Common use of Compensation During the Employment Period Clause in Contracts

Compensation During the Employment Period. During the Employment Period, the Executive shall be compensated as follows: a. the Executive shall receive an annual salary which is not less than his annual salary immediately prior to the Employment Period and shall be eligible to receive an increase in annual salary which is not materially less favorable to the Executive than increases in salary granted by the Company for executives with comparable duties; b. the Executive shall be eligible to participate in short-term and long-term cash-based incentive compensation plans which, in the aggregate, provide bonus opportunities which are not materially less favorable to the Executive than the greater of (i) the opportunities provided by the Company for executives with comparable duties; and (ii) the opportunities provided to the Executive under all such plans in which the Executive was participating prior to the Employment Period; c. the Executive shall be eligible to participate in stock option, performance awards, restricted stock and other equity-based incentive compensation plans on a basis not materially less favorable to the Executive than that applicable (i) to the Executive immediately prior to the Employment Period or (ii) to other executives of the Company with comparable duties; and d. the Executive shall be eligible to receive employee benefits (including, but not limited to, tax-qualified and nonqualified savings plan benefits, medical insurance, disability income protection, life insurance coverage and death benefits) and perquisites which are not materially less favorable to the Executive than (i) the employee benefits and perquisites provided by the Company to executives with comparable duties or (ii) the employee benefits and perquisites to which the Executive would be entitled under the Company's employee benefit plans and perquisites as in effect immediately prior to the Employment Period.

Compensation During the Employment Period. During the Employment Period, the Executive shall be compensated as follows: a. the (a) The Executive shall receive an annual salary which is not less than his or her annual salary immediately prior to the Employment Period and shall be eligible to receive an increase in annual salary which is not materially less favorable to the Executive than increases in salary granted by the Company for executives with comparable duties; b. the (b) The Executive shall be eligible to participate in short-term and long-term cash-based incentive compensation plans which, in the aggregate, provide bonus opportunities which are not materially less favorable to the Executive than the greater of of: (i) the opportunities provided by the Company for executives with comparable duties; and (ii) the opportunities provided to the Executive under all such plans in which the Executive was participating prior to the Employment Period; c. the (c) The Executive shall be eligible to participate in stock option, performance awards, restricted stock stock, and other equity-based incentive compensation plans on a basis not materially less favorable to the Executive than that applicable applicable: (i) to the Executive immediately prior to the Employment Period Period; or (ii) to other executives of the Company with comparable duties; and d. the (d) The Executive shall be eligible to receive employee benefits (including, but not limited to, tax-qualified and nonqualified savings plan benefits, medical insurance, disability income protection, life insurance coverage coverage, and death benefits) and perquisites (including, without limitation, a Company vehicle and Company-paid or assisted membership dues) which are not materially less favorable to the Executive than than: (i) the employee benefits and perquisites provided by the Company to executives with comparable duties duties; or (ii) the employee benefits and perquisites to which the Executive would be entitled under the Company's ’s employee benefit plans and perquisites as in effect immediately prior to the Employment Period.

Compensation During the Employment Period. During the Employment Period, the Executive shall be compensated as follows: a. the The Executive shall receive an annual salary which is not less than his or her annual salary immediately prior to the Employment Period and shall be eligible to receive an increase in annual salary which is not materially less favorable to the Executive than increases in salary granted by for the Company for Company’s other executives with comparable dutiessimilar responsibilities and performance levels; b. the Executive shall be eligible to participate in short-term and long-term cash-based incentive compensation plans which, in the aggregate, provide bonus opportunities which that are not materially less favorable to the Executive than the greater of (i) the opportunities provided by to the Company for Company’s other executives with comparable dutiessimilar responsibilities and performance levels; and and, (ii) the opportunities provided to the Executive under all such plans in which the Executive was participating prior to the Employment Period; c. the Executive shall be eligible to participate in stock option, performance awards, restricted stock and other equity-based incentive compensation plans (the “Plans”) on a basis not materially less favorable to the Executive than that applicable the greater of the Plans available (i) to the Executive immediately prior to the Employment Period Period, or (ii) to other executives of the Company with comparable dutiessimilar responsibilities and performance levels; and, d. the Executive shall be eligible to receive employee benefits (including, but not limited to, tax-qualified and nonqualified savings plan benefits, medical insurance, disability income protection, life insurance coverage and death benefits) and perquisites which are not materially less favorable to the Executive than (i) the employee benefits and perquisites provided by to the Company to executives with comparable duties Company’s other executives, or (ii) the employee benefits and perquisites to which the Executive would be entitled under the Company's ’s employee benefit plans and perquisites as in effect immediately prior to the Employment Period.

