cash compensation payable to Executive with respect to fiscal year 2008 (excluding any payments made pursuant to Section 3.6 hereof), including his Annual Incentive Bonus for 2008, shall not exceed Eight Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($881,250). The amount of Executive’s Annual Incentive Bonus, if any, shall be based on the degree to which Executive’s performance objectives for a fiscal year have been met. Within 45 If not previously determined, within forty-five (45) days after the Effective Date, Executive, Executive and the Chief Executive Operating Officer and the Compensation Committee shall have collectively determined and established mutually establish Executive’s performance objectives for fiscal year 20082011 (and subject to the approval of the Compensation Committee if so required by applicable laws, rules or regulations). Thereafter, during the Term, Executive’s performance objectives for each fiscal year shall be collectively established by the Compensation Committee, the Chief Executive Officer and Executive during Executive’s annual performance reviewreview with the Chief Operating Officer (and, if required by applicable laws, rules or regulations, subject to the approval of the Compensation Committee); provided, that in no event shall the percentages percentage set forth in the first paragraph of this Section 3.2 to be used in calculating Executive’s Annual Incentive Bonus be reduced. The Chief Operating Officer (or, if required by applicable laws, rules or regulations, the Compensation Committee Committee) shall determine, for each fiscal year, the extent to which Executive’s performance objectives for such fiscal year have been attained and the amount of the Annual Incentive Bonus, if any, for such fiscal year. Any Annual Incentive Bonus earned Should Executive voluntarily terminate his employment after December 31 of any calendar year during the Term but prior to the date any bonus payments for such year are made by Executive with respect to a fiscal year shall be paid to him promptly after the filing of the Company's Annual Report on Form 10-K , Executive shall remain eligible to receive his bonus payment (to the extent earned) when paid by the Company to all other Executive Officers. Notwithstanding the foregoing, for such fiscal year but in no event later than 90 days after the end of such Company’s 2011 fiscal year. The amount of, and Executive’s entitlement to receive, achievement of the Annual Incentive Bonus for a fiscal year shall be determined without regard to whether Executive is employed on a pro-rata basis for the date that such Annual Incentive Bonus is payableperiod following the Effective Date only.

Incentive Payments. Commencing with the Company’s 's fiscal year ending December 31, 2008 2013 and thereafter during the remainder of the Term, Executive shall be eligible to participate in an annual performance bonus plan pursuant to which he shall be eligible to receive a target annual bonus (the “"Annual Incentive Bonus”") equal to One Hundred percent (100%) of his then Base Salary for full attainment of his performance objectives (which may include company-wide objectives), with a maximum annual bonus equal to One Hundred Thirty-and Thirty Five percent (135%) of his then Base Salary for extraordinary performance on all or nearly all of his performance pay objectives. The total cash compensation payable to Executive with respect to fiscal year 2008 (excluding any payments made pursuant to Section 3.6 hereof), including his Annual Incentive Bonus for 2008, shall not exceed Eight Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($881,250). The amount of Executive’s 's Annual Incentive Bonus, if any, shall be based on the degree to which Executive’s 's performance objectives for a fiscal year have been met. Within 45 days after the Effective Date, Executive, the Chief Executive Officer and the The Compensation Committee of the Board shall have collectively determined and established establish Executive’s 's performance objectives for fiscal year 20082013 in writing as soon as practicable after the Effective Date. Thereafter, during the Term, Executive’s 's performance objectives for each fiscal year shall be collectively established by the Compensation Committee, the Chief Executive Officer and Executive during Executive’s annual performance review; provided, that in no event shall the percentages set forth in the first paragraph of this Section 3.2 to be used in calculating Executive’s 's Annual Incentive Bonus be reduced. The Compensation Committee of the Board shall determine, for each fiscal year, the extent to which Executive’s 's performance objectives for such fiscal year have been attained and the corresponding amount of the Annual Incentive Bonus, if any, for such fiscal year. Any Annual Incentive Bonus earned by Executive with respect to a fiscal year shall be paid to him promptly after the filing of the Company's Annual Report on Form 10-K for such fiscal year but in no event later than 90 days 2.5 months after the end of such fiscal year. The amount of, and Executive’s 's entitlement to receive, the Annual Incentive Bonus for a fiscal year shall be determined without regard to whether Executive is employed on the date that such Annual Incentive Bonus is payable.

Incentive Payments. Commencing with the Company’s 's fiscal year ending December 31, 2008 and thereafter during the remainder of the Term, Executive shall be eligible to participate in an annual performance bonus plan pursuant to which which, as of the Effective Date, he shall be eligible to receive a target annual bonus (the “Annual Incentive Bonus”) equal to One Hundred sixty percent (10060%) of his then Base Salary (the "Target Bonus") for full attainment of his performance objectives (which may include companyCompany-wide objectives), with a maximum annual bonus equal to One Hundred Thirty-Thirty Five percent (135%) of his then Base Salary Target Bonus for extraordinary performance on all or nearly all of his performance objectivesobjectives (the "Annual Incentive Bonus"). The total cash compensation payable to Executive with respect to Notwithstanding the foregoing, for the Company's fiscal year 2008 (excluding any payments made pursuant to Section 3.6 hereof)ending December 31, including his 2008, achievement of the Annual Incentive Bonus shall be on a pro-rata basis for 2008, shall not exceed Eight Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($881,250)the period following the Effective Date only. The amount of Executive’s 's Annual Incentive Bonus, if any, shall be based on the degree to which Executive’s 's performance objectives for a fiscal year have been met. Within 45 If not previously determined, within forty-five (45) days after the Effective Date, Executive, Executive and the Chief Executive Officer and the Compensation Committee shall have collectively determined and established mutually establish Executive’s 's performance objectives for fiscal year 2008, which performance objectives will be recommended to the Compensation Committee of the Board for approval. Thereafter, during the Term, Executive’s 's performance objectives for each fiscal year shall be collectively established by during Executive's annual performance review and subject to the approval of the Compensation Committee, Committee of the Chief Executive Officer and Executive during Executive’s annual performance reviewBoard; provided, that in no event shall the percentages set forth in the first paragraph of this Section 3.2 to be used in calculating Executive’s 's Annual Incentive Bonus be reduced. The Compensation Committee of the Board shall determine, for each fiscal year, the extent to which Executive’s 's performance objectives for such fiscal year have been attained and the amount of the Annual Incentive Bonus, if any, for such fiscal year. Any Annual Incentive Bonus earned Should Executive voluntarily terminate his employment after December 31 of any calendar year during the Term but prior to the date any bonus payments for such year are made by Executive with respect to a fiscal year shall be paid to him promptly after the filing of the Company's Annual Report on Form 10-K for such fiscal year but in no event later than 90 days after , Executive shall remain eligible to receive his bonus payment to the end of such fiscal year. The amount of, and Executive’s entitlement extent earned when paid by the Company to receive, the Annual Incentive Bonus for a fiscal year shall be determined without regard to whether Executive is employed on the date that such Annual Incentive Bonus is payableall other Executives.