Common use of Incentive Cash Compensation Clause in Contracts

Incentive Cash Compensation. (a) For the Company's fiscal year that will begin on January 1, 2005, and for each subsequent fiscal year or portion thereof during the Employment Period, the Executive shall also be eligible to receive incentive cash compensation based on (i) the "Annual Bonus Expectancy Amount," which shall be fifty percent (50%) of the Executive's base salary for such year, and (ii) the Executive's performance in relation to the performance areas and performance targets on which the Executive and the Board or the Compensation Committee shall agree as described below. (b) The Company and the Executive shall agree periodically on performance criteria for determination of the incentive cash compensation that will be payable to the Executive with respect to each fiscal year of the Company. To the extent possible, such agreement shall be made, as to each fiscal year, prior to the end of the first month of such fiscal year. As an example, such performance criteria may be comprised of several designated performance areas and one or more performance targets in each area, and, depending on the targets achieved, the actual amount of incentive cash compensation actually payable to the Executive for each fiscal year will be between zero and the Annual Bonus Expectancy Amount. The Company acknowledges that the business objectives heretofore used in determining the Executive's incentive cash compensation have been, and that the performance areas and performance targets referred to herein shall continue to be, based largely on the input and recommendations of the Company's Chief Executive Officer and that, in exercising its review and supervisory role with respect to the determination and adoption of those performance areas and performance targets, the Board or the Compensation Committee, as the case may be, shall act reasonably and in consultation and cooperation with the Chief Executive Officer and consistently with past practice. (c) As soon as practical, and in any event no later than ninety (90) days, following the end of each fiscal year of the Company, the Compensation Committee or the Board, in consultation with the Executive, shall determine, reasonably and in good faith, the extent to which the applicable performance levels for such fiscal year shall have been achieved and, accordingly, shall cause the appropriate amount of incentive cash compensation to be paid to the Executive forthwith. If unforeseen developments occur that make the performance areas and/or targets previously determined unachievable, infeasible, or inadvisable -- and therefore inappropriate as a measure of the performance of the Executive -- the Compensation Committee or the Board shall consider in good faith the extent to which the actual performance of the Executive nevertheless warrants payment of the amounts that would have been payable if the targets had been achieved; and, to such extent, payment shall be made to the Executive. (d) Except as otherwise provided herein or in a future agreement between the Executive and the Company, for any fiscal year that begins before, but ends after, the end of the Employment Period, a pro-rated annual bonus shall be payable to the Executive based on the portion of such fiscal year that shall have elapsed to the end of the Employment Period, the methodology referred to above, and the reasonable, good faith determination of the Compensation Committee or the Board of the extent to which reasonably proportionate progress toward achievement of the applicable performance targets was made from the beginning of such fiscal year to the date the Employment Period ended, provided, however, that under no circumstances shall the Executive be entitled to receive duplicative incentive cash compensation payments under the terms of this Agreement.

Incentive Cash Compensation. (a) For the Company's fiscal year that will begin began on January 1, 20052006, and for each subsequent fiscal year or portion thereof during the Employment Period, the Executive shall also be eligible to receive incentive cash compensation based on (i) the "Annual Bonus Expectancy Amount," which shall be fifty percent (50%) of the Executive's base salary for such year, and (ii) the Executive's performance in relation to the performance areas and performance targets on which the Chief Executive Officer and/or the Board shall determine and communicate to the Executive as described below (the "Annual Bonus Plan"). The targeted amount of such Annual Bonus Plan shall be forty percent (40%) of the Executive's base salary for such year; provided, however, that the Executive and the Board Company acknowledge that the amount actually paid to the Executive pursuant to this Section 5 for any fiscal year or the Compensation Committee shall agree as described belowportion thereof may be more or less than said targeted amount. (b) The Company and Chief Executive Officer, upon consultation with the Executive Board, shall agree periodically on establish performance criteria for determination of the incentive cash compensation that will be payable to the Executive with respect to each fiscal year of the Company. To the extent possible, such agreement criteria shall be madeestablished, as to each fiscal year, prior to the end of the first month of such fiscal year. As an example, such performance criteria may be comprised of several designated performance areas and one or more performance targets in each area, and, depending on the targets achieved, the actual amount of incentive cash compensation actually payable to the Executive for each fiscal year will be between zero and the Annual Bonus Expectancy Amount. The Company acknowledges that the business objectives heretofore used in determining the Executive's incentive cash compensation have been, and that the performance areas and performance targets referred to herein shall continue to be, based largely on the input and recommendations of the Company's Chief Executive Officer and that, in exercising its review and supervisory role with respect to the determination and adoption of those performance areas and performance targets, the Board or the Compensation Committee of the Board (the "Compensation Committee"), as the case may be, shall act reasonably and in consultation and cooperation with the Chief Executive Officer and consistently with past practice. (c) As soon as practical, and in any event absent unforeseen circumstances no later than ninety (90) days, days following