Compensation During the Employment Period. During the Employment Period, the Executive shall be compensated as follows: a. the (a) The Executive shall receive an annual salary which is not less than his or her annual salary immediately prior to the Employment Period and shall be eligible to receive an increase in annual salary which is not materially less favorable to the Executive than increases in salary granted by the Company for executives with comparable duties; b. the (b) The Executive shall be eligible to participate in short-term and long-term cash-based incentive compensation plans which, in the aggregate, provide bonus opportunities which are not materially less favorable to the Executive than the greater of of: (i) the opportunities provided by the Company for executives with comparable duties; and (ii) the opportunities provided to the Executive under all such plans in which the Executive was participating prior to the Employment Period; c. the (c) The Executive shall be eligible to participate in stock option, performance awards, restricted stock stock, and other equity-based incentive compensation plans on a basis not materially less favorable to the Executive than that applicable applicable: (i) to the Executive immediately prior to the Employment Period Period; or (ii) to other executives of the Company with comparable duties; and d. the (d) The Executive shall be eligible to receive employee benefits (including, but not limited to, tax-qualified and nonqualified savings plan benefits, medical insurance, disability income protection, life insurance coverage coverage, and death benefits) and perquisites which are not materially less favorable to the Executive than than: (i) the employee benefits and perquisites provided by the Company to executives with comparable duties duties; or (ii) the employee benefits and perquisites to which the Executive would be entitled under the Company's ’s employee benefit plans and perquisites as in effect immediately prior to the Employment Period.

Compensation During the Employment Period. During the Employment Period, the Executive shall be compensated as follows: a. the The Executive shall receive an annual salary which is not less than his annual salary immediately prior to the Employment Period and shall be eligible to receive an increase in annual salary which is not materially less favorable to the Executive than increases in salary granted by the Company for executives with comparable dutiesPeriod; b. the Executive shall be eligible to participate in short-term and long-term cash-based incentive compensation plans which, in the aggregate, provide bonus opportunities which that are not materially less favorable to the Executive than the greater of (i) the opportunities provided by the Company for executives with comparable duties; and (ii) the opportunities provided to the Executive under all such plans in which the Executive was participating prior to the Employment PeriodCompany's other executives with similar responsibilities and performance levels; c. the Executive shall be eligible to participate in stock option, performance awards, restricted stock and other equity-based incentive compensation plans (the "Plans") on a basis not materially less favorable to the Executive than that applicable the greater of the Plans available (i) to the Executive immediately prior to the Employment Period Period, or (ii) to other executives of the Company with comparable dutiessimilar responsibilities and performance and cash compensation levels; and d. the Executive shall be eligible to receive employee benefits (including, but not limited to, tax-qualified and nonqualified savings plan benefits, medical insurance, disability income protection, life insurance coverage and death benefits) and perquisites which are not materially less favorable to the Executive than (i) the employee benefits and perquisites provided by to the Company to executives with comparable duties Company's other executives, or (ii) the employee benefits benefits, excluding the Company's required matching contribution, if any, to the Executive's 401(k) plan if the Company terminates its policy of making such matching contributions to its employees during the Employment Period, and perquisites to which the Executive would be entitled under the Company's employee benefit plans and perquisites as in effect immediately prior to the Employment Period.

