Common use of Base Salary; Bonus; Benefits Clause in Contracts

Base Salary; Bonus; Benefits. (a) During the Employment Period, you will be entitled to a minimum annual base salary (the "Base Salary") of $220,000 payable by Interstate in such installments (but not less often than bi-weekly) as is generally the policy of the Companies with respect to the payment of regular compensation to its executive officers. The Base Salary may be increased from time to time in the sole discretion of Holdings' Board. During the Employment Period, you will also be entitled to the benefits set forth in Part I on Schedule 4(a) attached hereto, which include four weeks vacation per year and such other benefits as may from time to time be made available to other executive officers of the Companies generally, including, without limitation, (i) participation in such health, life and disability insurance programs and retirement or savings plans as the Companies may from time to time maintain in effect (provided, however, -------- ------- that, during the period ending on the first anniversary of the date hereof (or April 1, 1999, in the case of group health plans), the Companies will not amend or modify, in any manner that would have a materially adverse effect on the benefits made available thereunder, any of the employee benefit plans and programs required to be maintained by Section 7.6 of the Purchase Agreement set forth in Part II on Schedule 4(a) attached hereto that are maintained by ICI and ------- ------------- ICSI; provided further however, that you may elect to not be covered by the -------- ------- ------- Companies' benefit plans by so notifying the Companies, and the Companies shall pay you an amount equal to the benefits cost savings realized by the Company, as reasonably determined by the Companies and you in consultation with the Companies' benefits consultants), (ii) participation in such stock option plans of Holdings as may be adopted from time to time for the executive officers of the Companies on terms determined by the Board of Holdings and (iii) during the Employment Period and for a period of six years thereafter, with respect to your position as a director or officer (as the case may be), directors' and officers' liability insurance. Part III of Schedule 4(a) attached hereto sets forth the benefits made available on the date hereof to the other executive officers of Holdings and its subsidiaries generally. (b) In addition to the Base Salary and benefits set forth in paragraph (a) above, during the Employment Period you will be entitled to receive a bonus, if any, with respect to each full calendar year occurring during the Employment Period, commencing with the calendar year ending December 31, 1998, such bonus to be paid in a lump sum following the end of the calendar year with respect to which such bonus is payable (such payment to be made at the same time performance bonuses are paid to the other senior managers of Holdings and its subsidiaries). If your employment with the Companies is terminated for any reason other than without "cause" pursuant to Section 8(b), the Companies will not pay you a bonus with respect to the calendar year in which your employment is terminated or thereafter. If your employment with the Companies is terminated without "cause" pursuant to Section 6(b) below, you will be entitled to receive that portion of the bonus payable for the calendar year during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days, payable in accordance with the first sentence of this Section 4(b). The bonus payable for each such calendar year shall be subject to and determined based on the achievement by Holdings and its subsidiaries of specified performance targets applicable to the other senior managers of Holdings and its subsidiaries, such bonus to range from $35,000 upon the achievement of the minimum specified targets to $90,000 upon the achievement of the maximum specified targets. The minimum specified target for the year ending December 31, 1998, is $9.0 million in Operating Income (as defined in Schedule 4(b)) and the maximum specified target for the year ending December 31, 1998, is $9.9 million in Operating Income (as defined in Schedule 4(b)), subject in each case to the adjustment of such targets pursuant to Schedule 4(b). -------------

Base Salary; Bonus; Benefits. (a) During the Employment Period, you will be entitled to a minimum annual base salary (the "Base Salary") of $220,000 235,000, payable by Interstate in such installments (but not less often than bi-weekly) as is generally the policy of the Companies with respect to the payment of regular compensation to its executive officers. The Base Salary may be increased from time to time in the sole discretion of Holdings' Board. During the Employment Period, you will also be entitled to the benefits set forth in Part I on Schedule 4(a) attached ------ ------------- hereto, which include four weeks vacation per year and such other benefits as may from time to time be made available to other executive officers of the Companies generally, including, without limitation, (i) participation in such health, life and disability insurance programs and retirement or savings plans as the Companies may from time to time maintain in effect (provided, however, -------- ------- that, during the period ending on the first anniversary of the date hereof (or April 1, 1999, in the case of group health plans), the Companies will not amend or modify, in any manner that would have a materially adverse effect on the benefits made available thereunder, any of the employee benefit plans and programs