the end of each fiscal year of the Company, the Compensation Committee or Chief Executive Officer and/or the Board, in consultation with the Executive, shall determine, reasonably and in good faith, the extent to which the applicable performance levels criteria for such fiscal year shall have been achieved and, accordingly, shall cause the appropriate amount of incentive cash compensation to be paid to the Executive forthwithExecutive. If unforeseen developments occur that in the opinion of the Chief Executive Officer make the performance areas and/or targets previously determined unachievable, infeasible, or inadvisable -- and therefore inappropriate as a measure of the performance of the Executive -- the Compensation Committee or Chief Executive Officer and/or the Board shall consider in good faith the extent to which the actual performance of the Executive nevertheless warrants payment of the amounts that would have been payable if the targets performance criteria had been achieved; and, to such extent, payment shall be made to the Executive. (d) Except as otherwise provided herein or in a future agreement between the Executive and the Company, for any fiscal year that begins before, but ends after, the end of the Employment Period, a pro-rated annual bonus shall be payable to the Executive based on the portion of such fiscal year that shall have elapsed to the end of the Employment Period, the methodology referred to above, and the reasonable, good faith determination of the Compensation Committee or the Board of the extent to which reasonably proportionate progress toward achievement of the applicable performance targets was made from the beginning of such fiscal year to the date the Employment Period ended, provided, however, that under no circumstances shall the Executive be entitled to receive duplicative incentive cash compensation payments under the terms of this Agreement.

Incentive Cash Compensation. (a) For the Company's ’s fiscal year that will begin began on January 1, 20052014, and for each subsequent fiscal year or portion thereof during the Employment Period, the Executive shall also be eligible to receive incentive cash compensation based on the Executive’s performance in relation to the performance areas and performance targets which the Board or Compensation Committee shall determine and communicate to the Executive as described below (i) the "“Annual Bonus Expectancy Amount," which Plan”). The targeted amount of such Annual Bonus Plan shall be fifty percent (50%) of the Executive's base salary ’s Base Salary for such year; provided, and (ii) the Executive's performance in relation to the performance areas and performance targets on which however, that the Executive and the Board Company acknowledge that the amount actually paid to the Executive pursuant to this Section 5 for any fiscal year or the Compensation Committee shall agree as described belowportion thereof may be nil, or may be more or less than said targeted amount. (b) The Company and the Executive Board shall agree periodically on establish performance criteria for determination of the incentive cash compensation that will be payable to the Executive with respect to each fiscal year of the Company. To the extent possible, such agreement criteria shall be madeestablished, as to each fiscal year, prior to the end of the first second month of such fiscal year. As an example, such performance criteria may be comprised of several designated performance areas and one or more performance targets in each area, and, depending on the targets achieved, the actual amount of incentive cash compensation actually payable to the Executive for each fiscal year will be between zero and the Annual Bonus Expectancy Amount. The Company acknowledges that the business objectives heretofore used in determining the Executive's ’s incentive cash compensation have beencompensation, and that the performance areas and performance targets referred to herein herein, shall continue to be, be based largely on the input and recommendations of the Company's Chief Executive Officer ’s Chair and that, in exercising its review and supervisory role with respect to the determination and adoption of those performance areas and performance targets, the Board or the Compensation Committee, as the case may be, shall act reasonably and in consultation and cooperation with the Chief Executive Officer Chair and consistently with past practice. (c) As soon as practical, and in any event absent unforeseen circumstances no later than ninety sixty (9060) days, days following the end of each fiscal year of the Company, the Compensation Committee or the Board, in consultation with the Executive, Board shall determine, reasonably and in good faith, the extent to which the applicable performance levels criteria for such fiscal year shall have been achieved and, accordingly, shall cause the appropriate amount of incentive cash compensation to be paid to the Executive forthwithno later than the 15th day of the third month following the end of the fiscal year to which such incentive cash compensation relates. If unforeseen developments occur that in the opinion of the Board make the performance areas and/or targets previously determined unachievable, infeasible, or inadvisable -- — and therefore inappropriate as a measure of the performance of the Executive -- the Compensation Committee or — the Board shall consider in good faith the extent to which the actual performance of the Executive nevertheless warrants payment of the amounts that would have been payable if the targets performance criteria had been achieved; and, to such extent, payment shall be made to the Executive. (d) Except as otherwise provided herein or in a future agreement between the Executive and the Company, for any fiscal year that begins before, but ends after, the end of the Employment Period, a pro-rated annual bonus shall be payable to the Executive based on the portion of such fiscal year that shall have elapsed to the end of the Employment Period, the methodology referred to above, and the reasonable, good faith determination of the Compensation Committee or the Board of the extent to which reasonably proportionate progress toward achievement of the applicable performance targets was made from the beginning of such fiscal year to the date the Employment Period ended, provided, however, that under no circumstances shall the Executive be entitled to receive duplicative incentive cash compensation payments under the terms of this Agreement.