Compensation During the Employment Period. During the Employment ----------------------------------------- Period, the Executive shall be compensated as follows: a. (a) the Executive shall receive an annual salary which is not less than his or her annual salary immediately prior to the Employment Period and shall be eligible to receive an increase in annual salary which is not materially less favorable to the Executive than increases in salary granted by the Company for executives with comparable duties; b. (b) the Executive shall be eligible to participate in short-term and long-term cash-based incentive compensation plans which, in the aggregate, provide bonus opportunities which are not materially less favorable to the Executive than the greater of (i) the opportunities provided by the Company for executives with comparable duties; and (ii) the opportunities provided to the Executive under all such plans in which the Executive was participating prior to the Employment Period; c. (c) the Executive shall be eligible to participate in stock option, performance awards, restricted stock and other equity-based incentive compensation plans on a basis not materially less favorable to the Executive than that applicable (i) to the Executive immediately prior to the Employment Period or (ii) to other executives of the Company with comparable duties; and d. (d) the Executive shall be eligible to receive employee benefits (including, but not limited to, tax-qualified and nonqualified savings plan benefits, medical insurance, disability income protection, life insurance coverage and death benefits) and perquisites (including, without limitation, a Company vehicle and Company paid or assisted membership dues) which are not materially less favorable to the Executive than (i) the employee benefits and perquisites provided by the Company to executives with comparable duties or (ii) the employee benefits and perquisites to which the Executive would be entitled under the Company's employee benefit plans and perquisites as in effect immediately prior to the Employment Period.

Compensation During the Employment Period. During the Employment Period, the Executive shall be compensated as follows: a. the (a) The Executive shall receive an annual salary which is not less than his or her annual salary immediately prior to the Employment Period and shall be eligible to receive an increase in annual salary which is not materially less favorable to the Executive than increases in salary granted by the Company for executives with comparable duties; b. the (b) The Executive shall be eligible to participate in short-term and long-term cash-based incentive compensation plans which, in the aggregate, provide bonus opportunities which are not materially less favorable to the Executive than the greater of of: (i) the opportunities provided by the Company for executives with comparable duties; and (ii) the opportunities provided to the Executive under all such plans in which the Executive was participating prior to the Employment Period; c. the (c) The Executive shall be eligible to participate in stock option, performance awards, restricted stock stock, and other equity-based incentive compensation plans on a basis not materially less favorable to the Executive than that applicable applicable: (i) to the Executive immediately prior to the Employment Period Period; or (ii) to other executives of the Company with comparable duties; and d. the (d) The Executive shall be eligible to receive employee benefits (including, but not limited to, tax-qualified and nonqualified savings plan benefitsbenefits (but not the Company’s supplemental benefit plans, which, for the avoidance of doubt, separately make provision for the effects of a change in control thereunder), medical insurance, disability income protection, life insurance coverage coverage, and death benefits) and perquisites (including, without limitation, a Company vehicle and Company-paid or assisted membership dues) which are not materially less favorable to the Executive than than: (i) the employee benefits and perquisites provided by the Company to executives with comparable duties duties; or (ii) the employee benefits and perquisites to which the Executive would be entitled under the Company's ’s employee benefit plans and perquisites as in effect immediately prior to the Employment Period.

Compensation During the Employment Period. During the Employment Period, the Executive shall be compensated as follows: a. the The Executive shall receive an annual salary which is not less than his her annual salary immediately prior to the Employment Period and shall be eligible to receive an increase in annual salary which is not materially less favorable to the Executive than increases in salary granted by the Company for executives with comparable dutiesPeriod; b. the Executive shall be eligible to participate in short-term and long-term cash-based incentive compensation plans which, in the aggregate, provide bonus opportunities which that are not materially less favorable to the Executive than the greater of (i) the opportunities provided by the Company for executives with comparable duties; and (ii) the opportunities provided to the Executive under all such plans in which the Executive was participating prior to the Employment PeriodCompany's other executives with similar responsibilities and performance levels; c. the Executive shall be eligible to participate in stock option, performance awards, restricted stock and other equity-based incentive compensation plans (the "Plans") on a basis not materially less favorable to the Executive than that applicable the greater of the Plans available (i) to the Executive immediately prior to the Employment Period Period, or (ii) to other executives of the Company with comparable dutiessimilar responsibilities and performance and cash compensation levels; and d. the Executive shall be eligible to receive employee benefits (including, but not limited to, tax-qualified and nonqualified savings plan benefits, medical insurance, disability income protection, life insurance coverage and death benefits) and perquisites which are not materially less favorable to the Executive than (i) the employee benefits and perquisites provided by to the Company to executives with comparable duties Company's other executives, or (ii) the employee benefits benefits, excluding the Company's required matching contribution, if any, to the Executive's 401(k) plan if the Company terminates its policy of making such matching contributions to its employees during the Employment Period, and perquisites to which the Executive would be entitled under the Company's employee benefit plans and perquisites as in effect immediately prior to the Employment Period.