required to be maintained by Section 7.6 of the Purchase Agreement set forth in Part II on Schedule 4(a) attached hereto that are ------- ------------- maintained by ICI and ------- ------------- ICSIICSI required to be maintained by Section 7.6 of the Purchase Agreement; provided further further, however, that you may elect to not be -------- ------- ------- covered by the -------- ------- ------- Companies' Companies benefit plans by so notifying the Companies, and the Companies shall pay you an amount equal to the benefits cost savings realized by the Company, as reasonably determined by the Companies and you in consultation with the Companies' benefits consultants), (ii) participation in such stock option plans of Holdings as may be adopted from time to time for the executive officers of the Companies on terms determined by the Board of Holdings and (iii) during the Employment Period and for a period of six years thereafter, with respect to your position as a director or officer (as the case may be), directors' and officers' liability insurance. Part III of Schedule 4(a) attached hereto sets forth the benefits made available on the date hereof to the other executive officers of Holdings and its subsidiaries generally. (b) In addition to the Base Salary and benefits set forth in paragraph (a) above, during the Employment Period you will be entitled to receive a bonus, if any, with respect to each full calendar year occurring during the Employment Period, commencing with the calendar year ending December 31, 1998, such bonus to be paid in a lump sum following the end of the calendar year with respect to which such bonus is payable (such payment to be made at the same time performance bonuses are paid to the other senior managers of Holdings and its subsidiaries). If your employment with the Companies is terminated for any reason other than without "cause" pursuant to Section 8(b), the Companies will not pay you a bonus with respect to the calendar year in which your employment is terminated or thereafter. If your employment with the Companies is terminated without "cause" pursuant to Section 6(b) below, you will be entitled to receive that portion of the bonus payable for the calendar year during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days, payable in accordance with the first sentence of this Section 4(b). The bonus payable for each such calendar year shall be subject to and determined based on the achievement by Holdings and its subsidiaries of specified performance targets applicable to the other senior managers of Holdings and its subsidiaries, such bonus to range from $35,000 upon the achievement of the minimum specified targets to $90,000 upon the achievement of the maximum specified targets. The minimum specified target for the year ending December 31, 1998, is $9.0 million in Operating Income (as defined in on Schedule 4(b)) and the maximum specified target for the year ending December 31, 1998, is $9.9 million in Operating Income (as defined in on Schedule 4(b)), subject in each case to the adjustment of such targets pursuant to Schedule 4(b). -------------.

Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its affiliates) shall pay you will be entitled to a minimum annual base salary (the "Base Salary") of $220,000 225,000, payable by Interstate in such installments (but not less often than bi-weeklymonthly) as is generally the policy of the Companies Company with respect to the payment of regular compensation to its executive officers. The Base Salary may be increased from time to time in the sole discretion of Holdings' Boardthe Board of Directors of the Company. During the Employment Period, you will also be entitled to the benefits set forth in Part I on Schedule 4(a) attached hereto, which include four weeks vacation per year and such other benefits as may from time to time be made available to other executive officers of the Companies Company generally, including, without limitation, (i) participation in such health, life and disability insurance programs and retirement or savings plans as the Companies Company may from time to time maintain in effect (provided, however, -------- ------- that, during the period ending on the first anniversary of the date hereof (or April 1, 1999, in the case of group health plans), the Companies will not amend or modify, in any manner that would have a materially adverse effect on the benefits made available thereunder, any of the employee benefit plans and programs required to be maintained by Section 7.6 of the Purchase Agreement set forth in Part II on Schedule 4(a) attached hereto that are maintained by ICI and ------- ------------- ICSI; provided further however, that you may elect to not be covered by the -------- ------- ------- Companies' benefit plans by so notifying the Companies, and the Companies shall pay you an amount equal to the benefits cost savings realized by the Company, as reasonably determined by the Companies and you in consultation with the Companies' benefits consultants), (ii) participation in such stock option plans the use of Holdings as may be adopted from time to time for the executive officers of the Companies on terms determined a vehicle provided by the Board of Holdings and (iii) during Company or an equivalent monthly car allowance in accordance with the Employment Period and for a period of six years thereafter, Company's policy with respect to your position as a director or officer (as the case may be), directors' and officers' liability insurance. Part III of Schedule 4(a) attached hereto sets forth the benefits made available on the date hereof to the other