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

Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its affiliates) shall pay you a minimum annual base salary (the "Base Salary") of $165,000, payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its executive officers. On the first anniversary of the Commencement Date, the Base Salary will be increased to $225,000 per annum, and on the second anniversary of the Commencement Date, the Base Salary will be adjusted to an amount that reflects customary market compensation for a company in the same industry and of comparable size and income as the Company, which Base Salary, as adjusted, shall be agreed upon by you and the Board of Directors of the Company. At all times after the second anniversary of the Commencement Date, increases in the Base Salary, if any, will be determined by the Board of Directors in its sole discretion. During the Employment Period, you will also be entitled to four weeks vacation per year and such other benefits as may be made available to other executive officers of the Company generally, including, without limitation, (i) participation in such health, life and disability insurance programs and retirement or savings plans as the Company may from time to time maintain in effect and (ii) the use of a vehicle provided by the Company or an equivalent monthly car allowance in accordance with the Company's policy with respect to its senior executives. (b) In addition to the Base Salary and benefits set forth in paragraph (a) above, you will be entitled to receive a cash incentive bonus, if any, with respect to each fiscal year of the Company occurring during the Employment Period, as provided in this paragraph. The bonus, if any, for each fiscal year of the Company ending on or prior to December 31, 2001, shall be calculated in the manner set forth on Annex A attached to this Agreement and ------- shall be due and payable as soon as practicable, but in no event later than 30 days, following the Company's receipt from its public accountants of the audited financial statements of the Company. If your employment with the Company is terminated for any reason other than without "cause" pursuant to Section 8(b), the Company will not pay you a bonus with respect to the fiscal year in which your employment is terminated or thereafter. If your employment with the Company is terminated without "cause" as provided in Section 8(b) below, you will be entitled to receive that portion of the bonus payable for such fiscal year 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 second sentence of this Section 4(b). For each fiscal year ending after December 31, 2001, 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 on Annex A) to take into ------- ------- account the effects of any such acquisition or transaction.

Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its affiliates) shall pay you the Executive a minimum annual base salary (the "Base ---- Salary") of $165,000250,000, payable in such installments (but not less often than ------ monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its executive officers. On The Base Salary may be increased from time to time in the sole discretion of the Board. The Executive will also be entitled to vacation under the Company's policy, but in any event no less than four (4) weeks vacation per year occurring during the Employment Period, commencing after the first anniversary of the Commencement Date, the Base Salary will be increased to $225,000 per annum, and on the second anniversary of the Commencement Date, the Base Salary will be adjusted to an amount that reflects customary market compensation for a company in the same industry and of comparable size and income as the Company, which Base Salary, as adjusted, shall be agreed upon by you and the Board of Directors of the Company. At all times after the second anniversary of the Commencement Date, increases in the Base Salary, if any, will be determined by the Board of Directors in its sole discretion. During the Employment Period, you will also be entitled to four weeks vacation per year and such other benefits as may be made available to other executive officers of the 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 Company may from time to time maintain in effect and (ii) effect, subject to the Company's right from time to time to amend, modify, change or terminate in any respect any of its Executive benefit plans, policies, or programs. The Executive will also be entitled to the use of a vehicle provided by the Company or its affiliates or an equivalent monthly car allowance in accordance with the Company's or its affiliates' policy with respect to its senior executivesexecutive officers. (b) In addition to the Base Salary and benefits set forth in paragraph (a) above, you during the Employment Period the Executive will be entitled to receive a cash incentive bonus, if any, with respect to each fiscal calendar year of the Company occurring during the Employment Period, as provided in this paragraph. The bonus, if any, for each fiscal commencing with the calendar year of the Company ending on or prior to December 31, 20012000, shall such bonus to be calculated paid in the manner set forth on Annex A attached to this Agreement and ------- shall be due and payable as soon as practicable, but in no event later than 30 days, a lump sum following the Company's receipt from its public accountants end of the audited financial statements 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 executive officers of the Company). If your the Executive's employment with the Company is terminated for any reason other than without "cause" pursuant to Section 8(b)7(b) below, neither the Company nor any of its subsidiaries or affiliates will not be obligated to pay you