Compensation During the Employment Period. During the Employment Period, the Executive shall be compensated as follows: a. the The Executive shall receive an annual salary which is not less than his or her annual salary immediately prior to the Employment Period and shall be eligible to receive an increase in annual salary which is not materially less favorable than the greater of (i) the average percentage increases in salary for the Company’s other executives with comparable duties and responsibilities; and, (ii) the annual percentage increase provided to the Executive than increases in salary granted by for the Company for executives with comparable dutiesyear immediately prior to the Employment Period; b. the Executive shall be eligible to participate in short-term and long-term cash-based incentive compensation plans which, in the aggregate, which provide bonus opportunities which are not materially less favorable to the Executive than the greater of (i) the opportunities provided by to the Company for Company’s other executives with comparable dutiesduties and responsibilities; and and, (ii) the opportunities provided to the Executive under all such plans in which the Executive was participating prior to the Employment Period; c. the Executive shall be eligible to participate in stock option, performance awards, restricted stock and other equity-based incentive compensation plans (the “Plans”) on a basis not materially less favorable to the Executive than that applicable the greater of the Plans available (i) to the Executive immediately prior to the Employment Period Period, or (ii) to other executives of the Company with comparable dutiesduties and responsibilities; and, d. the Executive shall be eligible to receive employee benefits (including, but not limited to, tax-qualified and nonqualified savings plan benefits, medical insurance, disability income protection, life insurance coverage and death benefits) and perquisites which are not materially less favorable to the Executive than the greater of (i) the employee benefits and perquisites provided by to the Company to Company’s other executives with comparable duties and responsibilities, or (ii) the employee benefits and perquisites to which the Executive would be entitled under the Company's ’s employee benefit plans and perquisites as in effect immediately prior to the Employment Period.

Compensation During the Employment Period. During the Employment Period, the Executive shall be compensated as follows: a. (a) the Executive shall receive an annual salary which is not less than his or her annual salary immediately prior to the Employment Period and shall be eligible to receive an increase in annual salary which is not materially less favorable to the Executive than increases in salary granted by the Company for executives with comparable duties; b. (b) the Executive shall be eligible to participate in short-term and long-term cash-based incentive compensation plans which, in the aggregate, provide bonus opportunities which are not materially less favorable to the Executive than the greater of (i) the opportunities provided by the Company for executives with comparable duties; and (ii) the opportunities provided to the Executive under all such plans in which the Executive was participating prior to the Employment Period; c. (c) the Executive shall be eligible to participate in stock option, performance awards, restricted stock and other equity-based incentive compensation plans on a basis not materially less favorable to the Executive than that applicable (i) to the Executive immediately prior to the Employment Period or (ii) to other executives of the Company with comparable duties; and d. (d) the Executive shall be eligible to receive employee benefits (including, but not limited to, tax-qualified and nonqualified savings plan benefits, medical insurance, disability income protection, life insurance coverage and death benefits) and perquisites (including, without limitation, a Company vehicle and Company paid or assisted membership dues) which are not materially less favorable to the Executive than (i) the employee benefits and perquisites provided by the Company to executives with comparable duties or (ii) the employee benefits and perquisites to which the Executive would be entitled under the Company's ’s employee benefit plans and perquisites as in effect immediately prior to the Employment Period.

Compensation During the Employment Period. During the Employment Period, the Executive shall be compensated as follows: a. the Executive (a) he shall receive an annual salary which is not less than his annual salary immediately prior to the Employment Period and shall be eligible to receive Period, with an increase in annual salary as of each January 1 which is not materially less favorable to than the Executive than increases increase, if any, in salary granted the cost of living, as measured by the Company Consumer Price Index for executives with comparable dutiesAll Urban Consumers (CPI-U), for the 12-month period ending on the preceding December 31; b. the Executive (b) he shall be eligible entitled to participate in short-term and long-term cash-cash- based incentive compensation plans which, in the aggregate, provide bonus opportunities which are not materially less favorable to the Executive than the greater of (i) the opportunities provided by the Company for executives with comparable duties; and (ii) the opportunities provided to the Executive under all such plans in which the Executive he was participating prior to the Employment Period; c. the Executive (c) he shall be eligible to participate in stock option, stock appreciation rights, performance awards, restricted stock and other equity-based incentive compensation plans on a basis not materially less favorable to the Executive than that applicable (i) to the Executive immediately prior to the Employment Period or (ii) to other executives of the Company with comparable duties; and d. the Executive (d) he shall be eligible entitled to receive employee benefits (including, but not limited to, tax-qualified and nonqualified pension and savings plan benefits, medical insurance, disability income protection, life insurance coverage and death benefits) and perquisites which are not materially less favorable to the Executive than (i) the employee benefits and perquisites provided by the Company to executives with comparable duties or (ii) the employee benefits and perquisites to which the Executive would be entitled under the Company's employee benefit plans and perquisites as in effect immediately prior to the Employment Period. In the event of a termination of the Executive's employment for any reason during the Employment Period, he shall be entitled to his accrued vacation as of the date of termination, plus long-term and short-term bonuses based on the targeted bonus amounts for the bonus period which includes his date of termination pro rated based on the number of days elapsed in the bonus period.