executive officers of Holdings and its subsidiaries generallysenior executives. (b) In addition to the Base Salary and benefits set forth in paragraph (a) above, during the Employment Period you will be entitled to receive a cash incentive bonus, if any, with respect to each full calendar fiscal year of the Company occurring during the Employment Period, commencing with as provided in this paragraph. The bonus, if any, for each fiscal year of the calendar year Company ending on or prior to December 31, 19982001, such bonus shall be calculated in the manner set forth on Annex A attached to this Agreement and ------- shall be paid due and payable as soon as practicable, but in a lump sum no event later than 30 days, following the end Company's receipt from its public accountants of the calendar year with respect to which such bonus is payable (such payment to be made at audited financial statements of the same time performance bonuses are paid to the other senior managers of Holdings and its subsidiaries)Company. If your employment with the Companies Company is terminated for any reason other than without "cause" pursuant to Section 8(b), the Companies Company will not pay you a bonus with respect to the calendar fiscal year in which your employment is terminated or thereafter. If your employment with the Companies Company is terminated without "cause" pursuant to as provided in Section 6(b8(b) below, you will be entitled to receive that portion of the bonus payable for the calendar such fiscal year during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days, payable in accordance with the first second sentence of this Section 4(b). The bonus payable for For each such calendar year shall be subject to and determined based on the achievement by Holdings and its subsidiaries of specified performance targets applicable to the other senior managers of Holdings and its subsidiaries, such bonus to range from $35,000 upon the achievement of the minimum specified targets to $90,000 upon the achievement of the maximum specified targets. The minimum specified target for the fiscal year ending after December 31, 19982001, is $9.0 million the amount of the bonus and the criteria therefor shall be determined by the Board of Directors. In the event that the Company consummates any mergers or acquisitions (whether of assets, stock or other interests) or other extraordinary transactions, the Board of Directors shall in good faith make such adjustments to the targets set forth on Annex A for Operating Income (as defined in Schedule 4(b)on Annex A) and to take into account the maximum specified target for the year ending December 31, 1998, is $9.9 million in Operating Income (as defined in Schedule 4(b)), subject in each case to the adjustment ------- ------- effects of any such targets pursuant to Schedule 4(b). -------------acquisition or transaction.

Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its affiliates) shall pay you will be entitled to a minimum annual base salary (the "Base Salary") of $220,000 200,000, payable by Interstate in such installments (but not less often than bi-weeklymonthly) as is generally the policy of the Companies Company with respect to the payment of regular compensation to its executive officers. The Base Salary may be increased from time to time in the sole discretion of Holdings' Boardthe Board of Directors of the Company. During the Employment Period, you will also be entitled to the benefits set forth in Part I on Schedule 4(a) attached hereto, which include four weeks vacation per year and such other benefits as may from time to time be made available to other executive officers of the Companies Company generally, including, without limitation, (i) participation in such health, life and disability insurance programs and retirement or savings plans as the Companies Company may from time to time maintain in effect (provided, however, -------- ------- that, during the period ending on the first anniversary of the date hereof (or April 1, 1999, in the case of group health plans), the Companies will not amend or modify, in any manner that would have a materially adverse effect on the benefits made available thereunder, any of the employee benefit plans and programs required to be maintained by Section 7.6 of the Purchase Agreement set forth in Part II on Schedule 4(a) attached hereto that are maintained by ICI and ------- ------------- ICSI; provided further however, that you may elect to not be covered by the -------- ------- ------- Companies' benefit plans by so notifying the Companies, and the Companies shall pay you an amount equal to the benefits cost savings realized by the Company, as reasonably determined by the Companies and you in consultation with the Companies' benefits consultants), (ii) participation in such stock option plans the use of Holdings as may be adopted from time to time for the executive officers of the Companies on terms determined a vehicle provided by the Board of Holdings and (iii) during Company or an equivalent monthly car allowance in accordance with the Employment Period and for a period of six years thereafter, Company's policy with respect to your position as a director or officer (as the case may be), directors' and officers' liability insurance. Part III of Schedule 4(a) attached hereto sets forth the benefits made available on the date hereof to the other executive officers of Holdings and its subsidiaries generallysenior executives. (b) In addition to the Base Salary and benefits set forth in paragraph (a) above, during the Employment Period you will be entitled to receive a cash incentive