a the Executive any bonus with respect to the fiscal calendar year of the Company in which your employment is terminated such termination occurred or thereafter. If your the Executive's employment with the Company is terminated without "cause" as provided in pursuant to Section 8(b7(b) below, you the Executive will be entitled to receive that portion of the bonus payable for the calendar year of the Company during which such fiscal year 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 second first sentence of this Section 4(b). For each fiscal The bonus payable with respect to the year ending after December 31, 20012000, will be determined in the manner described on Exhibit A attached hereto. The bonus payable for each calendar year occurring --------- during the Employment Period after the year 2000, if any, shall be subject to and determined based on the achievement specified performance targets determined by Board and applicable to the other executive officers of the Company and its subsidiaries. (c) The Executive acknowledges his receipt from the Company of the amount of $85,000 in payment or reimbursement of moving expenses and other relocation transaction costs incurred and to be incurred by the Executive in connection with his commencement of work for the Company. To the extent that such payment is taxable to the Executive, the Company will pay the Executive a bonus in an amount equal (as nearly as may be practicable) to his actual net federal and the criteria therefor shall state income tax liability incurred and attributable to such payment and such bonus (such net tax liability to be jointly determined by the Board of Directors. In Company and the event that the Company consummates any mergers or acquisitions (whether of assetsExecutive in consultation with their respective tax advisers, 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 on Annex A) to take including taking into ------- ------- account the effects tax savings realized or realizable by the Executive as a result of any deductions taken or allowable with respect to such acquisition or transactionmoving expenses and other relocation transaction costs).

Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its affiliatesAffiliates) shall pay you the Executive a minimum annual base salary (the "Base ---- Salary") of $165,000270,000, payable in such installments (but not less often than ------ monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its executive officers. On The Base Salary may be increased from time to time in the first anniversary sole discretion of the Commencement Date, the Base Salary will be increased to $225,000 per annum, and on the second anniversary of the Commencement Date, the Base Salary will be adjusted to an amount that reflects customary market compensation for a company in the same industry and of comparable size and income as the Company, which Base Salary, as adjusted, shall be agreed upon by you and the Board of Directors of the CompanyBoard. At all times after the second anniversary of the Commencement Date, increases in the Base Salary, if any, will be determined by the Board of Directors in its sole discretion. During the Employment Period, you The Executive will also be entitled to vacation under the Company's policy, but in any event no less than four (4) weeks vacation per year occurring during the Employment Period. Such vacation shall accrue and may be taken in accordance with the Company's policy in effect from time to time with respect to its executive officers generally, subject to the Company's right at any time and from time to time to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including, without limitation, (i) including participation in such health, life and disability insurance programs and retirement or savings plans plans, if any, as the Company may from time to time maintain in effect and effect, as well as (iii) the use of a vehicle provided by the Company or its Affiliate or an equivalent monthly car allowance in accordance with the Company's policy for its most senior executive officers, and (ii) membership in a golf or country club chosen by the Executive and reasonably acceptable to the Company at an aggregate cost to the Company consistent with that borne by the Company for its most senior executive officers, in each case subject to the Company's right at any time and from time to time to amend, modify, change or terminate in any respect to any of its senior executivesemployee and other benefit plans, policies, or programs. (b) In addition to During the Base Salary and benefits set forth in paragraph (a) aboveEmployment Period, you will the Executive shall be entitled to participate in the Company's performance bonus plan or program as in effect from time to time with respect to the Company's similarly situated executives (the "Bonus Plan"), and to receive a cash incentive bonus, such performance bonus thereunder (if any, ) with ---------- respect to each fiscal year of the Company occurring during the Employment Period, as provided commencing with the fiscal year ending in December 2002, subject in all cases to the terms and conditions of this paragraphAgreement and such Bonus Plan. The amount of such performance bonus, if any, for each that may be awarded and payable to the Executive hereunder with respect to any such fiscal year shall range up to fifty percent (50%) of the Base Salary in effect for such fiscal year as determined by the Board in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions as may be provided in such Bonus Plan for such fiscal year, and as the Board may otherwise determine (which may include business, financial, operating and/or other performance measures applicable to the Company and/or its Affiliates as well as individual performance criteria determined