Incentive Cash Compensation. (a) For the Company's ’s fiscal year that will begin begins on January 1, 20052012, and for each subsequent fiscal year or portion thereof during the Employment Period, the Executive shall also be eligible to receive incentive cash compensation based on (i) the "Annual Bonus Expectancy Amount," which shall be fifty percent (50%) of the Executive's base salary for such year, and (ii) the Executive's ’s performance in relation to the performance areas and performance targets on which the Board or Compensation Committee shall determine and communicate to the Executive as described below (the “Annual Bonus Plan”). The targeted amount of such Annual Bonus Plan shall be forty percent (40%) of the Executive’s base salary for the applicable fiscal year (“Annual Bonus Target”); provided, however, that the Executive and the Board Company acknowledge that the amount actually paid to the Executive pursuant to this Section 5 for any fiscal year or the Compensation Committee shall agree as described belowportion thereof may be nil, or may be more or less than said targeted amount. (b) The Company and the Executive Board shall agree periodically on establish performance criteria for determination of the incentive cash compensation under the Annual Bonus Plan that will be payable to the Executive with respect to each fiscal year of the Company. To the extent possible, such agreement criteria shall be madeestablished, as to each fiscal year, prior to the end of the first second month of such fiscal year. As an example, such performance criteria may be comprised of several designated performance areas and one or more performance targets in each area, and, depending on the targets achieved, the actual amount of incentive cash compensation actually payable to the Executive for each fiscal year will be between zero and the Annual Bonus Expectancy Amount. The Company acknowledges that the business objectives heretofore used in determining the Executive's ’s incentive cash compensation have beencompensation, and that the performance areas and performance targets referred to herein herein, shall continue to be, be based largely on the input and recommendations of the Company's ’s Chief Executive Officer and that, in exercising its review and supervisory role with respect to the determination and adoption of those performance areas and performance targets, the Board or the Compensation Committee, as the case may be, shall act reasonably and in consultation and cooperation with the Chief Executive Officer and consistently with past practice. (c) As soon as practical, and in any event absent unforeseen circumstances no later than ninety (90) days, days following the end of each fiscal year of the Company, the Compensation Committee or the Board, in consultation with the Executive, Board shall determine, reasonably and in good faith, the extent to which the applicable performance levels criteria for such fiscal year shall have been achieved and, accordingly, shall cause the appropriate amount of incentive cash compensation to be paid to the Executive forthwithExecutive. If unforeseen developments occur that in the opinion of the Board make the performance areas and/or targets previously determined unachievable, infeasible, or inadvisable -- — and therefore inappropriate as a measure of the performance of the Executive -- the Compensation Committee or — the Board shall consider in good faith the extent to which the actual performance of the Executive nevertheless warrants payment of the amounts that would have been payable if the targets performance criteria had been achieved; and, to such extent, payment shall be made to the Executive. (d) Except as otherwise provided herein or in The Executive will receive a future agreement between cash bonus equal to thirty-thousand dollars ($30,000) within thirty (30) days of 1 April 2012 for the Executive successful integration and the Company, for any fiscal year that begins before, but ends after, the end restructuring of the Employment Period, a pro-rated annual bonus shall be payable to the Executive based on the portion of such fiscal year that shall have elapsed to the end of the Employment Period, the methodology referred to above, and the reasonable, good faith determination of the Compensation Committee or the Board of the extent to which reasonably proportionate progress toward achievement of the applicable performance targets was made from the beginning of such fiscal year to the date the Employment Period ended, research operations; provided, however, that under no circumstances shall Executive is employed on the Executive be entitled to receive duplicative incentive date such cash compensation payments under the terms of this Agreementbonus is paid.