bonus, if any, with respect to each full calendar fiscal year of the Company occurring during the Employment Period, commencing with as provided in this paragraph. The bonus, if any, for each fiscal year of the calendar year Company ending on or prior to December 31, 19982001, such bonus shall be calculated in the manner set forth on Annex A attached to this Agreement and ------- shall be paid due and payable as soon as practicable, but in a lump sum no event later than 30 days, following the end Company's receipt from its public accountants of the calendar year with respect to which such bonus is payable (such payment to be made at audited financial statements of the same time performance bonuses are paid to the other senior managers of Holdings and its subsidiaries)Company. If your employment with the Companies Company is terminated for any reason other than without "cause" pursuant to Section 8(b), the Companies Company will not pay you a bonus with respect to the calendar fiscal year in which your employment is terminated or thereafter. If your employment with the Companies Company is terminated without "cause" pursuant to as provided in Section 6(b8(b) below, you will be entitled to receive that portion of the bonus payable for the calendar such fiscal year during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days, payable in accordance with the first second sentence of this Section 4(b). The bonus payable for For each such calendar year shall be subject to and determined based on the achievement by Holdings and its subsidiaries of specified performance targets applicable to the other senior managers of Holdings and its subsidiaries, such bonus to range from $35,000 upon the achievement of the minimum specified targets to $90,000 upon the achievement of the maximum specified targets. The minimum specified target for the fiscal year ending after December 31, 19982001, is $9.0 million the amount of the bonus and the criteria therefor shall be determined by the Board of Directors. In the event that the Company consummates any mergers or acquisitions (whether of assets, stock or other interests) or other extraordinary transactions, the Board of Directors shall in good faith make such adjustments to the targets set forth on Annex A for Operating Income (as ------- defined in Schedule 4(b)on Annex A) and to take into account the maximum specified target for the year ending December 31, 1998, is $9.9 million in Operating Income (as defined in Schedule 4(b)), subject in each case to the adjustment effects of any such targets pursuant to Schedule 4(b). -------------acquisition ------- or transaction.

Base Salary; Bonus; Benefits. (a) During the Employment Period, you will be entitled to the Company (or any of its subsidiaries or other affiliates, including Pacer, if applicable), shall pay the Employee a minimum annual base salary (the "Base Salary") of $220,000 250,000, payable by Interstate ----------- in such installments (but not less often than bi-weeklymonthly) as is generally the policy of the Companies Pacer and its subsidiaries from time to time with respect to the payment of regular compensation to its their respective executive officers. The Base Salary may be increased from time to time in the sole discretion of Holdings' Board. During the Employment Period, you the Employee will also be entitled to the benefits set forth in Part I on Schedule 4(a(i) attached hereto, which include no less than four (4) weeks vacation per year occurring during the Employment Period, taken in accordance with the Company's policy in effect from time to time, and (ii) such other benefits as may be made available from time to time be made available to other executive officers of the Companies Pacer and its subsidiaries generally, including, without limitation, (i) participation in such health, life and disability insurance programs programs, stock option plans, and retirement or savings plans plans, if any, as the Companies Pacer and its subsidiaries may from time to time maintain in effect (providedeffect, however, -------- ------- that, during the period ending on the first anniversary of the date hereof (or April 1, 1999, in the case of group health plans), the Companies will not amend or modify, in any manner that would have a materially adverse effect on the benefits made available thereunder, any of the employee benefit plans subject to Pacer's and programs required to be maintained by Section 7.6 of the Purchase Agreement set forth in Part II on Schedule 4(a) attached hereto that are maintained by ICI and ------- ------------- ICSI; provided further however, that you may elect to not be covered by the -------- ------- ------- Companiesits subsidiaries' benefit plans by so notifying the Companies, and the Companies shall pay you an amount equal to the benefits cost savings realized by the Company, as reasonably determined by the Companies and you in consultation with the Companies' benefits consultants), (ii) participation in such stock option plans of Holdings as may be adopted rights from time to time for the executive officers to amend, modify, change or terminate in any respect any of the Companies on terms determined by the Board of Holdings and (iii) during the Employment Period and for a period of six years thereaftertheir respective employee benefit plans, with respect to your position as a director policies, programs or officer (as the case may be), directors' and officers' liability insurance. Part III of Schedule 4(a) attached hereto sets forth the benefits made available on the date hereof to the other executive officers of Holdings and its subsidiaries