Compensation During the Employment Period. During the Employment Period, the Executive shall be compensated as follows: a. the Executive (a) he shall receive an annual salary which is not less than his annual salary immediately prior to the Employment Period and shall be eligible to receive Period, with an increase in annual salary as of each January 1 which is not materially less favorable to than the Executive than increases increase, if any, in salary granted the cost of living, as measured by the Company Consumer Price Index for executives with comparable dutiesAll Urban Consumers (CPI-U), for the 12-month period ending on the preceding December 31; b. the Executive (b) he shall be eligible entitled to participate in short-term and long-term cash-cash based incentive compensation plans which, in the aggregate, provide bonus opportunities which are not materially less favorable to the Executive than the greater of (i) the opportunities provided by the Company for executives with comparable duties; and (ii) the opportunities provided to the Executive under all such plans in which the Executive he was participating prior to the Employment Period; c. the Executive (c) he shall be eligible to participate in stock option, stock appreciation rights, performance awards, restricted stock and other equity-based incentive compensation plans on a basis not materially less favorable to the Executive than that applicable (i) to the Executive immediately prior to the Employment Period or (ii) to other executives of the Company with comparable duties; and d. the Executive (d) he shall be eligible entitled to receive employee benefits (including, but not limited to, tax-qualified and nonqualified pension and savings plan benefits, medical insurance, disability income protection, life insurance coverage and death benefits) and perquisites which are not materially less favorable to the Executive than (i) the employee benefits and perquisites provided by the Company to executives with comparable duties or (ii) the employee benefits and perquisites to which the Executive would be entitled under the Company's employee benefit plans and perquisites as in effect immediately prior to the Employment Period. In the event of a termination of the Executive's employment for any reason during the Employment Period, he shall be entitled to his accrued vacation as of the date of termination, plus long-term and short-term bonuses based on the targeted bonus amounts for the bonus period which includes his date of termination pro rated based on the number of days elapsed in the bonus period.

Compensation During the Employment Period. During the Employment Period, the Executive shall be compensated as follows: a. the Executive (a) he shall receive an annual salary which is not less than his annual salary immediately prior to the Employment Period and shall be eligible to receive Period, with an increase in annual salary as of each January 1 which is not materially less favorable to than the Executive than increases increase, if any, in salary granted the cost of living, as measured by the Company Consumer Price Index for executives with comparable dutiesAll Urban Consumers (CPI-U), for the 12-month period ending on the preceding December 31; b. the Executive (b) he shall be eligible entitled to participate in short-term and long-term cash-cash- based incentive compensation plans which, in the aggregate, provide bonus opportunities which are not materially less favorable to the Executive than the greater of (i) the opportunities provided by the Company for executives executive with comparable duties; and (ii) the opportunities provided to the Executive under all such plans in which the Executive he was participating prior to the Employment Period; c. the Executive (c) he shall be eligible to participate in stock option, stock appreciation rights, performance awards, restricted stock and other equity-based incentive compensation plans on a basis not materially less favorable to the Executive than that applicable (i) to the Executive immediately prior to the Employment Period or (ii) to other executives of the Company with comparable duties; and d. the Executive (d) he shall be eligible entitled to receive employee benefits (including, but not limited to, tax-qualified and nonqualified pension and savings plan benefits, medical insurance, disability income protection, life insurance coverage and death benefits) and perquisites which are not materially less favorable to the Executive than (i) the employee benefits and perquisites provided by the Company to executives with comparable duties or (ii) the employee benefits and perquisites to which the Executive would be entitled under the Company's employee benefit plans and perquisites as in effect immediately prior to the Employment Period. In the event of a termination of the Executive's employment for any reason during the Employment Period, he shall be entitled to his accrued vacation as of the date of termination, plus long-term and short-term bonuses based on the targeted bonus amounts for the bonus period which includes his date of termination pro rated based on the number of days elapsed in the bonus period.