Incentive Cash Compensation. (a) For the Company's ’s fiscal year that will begin began on January 1, 20052008, and for each subsequent fiscal year or portion thereof during the Employment Period, the Executive shall also be eligible to receive incentive cash compensation based on the Executive’s performance in relation to the performance areas and performance targets which the Chief Executive Officer and/or the Board shall determine and communicate to the Executive as described below (i) the "“Annual Bonus Expectancy Amount," which Plan”). The targeted amount of such Annual Bonus Plan shall be fifty percent (50%) of the Executive's ’s base salary for such year; provided, and (ii) the Executive's performance in relation to the performance areas and performance targets on which however, that the Executive and the Board Company acknowledge that the amount actually paid to the Executive pursuant to this Section 5 for any fiscal year or the Compensation Committee shall agree as described belowportion thereof may be more or less than said targeted amount. (b) The Company and Chief Executive Officer, upon consultation with the Executive Board, shall agree periodically on establish performance criteria for determination of the incentive cash compensation that will be payable to the Executive with respect to each fiscal year of the Company. To the extent possible, such agreement criteria shall be madeestablished, as to each fiscal year, prior to the end of the first second month of such fiscal year. As an example, such performance criteria may be comprised of several designated performance areas and one or more performance targets in each area, and, depending on the targets achieved, the actual amount of incentive cash compensation actually payable to the Executive for each fiscal year will be between zero and the Annual Bonus Expectancy Amount. The Company acknowledges that the business objectives heretofore used in determining the Executive's ’s incentive cash compensation have beencompensation, and that the performance areas and performance targets referred to herein herein, shall continue to be, be based largely in substantial part on the input and recommendations of the Company's ’s Chief Executive Officer and that, in exercising its review and supervisory role with respect to the determination and adoption of those performance areas and performance targets, the Board or the Compensation Committee of the Board (the “Compensation Committee”), as the case may be, shall act reasonably and in consultation and cooperation with the Chief Executive Officer and consistently with past practice. (c) As soon as practical, and in any event absent unforeseen circumstances no later than ninety (90) days, days following the end of each fiscal year of the Company, the Compensation Committee or Chief Executive Officer and/or the Board, in consultation with the Executive, shall determine, reasonably and in good faith, the extent to which the applicable performance levels criteria for such fiscal year shall have been achieved and, accordingly, shall cause the appropriate amount of incentive cash compensation to be paid to the Executive forthwithExecutive. If unforeseen developments occur that in the opinion of the Chief Executive Officer make the performance areas and/or targets previously determined unachievable, infeasible, or inadvisable -- — and therefore inappropriate as a measure of the performance of the Executive -- — the Compensation Committee or Chief Executive Officer and/or the Board shall consider in good faith the extent to which the actual performance of the Executive nevertheless warrants payment of the amounts that would have been payable if the targets performance criteria had been achieved; and, to such extent, payment shall be made to the Executive. (d) Except as otherwise provided herein or in a future agreement between the Executive and the Company, for any fiscal year that begins before, but ends after, the end of the Employment Period, a pro-rated annual bonus shall be payable to the Executive based on the portion of such fiscal year that shall have elapsed to the end of the Employment Period, the methodology referred to above, and the reasonable, good faith determination of the Compensation Committee or the Board of the extent to which reasonably proportionate progress toward achievement of the applicable performance targets was made from the beginning of such fiscal year to the date the Employment Period ended, provided, however, that under no circumstances shall the Executive be entitled to receive duplicative incentive cash compensation payments under the terms of this Agreement.