by the Board) (provided that to the extent the achievement or satisfaction of any or all of the maximum specified targets, goals and conditions is exceeded, the Company may, in the sole discretion of the Board, increase such performance bonus award to an amount greater than such stated maximum percentage of the Base Salary). The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the following provisions of this Section 29(b)) shall be paid at such time or times and in such manner as performance bonuses are paid to the other executive officers of the Company ending on or prior generally. The Executive's rights to December 31participate in, 2001and to receive a performance bonus under, shall be calculated in the manner set forth on Annex A attached to this Agreement and ------- shall be due and payable as soon as practicable, but in no event later than 30 days, following the Company's receipt from its public accountants of the audited financial statements of Bonus Plan in effect for any given fiscal year shall be subject to the Company's right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. If your the Executive's employment with the Company is terminated for any reason other than without "cause" pursuant to Section 8(b)32(b) below, neither the Company nor any of its Affiliates will not be obligated to pay you a the Executive any bonus with respect to the fiscal year of the Company in which your employment is terminated such termination occurred or thereafter. If your the Executive's employment with the Company is terminated without "cause" as provided in pursuant to Section 8(b32(b) below, you the Executive will be entitled to receive that portion of the bonus payable for such the fiscal year of the Company 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 . (c) The Company shall pay the Executive a one-time signing bonus of $50,000 at such time or times and in accordance with the second sentence of this Section 4(b). For each fiscal year ending after December 31, 2001, the amount of the bonus and the criteria therefor such installments as shall be mutually agreed upon and determined by the Board of Directors. In Company and 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 on Annex A) to take into ------- ------- account the effects of any such acquisition or transactionExecutive.

Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its affiliatesAffiliates) shall will pay you a minimum the Executive an annual base salary (the "“Base Salary"”) of $165,000183,333.00, but subject to the Company-wide 10% salary reduction in effect as of the Commencement Date to result in a minimum Base Salary of $165,000 until such time as the 10% salary reduction is rescinded. Such Base Salary will be payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its executive officers. On The Base Salary may be increased from time to time in the first anniversary sole discretion of the Commencement Date, the Base Salary will be increased to $225,000 per annum, and on the second anniversary of the Commencement Date, the Base Salary will be adjusted to an amount that reflects customary market compensation for a company in the same industry and of comparable size and income as the Company, which Base Salary, as adjusted, shall be agreed upon by you and the Board of Directors of the CompanyBoard. At all times after the second anniversary of the Commencement Date, increases in the Base Salary, if any, will be determined by the Board of Directors in its sole discretion. During the Employment Period, you The Executive will also be entitled to four weeks vacation per year under the Company’s policy. Such vacation shall accrue and may be taken in accordance with the Company’s policy in effect from time to time with respect to its executive officers generally, subject to the Company's right at any time and from time to time to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including, without limitation, (i) including a monthly car allowance of $700.00 in accordance with the Company’s policy from time to time for similarly situated executives and participation in such health, life and disability insurance programs and retirement or savings plans plans, if any, as the Company may from time to time maintain in effect and (ii) the use of a vehicle provided by the Company or an equivalent monthly car allowance effect, in accordance with all cases subject to the Company's policy with right at any time and from time to time to amend, modify, change or terminate in any respect to any of its senior executivesemployee and other benefit plans, policies, or programs. (b) In addition to During the Base Salary and benefits set forth in paragraph (a) aboveEmployment Period, you will the Executive shall be entitled to participate in the Company’s performance bonus plan or program as adopted by Board and in effect from time to time with respect to similarly situated executives of the Company and its Affiliates (the “Bonus Plan”), and to receive a cash incentive bonus, such performance bonus thereunder (if any, ) with respect to each fiscal year of the Company occurring during the Employment Period, as provided subject in all cases to the terms and conditions of this paragraphAgreement and such Bonus Plan. The amount of such performance bonus, if any, for each that may be awarded and payable to the Executive hereunder with respect to any such fiscal year shall range up to thirty percent (30%) of the Base Salary in effect for such fiscal year as determined by the Board (or committee thereof) in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions may include (i) business, financial, operating and/or other performance measures applicable to (A) the Company and its Affiliates taken as a whole and (B) those business segment(s) or functions) of the Company ending