generallybenefits. (b) In addition to the Base Salary and benefits set forth in paragraph (a) aboveSection 4(a), during the Employment Period you Period, the Employee will be entitled to receive a bonuscash incentive bonus (the "Performance Bonus"), if any, of up to thirty percent ----------------- (30%) of the Employee's Base Salary with respect to each full calendar year occurring during the Employment Period, commencing with the calendar year ending December 31, 1998, such bonus to be paid by the Company (or any of its subsidiaries or other affiliates, including Pacer, if applicable), in a lump sum following the end of the calendar year with respect to which such bonus is payable (such payment to be made at or within the same time or times that performance bonuses are paid to the other senior managers executive officers of Holdings Pacer and its subsidiaries). If your The Performance Bonus, if any, payable with respect to any calendar year shall be determined reasonably by the Board based (i) fifty percent (50%) on Pacer's operating income and/or other results of operations for such calendar year, provided that such income and/or other results are favorable -------- when compared to Pacer's budget (as approved by Pacer's Board of Directors) for such calendar year, and (ii) fifty percent (50%) on the Company's operating income and/or other results of operations for such calendar year, provided that -------- such income and/or results are favorable when compared to the Company's budget (as approved by the Board) for such calendar year. Anything contained in this Agreement to the contrary notwithstanding, if the Employee's employment with the Companies Company is terminated for any reason reason, other than a termination by the Company without "cause" pursuant to Section 8(b7(b), neither the Companies will not Company nor any of its subsidiaries or other affiliates, including Pacer, shall be obligated to pay you a bonus the Employee any Performance Bonus with respect to the calendar year of the Company in which your employment is terminated such termination occurred or thereafter. If your the Employee's employment with the Companies Company is terminated by the Company without "cause" pursuant to Section 6(b) below7(b), you will the Employee shall be entitled to receive that portion of the bonus Performance Bonus, if any, payable for the calendar year of the Company during which such termination occurs occurs, pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days, payable in accordance with the first sentence of this Section 4(b). (c) All references herein to compensation to be paid to the Employee are to the gross amounts thereof that may be due hereunder. The bonus payable for each such calendar year shall be subject to and determined based on the achievement by Holdings and Company (or any of its subsidiaries or other affiliates, including Pacer, if applicable) shall have the right to deduct therefrom all sums that may be required to be deducted or withheld under any provision of specified performance targets applicable to law (including, without limitation, social security payments, income tax withholding, and any other deduction required by law) as in effect at all relevant times during the other senior managers term of Holdings and its subsidiaries, such bonus to range from $35,000 upon the achievement of the minimum specified targets to $90,000 upon the achievement of the maximum specified targets. The minimum specified target for the year ending December 31, 1998, is $9.0 million in Operating Income (as defined in Schedule 4(b)) and the maximum specified target for the year ending December 31, 1998, is $9.9 million in Operating Income (as defined in Schedule 4(b)), subject in each case to the adjustment of such targets pursuant to Schedule 4(b). -------------this Agreement.

Base Salary; Bonus; Benefits. (a) During the Employment Period, you will be entitled to a minimum the Company (or any of its subsidiaries or other affiliates) shall pay the Employee an annual base salary (the "Base Salary") of Ninety Thousand Dollars ($220,000 90,000.00), payable by Interstate in such installments (but not less often than bi-weeklymonthly) as is generally the policy of the Companies Company from time to time with respect to the payment of regular compensation to its executive officers. The Base Salary may be increased from time to time in the sole discretion of Holdings' Board. During the Employment Period, you the Employee will also be entitled to the benefits set forth in Part I on Schedule 4(a(i) attached hereto, which include four no less than two (2) weeks vacation per calendar year occurring during the Employment Period, which shall accrue and be taken in accordance with the Company's policy in effect from time to time, and (ii) such other benefits as may be made available from time to time be made available to other executive officers of the Companies Company generally, including, without limitation, (i) participation in such health, life and disability insurance programs and retirement or savings plans plans, if any, as the Companies Company may from time to time maintain in effect (providedeffect, however, -------- ------- that, during the period ending on the first anniversary of the date hereof (or April 1, 1999, in the case of group health plans), the Companies will not amend or modify, in any manner that would have a materially adverse effect on the benefits made available thereunder, any of the employee benefit plans and programs required to be maintained by Section 7.6 of the Purchase Agreement set forth in Part II on Schedule 4(a) attached