Incentive Cash Compensation. (a) For the Company's fiscal year that will begin on January 1, 20052006, and for each subsequent fiscal year or portion thereof during the Employment Period, the Executive shall also be eligible to receive incentive cash compensation based on (i) the "Annual Bonus Expectancy Amount," which shall be fifty forty percent (5040%) of the Executive's base salary for such year, and (ii) the Executive's performance in relation to the performance areas and performance targets on which the Chief Executive and Officer and/or the Board or shall determine and communicate to the Compensation Committee shall agree Executive as described below. (b) The Company and Chief Executive Officer, upon consultation with the Executive Board, shall agree periodically on establish performance criteria for determination of the incentive cash compensation that will be payable to the Executive with respect to each fiscal year of the Company. To the extent possible, such agreement criteria shall be madeestablished, as to each fiscal year, prior to the end of the first month of such fiscal year. As an example, such performance criteria may be comprised of several designated performance areas and one or more performance targets in each area, and, depending on the targets achieved, the actual amount of incentive cash compensation actually payable to the Executive for each fiscal year will be between zero and the Annual Bonus Expectancy Amount. The Company acknowledges that the business objectives heretofore used in determining the Executive's incentive cash compensation have been, and that the performance areas and performance targets referred to herein shall continue to be, based largely on the input and recommendations of the Company's Chief Executive Officer and that, in exercising its review and supervisory role with respect to the determination and adoption of those performance areas and performance targets, the Board or the Compensation Committee, as the case may be, shall act reasonably and in consultation and cooperation with the Chief Executive Officer and consistently with past practice. (c) As soon as practical, and in any event absent unforeseen circumstances no later than ninety (90) days, days following the end of each fiscal year of the Company, the Compensation Committee or Chief Executive Officer and/or the Board, in consultation with the Executive, shall determine, reasonably and in good faith, the extent to which the applicable performance levels for such fiscal year shall have been achieved and, accordingly, shall cause the appropriate amount of incentive cash compensation to be paid to the Executive forthwithExecutive. If unforeseen developments occur that in the opinion of the Chief Executive Officer make the performance areas and/or targets previously determined unachievable, infeasible, or inadvisable -- and therefore inappropriate as a measure of the performance of the Executive -- the Compensation Committee or Chief Executive Officer and/or the Board shall consider in good faith the extent to which the actual performance of the Executive nevertheless warrants payment of the amounts that would have been payable if the targets had been achieved; and, to such extent, payment shall be made to the Executive. (d) Except as otherwise provided herein or in a future agreement between the Executive and the Company, for any fiscal year that begins before, but ends after, the end of the Employment Period, a pro-rated annual bonus shall be payable to the Executive based on the portion of such fiscal year that shall have elapsed to the end of the Employment Period, the methodology referred to above, and the reasonable, good faith determination of the Compensation Committee or the Board of the extent to which reasonably proportionate progress toward achievement of the applicable performance targets was made from the beginning of such fiscal year to the date the Employment Period ended, provided, however, that under no circumstances shall the Executive be entitled to receive duplicative incentive cash compensation payments under the terms of this Agreement.

Incentive Cash Compensation. (a) For the Company's ’s fiscal year that will begin begins on January 1, 20052009, and for each subsequent fiscal year or portion thereof during the Employment Period, the Executive shall also be eligible to receive incentive cash compensation based on (i) the "Annual Bonus Expectancy Amount," which shall be fifty percent (50%) of the Executive's base salary for such year, and (ii) the Executive's ’s performance in relation to the performance areas and performance targets on which the Board or Compensation Committee shall determine and communicate to the Executive as described below (the “Annual Bonus Plan”). The targeted amount of such Annual Bonus Plan shall be forty percent (40%) of the Executive’s base salary for the applicable fiscal year (“Annual Bonus Target”); provided, however, that the Executive and the Board Company acknowledge that the amount actually paid to the Executive pursuant to this Section 5 for any fiscal year or the Compensation Committee shall agree as described belowportion thereof may be nil, or may be more or less than said targeted amount. (b) The Company and the Executive Board shall agree periodically on establish performance criteria for determination of the incentive cash compensation under the Annual Bonus Plan that will be payable to the Executive with respect to each fiscal year of the Company. To the extent possible, such agreement criteria shall be madeestablished, as to each fiscal year, prior to the end of the first second month of such fiscal year. As an example, such performance criteria may be comprised of several designated performance areas and one or more performance targets in each area, and, depending on the targets achieved, the actual amount of incentive cash compensation actually payable to the Executive for each fiscal year will be between zero and the Annual Bonus Expectancy Amount. The Company acknowledges that the business objectives heretofore used in determining the Executive's ’s incentive cash compensation have beencompensation, and that the performance areas and performance targets referred to herein herein, shall continue to be, be based largely on the input and recommendations of the Company's ’s Chief Executive Officer and that, in exercising its review and supervisory role with respect to the determination and adoption of those performance areas and performance targets, the Board or the Compensation Committee, as the case may be, shall act reasonably and in consultation and cooperation with the Chief Executive Officer and consistently with past practice. (c) As soon as practical, and in