on or prior to December 31, 2001, shall be calculated in the manner set forth on Annex A attached to this Agreement and ------- shall be due its Affiliates for and payable as soon as practicable, but in no event later than 30 days, following the Company's receipt from its public accountants of the audited financial statements of the Company. If your employment with the Company is terminated for any reason other than without "cause" pursuant to Section 8(b), the Company will not pay you a bonus with respect to which the Executive is responsible or has authority (e.g., the corporate accounting functions) and (ii) such personal and individual performance criteria as may be determined by the Board (or committee thereof) taking into account the Executive's duties and responsibilities to the Company and its Affiliates for the period in question. The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the following provisions of this Section 4(b)) shall be paid at such time or times and in which your employment is terminated or thereaftersuch manner as performance bonuses are paid to the other executive officers of the Company generally. If your the Executive’s employment with the Company is terminated without "“cause" as provided in ” pursuant to Section 8(b7(b) below, you the Executive will be entitled to receive that portion of the bonus payable for such the fiscal year of the Company 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 . If the Executive’s employment with the second sentence Company is terminated for any reason other than without “cause” pursuant to Section 7(b) below, neither the Company nor any of this Section 4(b). For each its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year ending after December 31of the Company in which such termination occurred or thereafter. The Executive’s rights to participate in, 2001and to receive a performance bonus under, the amount of the bonus and the criteria therefor Company’s Bonus Plan in effect for any given fiscal year shall be determined by subject to the Board of DirectorsCompany's right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. In the event that the Company consummates any mergers or acquisitions (whether of assetsa conflict between this Agreement and such Bonus Plan, stock or other interests) or other extraordinary transactions, the Board of Directors this Agreement shall in good faith make such adjustments to the targets set forth on Annex A for Operating Income (as defined on Annex A) to take into ------- ------- account the effects of any such acquisition or transactioncontrol.

Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its affiliates) shall pay you a minimum annual base salary (the "Base Salary") of ----------- $165,000100,000, payable in such installments (but not less often than semi-monthly) as is generally the policy of the Company from time to time with respect to the payment of regular compensation to its executive officers. On the first anniversary of the Commencement Date, the The Base Salary will may be increased from time to $225,000 per annum, and on the second anniversary of the Commencement Date, the Base Salary will be adjusted to an amount that reflects customary market compensation for a company time in the same industry and sole discretion of comparable size and income as the Company, which Base Salary, as adjusted, shall be agreed upon by you and the Board of Directors of the Company. At all times after the second anniversary of the Commencement Date, increases in the Base Salary, if any, will be determined by the Board of Directors in its sole discretionPMTC. During the Employment Period, you will also be entitled to four weeks weeks' vacation per year and such other benefits as may be made available to other executive officers of the Company generally, including, without limitation, (i) participation in such health, life and disability insurance programs and retirement or savings plans as the Company may from time to time maintain in effect and (ii) the use of a vehicle provided by the Company or an equivalent monthly car allowance in accordance with the Company's policy of the Company in effect from time to time with respect to its senior executivesexecutive officers. (b) In addition to the Base Salary and benefits set forth in paragraph (a) above, you will be entitled to receive a cash incentive bonus, if any, of up to $50,000 (with the actual amount thereof to be determined by the President of the Pacer Division) with respect to each fiscal year of the Company occurring during the Employment Period, as provided in this paragraph. The bonus, if any, for each fiscal year of the Company ending on or prior to December 31, 2001, shall be calculated in the manner set forth on Annex A attached to this Agreement and ------- Such bonus shall be due and payable as soon as practicable, but in no event later than 30 days, following the Company's Holdings' receipt from its public accountants of the audited consolidated financial statements of the CompanyHoldings and its subsidiaries. If your employment with the Company is terminated for any reason other than without "cause" pursuant to Section 8(b7(b), the Company (or any of its affiliates) will not pay you a bonus with respect to the fiscal year in which your employment is terminated or thereafter. If your employment with the Company is terminated without "cause" as provided in Section 8(b) below7(b), you will be entitled to receive that portion of the bonus payable for such fiscal year 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 second sentence of this Section 4(b). For each fiscal year ending after December 31, 2001, 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 on Annex A) to take into ------- ------- account the effects of any such acquisition or transaction.