hereto that are maintained by ICI and ------- ------------- ICSI; provided further however, that you may elect to not be covered by the -------- ------- ------- Companies' benefit plans by so notifying the Companies, and the Companies shall pay you an amount equal subject to the benefits cost savings realized by the Company, as reasonably determined by the Companies and you in consultation with the Companies' benefits consultants), (ii) participation in such stock option plans of Holdings as may be adopted 's rights from time to time for the executive officers to amend, modify, change or terminate in any respect any of the Companies on terms determined by the Board of Holdings and (iii) during the Employment Period and for a period of six years thereafterits employee benefit plans, with respect to your position as a director policies, programs or officer (as the case may be), directors' and officers' liability insurance. Part III of Schedule 4(a) attached hereto sets forth the benefits made available on the date hereof to the other executive officers of Holdings and its subsidiaries generallybenefits. (b) In addition to the Base Salary and benefits set forth in paragraph (a) above10.14(a), during the Employment Period you the Employee will be entitled eligible to receive a bonusan equity incentive bonus based on the earn out schedule attached hereto as Schedule A, if anyas determined by the Board in its sole discretion, with respect to each full calendar year occurring during the Employment Period, commencing with the calendar year ending December 31, 1998, such bonus to be paid 2005. Anything contained in a lump sum following the end of the calendar year with respect to which such bonus is payable (such payment to be made at the same time performance bonuses are paid this Agreement to the other senior managers of Holdings and its subsidiaries). If your contrary notwithstanding, if the Employee's employment with the Companies Company is terminated for any reason reason, neither the Company nor any of its subsidiaries or other than without "cause" pursuant affiliates shall be obligated to Section 8(b), pay the Companies will not pay you a Employee any bonus with respect to the calendar year in which your employment is terminated or thereafter. If your employment with the Companies is terminated without "cause" pursuant to Section 6(b) below, you will be entitled to receive that portion of the bonus payable for the calendar year during Company in which such termination occurs pro rated through occurred or thereafter. (c) All references herein to compensation to be paid to the date Employee are to the gross amounts thereof that may be due hereunder. The Company shall have the right to deduct therefrom all sums that may be required to be deducted or withheld under any provision of such termination based on law (including, without limitation, social security payments, income tax withholding, and any other deduction required by law) as in effect at all relevant times during the number of days elapsed through the termination date over 365 days, payable in accordance with the first sentence term of this Section 4(b). The bonus payable for each such calendar year shall be subject to and determined based on the achievement by Holdings and its subsidiaries of specified performance targets applicable to the other senior managers of Holdings and its subsidiaries, such bonus to range from $35,000 upon the achievement of the minimum specified targets to $90,000 upon the achievement of the maximum specified targets. The minimum specified target for the year ending December 31, 1998, is $9.0 million in Operating Income (as defined in Schedule 4(b)) and the maximum specified target for the year ending December 31, 1998, is $9.9 million in Operating Income (as defined in Schedule 4(b)), subject in each case to the adjustment of such targets pursuant to Schedule 4(b). -------------Agreement.

Base Salary; Bonus; Benefits. (a) During the Employment Period, you will be entitled to the Company (or any of its subsidiaries or other affiliates, including Pacer, if applicable) shall pay the Employee a minimum annual base salary (the "Base Salary") of $220,000 225,000, payable by Interstate in such installments (but not less often than bi-weeklymonthly) as is generally the policy of the Companies Pacer and its subsidiaries from time to time with respect to the payment of regular compensation to its their respective executive officers. The Base Salary may be increased from time to time in the sole discretion of Holdings' Board. During the Employment Period, you the Employee will also be entitled to the benefits set forth in Part I on Schedule 4(a(i) attached hereto, which include no less than four (4) weeks vacation per year occurring during the Employment Period, taken in accordance with the Company's policy in effect from time to time, and (ii) such other benefits as may be made available from time to time be made available to other executive officers of the Companies Pacer and its subsidiaries generally, including, without limitation, (i) participation in such health, life and disability insurance programs programs, stock option plans, and retirement or savings plans plans, if any, as the Companies Pacer and its subsidiaries may from time to time maintain in effect (providedeffect, however, -------- ------- that, during the period ending on the first anniversary of the date hereof (or April 1, 1999, in the case of group health plans), the Companies will not amend or modify, in any manner that would have a materially adverse effect on the benefits made available thereunder, any of the