any event absent unforeseen circumstances no later than ninety (90) days, days following the end of each fiscal year of the Company, the Compensation Committee or the Board, in consultation with the Executive, Board shall determine, reasonably and in good faith, the extent to which the applicable performance levels criteria for such fiscal year shall have been achieved and, accordingly, shall cause the appropriate amount of incentive cash compensation to be paid to the Executive forthwithExecutive. If unforeseen developments occur that in the opinion of the Board make the performance areas and/or targets previously determined unachievable, infeasible, or inadvisable -- — and therefore inappropriate as a measure of the performance of the Executive -- the Compensation Committee or — the Board shall consider in good faith the extent to which the actual performance of the Executive nevertheless warrants payment of the amounts that would have been payable if the targets performance criteria had been achieved; and, to such extent, payment shall be made to the Executive. (d) Except as otherwise provided herein or in a future agreement between the Executive and the Company, for any fiscal year that begins before, but ends after, the end of the Employment Period, a pro-rated annual bonus shall be payable to the Executive based on the portion of such fiscal year that shall have elapsed to the end of the Employment Period, the methodology referred to above, and the reasonable, good faith determination of the Compensation Committee or the Board of the extent to which reasonably proportionate progress toward achievement of the applicable performance targets was made from the beginning of such fiscal year to the date the Employment Period ended, provided, however, that under no circumstances shall the Executive be entitled to receive duplicative incentive cash compensation payments under the terms of this Agreement.

Incentive Cash Compensation. (a) For the Company's ’s fiscal year that will begin began on January 1, 20052011, and for each subsequent fiscal year or portion thereof during the Employment Period, the Executive shall also be eligible to receive incentive cash compensation based on (i) the "Annual Bonus Expectancy Amount," which shall be fifty percent (50%) of the Executive's base salary for such year, and (ii) the Executive's ’s performance in relation to the performance areas and performance targets which the Board or Compensation Committee shall determine and communicate to the Executive as described below (the “Annual Bonus Plan”). The targeted amount of such Annual Bonus Plan shall be thirty percent (30%) of the Executive’s base salary for the applicable fiscal year, which shall be calculated on a pro-rata basis depending upon the number of days during any fiscal year on which Executive was employed by the Company; provided, however, that the Executive and the Board Company acknowledge that the amount actually paid to the Executive pursuant to this Section 5 for any fiscal year, Employment Period or the Compensation Committee shall agree as described belowportion thereof may be nil, or may be more or less than said targeted amount. (b) The Company and the Executive Board shall agree periodically on establish performance criteria for determination of the incentive cash compensation under the Annual Bonus Plan that will be payable to the Executive with respect to each fiscal year of the CompanyCompany or the Employment Period if less than a fiscal year. To the extent possible, such agreement criteria shall be madeestablished, as to each fiscal year, prior to the end of the first second month of such fiscal year, but in any event at the discretion of the Board. As an example, such performance criteria may be comprised of several designated performance areas and one or more performance targets in each area, and, depending on the targets achieved, the actual amount of incentive cash compensation actually payable to the Executive for each fiscal year will be between zero and the Annual Bonus Expectancy Amount. The Company acknowledges that the business objectives heretofore used in determining the Executive's ’s incentive cash compensation have beencompensation, and that the performance areas and performance targets referred to herein herein, shall continue to be, be based largely on the input and recommendations of the Company's ’s Chief Executive Officer and that, in exercising its review and supervisory role with respect to the determination and adoption of those performance areas and performance targets, the Board or the Compensation Committee, as the case may be, shall act reasonably and in consultation and cooperation with the Chief Executive Officer and consistently with past practice. (c) As soon as practical, and in any event absent unforeseen circumstances no later than ninety (90) days, days following the end of each fiscal year of the Company, the Compensation Committee or the Board, in consultation with the Executive, Board shall determine, reasonably and in good faith, the extent to which the applicable performance levels criteria for such fiscal year or Employment Period shall have been achieved and, accordingly, shall cause the appropriate amount of incentive cash compensation to be paid to the Executive forthwithExecutive. If unforeseen developments occur that in the opinion of the Board make the performance areas and/or targets previously determined unachievable, infeasible, or inadvisable -- — and therefore inappropriate as a measure of the performance of the Executive -- the Compensation Committee or — the Board shall consider in good faith the extent to which the actual performance of the Executive nevertheless warrants payment of the amounts that would have been payable if the targets performance criteria had been achieved; and, to such extent, payment shall be made to the Executive. (d) Except as otherwise provided herein or in a future agreement between the Executive and the Company, for any fiscal year that begins before, but ends after, the end of the Employment Period, a pro-rated annual bonus shall be payable to the Executive based on the portion of such fiscal year that shall have elapsed to the end of the Employment Period, the methodology referred to above, and the reasonable, good faith determination of the Compensation Committee or the Board of the extent to which reasonably proportionate progress toward achievement of the applicable performance targets was made from the beginning of such fiscal year to the date the Employment Period ended, provided, however, that under no circumstances shall the Executive be entitled to receive duplicative incentive cash compensation payments under the terms of this Agreement.