Compensation During the Employment Period. During the Employment Period, the Executive shall be compensated as follows: a. the Executive shall receive an annual salary which is not less than his annual salary immediately prior to the Employment Period and shall be eligible to receive an increase in annual salary which is not materially less favorable to the Executive than increases in salary granted by for the Company for Company’s other executives with comparable dutiessimilar responsibilities and performance levels; b. the Executive shall be eligible to participate in short-term and long-term cash-based incentive compensation plans which, in the aggregate, provide bonus opportunities which that are not materially less favorable to the Executive than the greater of (i) the opportunities provided by to the Company for Company’s other executives with comparable duties; similar responsibilities and performance levels and, (ii) the opportunities provided to the Executive under all such plans in which the Executive was participating prior to the Employment Period; c. the Executive shall be eligible to participate in stock option, performance awards, restricted stock and other equity-based incentive compensation plans (the “Plans”) on a basis not materially less favorable to the Executive than that applicable the greater of the Plans available (i) to the Executive immediately prior to the Employment Period Period, or (ii) to other executives of the Company with comparable dutiessimilar responsibilities and performance levels; and, d. the Executive shall be eligible to receive employee benefits (including, but not limited to, tax-qualified and nonqualified non-qualified savings plan benefits, medical insurance, disability income protection, life insurance coverage and death benefits) and perquisites which are not materially less favorable to the Executive than (i) the employee benefits and perquisites provided by to the Company to executives with comparable duties Company’s other executives, or (ii) the employee benefits and perquisites to which the Executive would be entitled under the Company's ’s employee benefit plans and perquisites as in effect immediately prior to the Employment Period.

Compensation During the Employment Period. During the Employment ----------------------------------------- Period, the Executive shall be compensated as follows: a. the The Executive shall receive an annual salary which is not less than his annual salary immediately prior to the Employment Period and shall be eligible to receive an increase in annual salary which is not materially less favorable to than the Executive than average increases in salary granted by for the Company for Trust's other executives with comparable dutiesduties and responsibilities; b. the Executive shall be eligible to participate in short-term and long-term cash-based incentive compensation plans which, in the aggregate, provide bonus opportunities which are not materially less favorable to the Executive than the greater of (i) the opportunities provided by to the Company for Trust's other executives with comparable dutiesduties and responsibilities; and and, (ii) the opportunities provided to the Executive under all such plans in which the Executive was participating prior to the Employment Period; c. the Executive shall be eligible to participate in stock option, performance awards, restricted stock and other equity-based incentive compensation plans (the "Plans") on a basis not materially less favorable to the ----- Executive than that applicable the greater of the Plans available (i) to the Executive immediately prior to the Employment Period Period, or (ii) to other executives of the Company Trust with comparable dutiesduties and responsibilities; and, d. the Executive shall be eligible to receive employee benefits (including, but not limited to, tax-qualified and nonqualified savings plan benefits, medical insurance, disability income protection, life insurance coverage and death benefits) and perquisites which are not materially less favorable to the Executive than the greater of (i) the employee benefits and perquisites provided by to the Company to Trust's other executives with comparable duties and responsibilities, or (ii) the employee benefits and perquisites to which the Executive would be entitled under the CompanyTrust's employee benefit plans and perquisites as in effect immediately prior to the Employment Period.