employee benefit plans subject to Pacer's and programs required to be maintained by Section 7.6 of the Purchase Agreement set forth in Part II on Schedule 4(a) attached hereto that are maintained by ICI and ------- ------------- ICSI; provided further however, that you may elect to not be covered by the -------- ------- ------- Companiesits subsidiaries' benefit plans by so notifying the Companies, and the Companies shall pay you an amount equal to the benefits cost savings realized by the Company, as reasonably determined by the Companies and you in consultation with the Companies' benefits consultants), (ii) participation in such stock option plans of Holdings as may be adopted rights from time to time for the executive officers to amend, modify, change or terminate in any respect any of the Companies on terms determined by the Board of Holdings and (iii) during the Employment Period and for a period of six years thereaftertheir respective employee benefit plans, with respect to your position as a director policies, programs or officer (as the case may be), directors' and officers' liability insurance. Part III of Schedule 4(a) attached hereto sets forth the benefits made available on the date hereof to the other executive officers of Holdings and its subsidiaries generallybenefits. (b) In addition to the Base Salary and benefits set forth in paragraph (a) aboveSection 4(a), during the Employment Period you Period, the Employee will be entitled to receive a bonuscash incentive bonus (the "Performance Bonus"), if any, of up to thirty percent (30%) of the Employee's Base Salary with respect to each full calendar year occurring during the Employment Period, commencing with the calendar year ending December 31, 1998, such bonus to be paid by the Company (or any of its subsidiaries or other affiliates, including Pacer, if applicable) in a lump sum following the end of the calendar year with respect to which such bonus is payable (such payment to be made at or within the same time or times that performance bonuses are paid to the other senior managers executive officers of Holdings Pacer and its subsidiaries). If your The Performance Bonus, if any, payable with respect to any calendar year shall be determined reasonably by the Board based (i) fifty percent (50%) on Pacer's operating income and/or other results of operations for such calendar year, provided that such income and/or other results are favorable when compared to Pacer's budget (as approved by Pacer's Board of Directors) for such calendar year, and (ii) fifty percent (50%) on the Company's operating income and/or other results of operations for such calendar year, provided that such income and/or results are favorable when compared to the Company's budget (as approved by the Board) for such calendar year. Anything contained in this Agreement to the contrary notwithstanding, if the Employee's employment with the Companies Company is terminated for any reason reason, other than a termination by the Company without "cause" pursuant to Section 8(b7(b), neither the Companies will not Company nor any of its subsidiaries or other affiliates, including Pacer, shall be obligated to pay you a bonus the Employee any Performance Bonus with respect to the calendar year of the Company in which your employment is terminated such termination occurred or thereafter. If your the Employee's employment with the Companies Company is terminated by the Company without "cause" pursuant to Section 6(b) below7(b), you will the Employee shall be entitled to receive that portion of the bonus Performance Bonus, if any, payable for the calendar year of the Company during which such termination occurs occurs, pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days, payable in accordance with the first sentence of this Section 4(b). (c) In addition to the Base Salary and benefits set forth in Section 4(a) and Section 4(b), during the Employment Period, the Company will provide the Employee with an annual entertainment allowance, which includes annual membership fees to the Xxxx Oaks Country Club (the "Club") and business entertainment expenses incurred at the ---- Club, not to exceed $30,000 per year. The bonus payable for each such calendar year shall be subject to and determined based on the achievement by Holdings and Company (or any of its subsidiaries of specified performance targets applicable or other affiliates, including Pacer, if applicable) will pay the Employee's bills at the Club directly to the other senior managers of Holdings and its subsidiariesClub, such bonus up to range from $35,000 upon the achievement of the minimum specified targets to $90,000 upon the achievement of the maximum specified targetsannual entertainment allowance of $30,000. (d) All references herein to compensation to be paid to the Employee are to the gross amounts thereof that may be due hereunder. The minimum specified target for Company (or any of its subsidiaries or other affiliates, including Pacer, if applicable) shall have the year ending December 31right to deduct therefrom all sums that may be required to be deducted or withheld under any provision of law (including, 1998without limitation, is $9.0 million social security payments, income tax withholding, and any other deduction required by law) as in Operating Income (as defined in Schedule 4(b)) and effect at all relevant times during the maximum specified target for the year ending December 31, 1998, is $9.9 million in Operating Income (as defined in Schedule 4(b)), subject in each case to the adjustment term of such targets pursuant to Schedule 4(b). -------------this Agreement.