Incentive Cash Compensation. (a) For the Company's ’s fiscal year that will begin began on January 1, 20052009, and for each subsequent fiscal year or portion thereof during the Employment Period, the Executive shall also be eligible to receive incentive cash compensation based on (i) the "Annual Bonus Expectancy Amount," which shall be fifty percent (50%) of the Executive's base salary for such year, and (ii) the Executive's ’s performance in relation to the performance areas and provided that the Executive meets certain performance targets on which the Chief Executive Officer and/or the Board shall determine and communicate to the Executive as described below (the “Annual Bonus Plan”). The targeted amount of such Annual Bonus Plan shall be thirty percent (30%) of the Executive’s base salary for such year; provided, however, that the Executive and the Board Company acknowledge that the amount actually paid to the Executive pursuant to this Section 5 for any fiscal year or portion thereof may be more or less than said targeted amount, depending on performance. The timing and amount of any Annual Bonus Plan payout shall be at the Compensation Committee shall agree as described belowsole discretion of the Company. (b) The Company and Chief Executive Officer, upon consultation with the Executive Board, shall agree periodically on establish performance criteria for determination of the incentive cash compensation that will be payable to the Executive with respect to each fiscal year of the Company. To the extent possible, such agreement criteria shall be madeestablished, as to each fiscal year, prior to the end of the first month of such fiscal year. As an example, such performance criteria may be comprised of several designated performance areas and one or more performance targets in each area, and, depending on the targets achieved, the actual amount of incentive cash compensation actually payable to the Executive for each fiscal year will be between zero and the Annual Bonus Expectancy Amount. The Company acknowledges that the business objectives heretofore used in determining the Executive's ’s incentive cash compensation have been, and that the performance areas and performance targets referred to herein shall continue to be, based largely on the input and recommendations of the Company's ’s Chief Executive Officer and that, in exercising its review and supervisory role with respect to the determination and adoption of those performance areas and performance targets, the Board or the Compensation Committee of the Board (the “Compensation Committee”), as the case may be, shall act reasonably and in consultation and cooperation with the Chief Executive Officer and consistently with past practice. (c) As soon as practical, and in any event no later than ninety (90) days, practical following the end of each fiscal year of the Company, the Compensation Committee or Chief Executive Officer and/or the Board, in consultation with the Executive, shall determine, reasonably and in good faith, the extent to which the applicable performance levels criteria for such fiscal year shall have been achieved and, accordingly, shall cause the appropriate amount of incentive cash compensation to be paid to the Executive forthwith. If unforeseen developments occur that make the performance areas and/or targets previously determined unachievable, infeasible, or inadvisable -- and therefore inappropriate as a measure of the performance of the Executive -- the Compensation Committee or the Board shall consider in good faith the extent to which the actual performance of the Executive nevertheless warrants payment of the amounts that would have been payable if the targets had been achieved; and, to such extent, payment shall be made to the Executive. (d) Except as otherwise provided herein or in a future agreement between the Executive and the Company, for any fiscal year that begins before, but ends after, the end of the Employment Period, a pro-rated annual bonus shall be payable to the Executive based on the portion of such fiscal year that shall have elapsed to the end of the Employment Period, the methodology referred to above, and the reasonable, good faith determination of the Compensation Committee or the Board of the extent to which reasonably proportionate progress toward achievement of the applicable performance targets was made from the beginning of such fiscal year to the date the Employment Period ended, provided, however, that under no circumstances shall the Executive be entitled to receive duplicative incentive cash compensation payments under the terms of this Agreement.