Compensation During the Employment Period. During the Employment Period, the Executive shall be compensated as follows: a. the (a) The Executive shall receive an annual salary from the applicable Company which is not less than his or her annual salary immediately prior to the Employment Period and shall be eligible to receive an increase in annual salary which is not materially less favorable to the Executive than increases in salary granted by the applicable Company for executives with comparable duties; b. the (b) The Executive shall be eligible to participate in short-term and long-term cash-based incentive compensation plans from the applicable Company which, in the aggregate, provide bonus opportunities which are not materially less favorable to the Executive than the greater of of: (i) the opportunities provided by the Company for executives with comparable duties; and (ii) the opportunities provided to the Executive under all such plans in which the Executive was participating prior to the Employment Period; c. the (c) The Executive shall be eligible to participate in stock option, performance awards, restricted stock stock, and other equity-based incentive compensation plans from the applicable Company on a basis not materially less favorable to the Executive than that applicable applicable: (i) to the Executive immediately prior to the Employment Period Period; or (ii) to other executives of the applicable Company with comparable duties; and d. the (d) The Executive shall be eligible to receive employee benefits (including, but not limited to, tax-qualified and nonqualified savings plan benefits, medical insurance, disability income protection, life insurance coverage coverage, and death benefits) and perquisites (including, without limitation, a Company vehicle and Company-paid or assisted membership dues) from the applicable Company which are not materially less favorable to the Executive than than: (i) the employee benefits and perquisites provided by the applicable Company to executives with comparable duties duties; or (ii) the employee benefits and perquisites to which the Executive would be entitled under the applicable Company's ’s employee benefit plans and perquisites as in effect immediately prior to the Employment Period.

Compensation During the Employment Period. During the Employment Period, the Executive shall be compensated as follows: a. the Executive (a) he shall receive an annual salary which is not less than his annual salary immediately prior to the Employment Period and shall be eligible to receive Period, with an increase in annual salary as of each January 1 which is not materially less favorable to than the Executive than increases increase, if any, in salary granted the cost of living, as measured by the Company Consumer Price Index for executives with comparable dutiesAll Urban Consumers (CPI-U), for the 12-month period ending on the preceding December 31; b. the Executive (b) he shall be eligible entitled to participate in short-term and long-term cash-based incentive compensation plans which, in the aggregate, provide bonus opportunities which are not materially less favorable to the Executive than the greater of (i) the opportunities provided by the Company for executives with comparable duties; and (ii) the opportunities provided to the Executive under all such plans in which the Executive he was participating prior to the Employment Period; c. the Executive (c) he shall be eligible to participate in stock option, stock appreciation rights, performance awards, restricted stock and other equity-based incentive compensation plans on a basis not materially less favorable to the Executive than that applicable (i) to the Executive immediately prior to the Employment Period or (ii) to other executives of the Company with comparable duties; and d. the Executive (d) he shall be eligible entitled to receive employee benefits (including, but not limited to, tax-qualified and nonqualified pension and savings plan benefits, medical insurance, disability income protection, life insurance coverage and death benefits) and perquisites which are not materially less favorable to the Executive than (i) the employee benefits and perquisites provided by the Company to executives with comparable duties or (ii) the employee benefits and perquisites to which the Executive would be entitled under the Company's employee benefit plans and perquisites as in effect immediately prior to the Employment Period. In the event of a termination of the Executive's employment for any reason during the Employment Period, he shall be entitled to his accrued vacation as of the date of termination, plus long-term and short-term bonuses based on the targeted bonus amounts for the bonus period which includes his date of termination pro rated based on the number of days elapsed in the bonus period.

Compensation During the Employment Period. During the Employment ----------------------------------------- Period, the Executive shall be compensated as follows: a. the Executive shall receive an annual salary which is not less than his annual salary immediately prior to the Employment Period and shall be eligible to receive an increase in annual salary which is not materially less favorable to the Executive than increases in salary granted by the Company for executives with comparable duties; b. the Executive shall be eligible to participate in short-term and long-term cash-based incentive compensation plans which, in the aggregate, provide bonus opportunities which are not materially less favorable to the Executive than the greater of (i) the opportunities provided by the Company for executives with comparable duties; and (ii) the opportunities provided to the Executive under all such plans in which the Executive was participating prior to the Employment Period; c. the Executive shall be eligible to participate in stock option, performance awards, restricted stock and other equity-based incentive compensation plans on a basis not materially less favorable to the Executive than that applicable (i) to the Executive immediately prior to the Employment Period or (ii) to other executives of the Company with comparable duties; and d. the Executive shall be eligible to receive employee benefits (including, but not limited to, tax-qualified and nonqualified savings plan benefits, medical insurance, disability income protection, life insurance coverage and death benefits) and perquisites which are not materially less favorable to the Executive than (iI) the employee benefits and perquisites provided by the Company to executives with comparable duties or (ii) the employee benefits and perquisites to which the Executive would be entitled under the Company's employee benefit plans and perquisites as in effect immediately prior to the Employment Period.