Common use of BASE SALARY; INCENTIVE COMPENSATION Clause in Contracts

BASE SALARY; INCENTIVE COMPENSATION. (a) Executive shall receive an annual Base Salary at the rate of $270,000, payable in substantially equal installments no less frequently than monthly (less any amounts withheld as required by law or pursuant to any benefits plan). At least annually, Company shall review and, in its sole discretion, may increase, Executive’s Base Salary. If Executive’s Base Salary is increased by Company, such increased Base Salary shall then constitute the Base Salary for all purposes of this Agreement. (b) Upon the effective date of this Agreement, Executive shall be eligible to receive a one- time, cash sign-on bonus in the amount of $75,000, which shall be payable to Executive with his first payroll check. For the avoidance of doubt, this one-time cash sign-on bonus shall not be considered part of Executive base salary. (c) During the term of this Agreement, Executive shall have a target cash bonus opportunity of not less than 65% of his then current base salary which shall be payable to Executive in accordance with, and subject to, the terms of any applicable annual cash incentive program approved by the Board for such year. Nothing paid to Executive under any such program will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement. Notwithstanding the foregoing, Executive’s 2011 target cash bonus opportunity, if available to Executive under the terms of any applicable annual cash incentive plan, shall be pro-rated to reflect the actual number of days of Executive’s employment in 2011. (d) Upon the Effective Date, Executive shall be granted stock options to acquire 60,000 shares of Company common stock, subject to the terms and conditions of the Company’s 2009 Stock Incentive Plan (the “SIP”). Subject to the provisions of the SIP, such options shall vest in equal installments over a five (5) year period, beginning on the first anniversary of the date of the grant of options and continuing on each anniversary thereafter. The exercise price of the options shall be equal to the fair market value of the stock as determined in accordance with the applicable provisions of the SIP.

BASE SALARY; INCENTIVE COMPENSATION. (a) Executive shall receive an annual Base Salary at the rate of $270,000225,000, payable in substantially equal installments no less frequently than monthly (less any amounts withheld as required by law or pursuant to any benefits plan). At least annually, Company shall review and, in its sole discretion, may increase, Executive’s Base Salary. If Executive’s Base Salary is increased or decreased by Company, such increased Base Salary shall then constitute the Base Salary for all purposes of this Agreement. (b) Upon the effective date of this Agreement, Executive shall be eligible to receive a one- time, cash sign-on bonus in the amount of $75,000, which shall be payable to Executive with his first payroll check. For the avoidance of doubt, this one-time cash sign-on bonus shall not be considered part of Executive base salary. (c) During the term of this Agreement, Executive shall have a target cash bonus opportunity of not less than 65up to 50% of his her then current base salary which shall be payable to Executive in accordance with, and subject to, under the terms of any applicable annual cash incentive program approved by the Board for such year; provided that Executive’s target cash bonus opportunity for 2012 shall be based upon Executive’s blended salary for 2012, with respect to salary paid to Executive prior to and from and after the Effective Date; and provided further that, Executive acknowledges that the Company may from time to time in its sole discretion alter its compensation plans, including but not limited to altering the amount of target bonuses, the methodology by which bonuses are calculated, and the manner of payment (e.g., cash or equity) of any such bonuses, and any such changes shall apply to Executive as and when adopted. Nothing paid to Executive under any such program will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement. Notwithstanding the foregoing, Executive’s 2011 target cash bonus opportunity, if available to Executive under the terms of any applicable annual cash incentive plan, shall be pro-rated to reflect the actual number of days of Executive’s employment in 2011., (dc) Upon Immediately following the first Board meeting of the Company following the Effective Date, Executive shall be granted stock options to acquire 60,000 an additional 27,500 shares of Company common stock, subject to the terms and conditions of the Company’s 2009 Stock Incentive Plan (the “SIP”). Subject to the provisions of the SIP, such options shall vest in equal installments over a five (5) year period, period beginning on the first anniversary of the date of the grant of options and continuing on each anniversary thereafterthereafter until fully vested. The exercise price of the options shall be equal to the fair market value of the stock as determined in accordance with the applicable provisions of the SIP.