Incentive Cash Compensation. (a) For the Company's ’s fiscal year that will begin began on January 1, 20052009, and for each subsequent fiscal year or portion thereof during the Employment Period, the Executive shall also be eligible to receive incentive cash compensation based on (i) the "Annual Bonus Expectancy Amount," which shall be fifty percent (50%) of the Executive's base salary for such year, and (ii) the Executive's ’s performance in relation to the performance areas and performance targets on which the Board or Compensation Committee shall determine and communicate to the Executive as described below (the “Annual Bonus Plan”). The targeted amount of such Annual Bonus Plan shall be one hundred twenty thousand dollars ($120,000) per year; provided, however, that the Executive and the Board Company acknowledge that the amount actually paid to the Executive pursuant to this Section 5 for any fiscal year or the Compensation Committee shall agree as described belowportion thereof may be nil, or may be more or less than said targeted amount. (b) The Company and the Executive Board shall agree periodically on establish performance criteria for determination of the incentive cash compensation that will be payable to the Executive with respect to each fiscal year of the Company. To the extent possible, such agreement criteria shall be madeestablished, as to each fiscal year, prior to the end of the first second month of such fiscal year. As an example, such performance criteria may be comprised of several designated performance areas and one or more performance targets in each area, and, depending on the targets achieved, the actual amount of incentive cash compensation actually payable to the Executive for each fiscal year will be between zero and the Annual Bonus Expectancy Amount. The Company acknowledges that the business objectives heretofore used in determining the Executive's incentive cash compensation have been, and that the performance areas and performance targets referred to herein shall continue to be, based largely on the input and recommendations of the Company's Chief Executive Officer and that, in exercising its review and supervisory role with respect to the determination and adoption of those performance areas and performance targets, the Board or the Compensation Committee, as the case may be, shall act reasonably and in consultation and cooperation with the Chief Executive Officer and consistently with past practice. (c) As soon as practical, and in any event absent unforeseen circumstances no later than ninety (90) days, days following the end of each fiscal year of the Company, the Compensation Committee or the Board, in consultation with the Executive, Board shall determine, reasonably and in good faith, the extent to which the applicable performance levels criteria for such fiscal year shall have been achieved and, accordingly, shall cause the appropriate amount of incentive cash compensation to be paid to the Executive forthwithExecutive. If unforeseen developments occur that in the opinion of the Board make the performance areas and/or targets previously determined unachievable, infeasible, or inadvisable -- and therefore inappropriate as a measure of the performance of the Executive -- the Compensation Committee or the Board shall consider in good faith the extent to which the actual performance of the Executive nevertheless warrants payment of the amounts that would have been payable if the targets performance criteria had been achieved; and, to such extent, payment shall be made to the Executive. (d) Except as otherwise provided herein or in a future agreement between the Executive and the Company, for any fiscal year that begins before, but ends after, the end of the Employment Period, a pro-rated annual bonus shall be payable to the Executive based on the portion of such fiscal year that shall have elapsed to the end of the Employment Period, the methodology referred to above, and the reasonable, good faith determination of the Compensation Committee or the Board of the extent to which reasonably proportionate progress toward achievement of the applicable performance targets was made from the beginning of such fiscal year to the date the Employment Period ended, provided, however, that under no circumstances shall the Executive be entitled to receive duplicative incentive cash compensation payments under the terms of this Agreement.

Incentive Cash Compensation. (a) For the Company's ’s fiscal year that will begin began on January 1, 20052008, and for each subsequent fiscal year or portion thereof during the Employment Period, the Executive shall also be eligible to receive incentive cash compensation based on (i) the "Annual Bonus Expectancy Amount," which shall be fifty percent (50%) of the Executive's base salary for such year, and (ii) the Executive's ’s performance in relation to the performance areas and performance targets on which the Chief Executive Officer and/or the Board shall determine and communicate to the Executive as described below (the “Annual Bonus Plan”). The targeted amount of such Annual Bonus Plan shall be forty percent (40%) of the Executive’s Base Salary for such year; provided, however, that the Executive and the Board Company acknowledge that the amount, if any, actually paid to the Executive pursuant to this Section 5 for any fiscal year or the Compensation Committee shall agree as described belowportion thereof may be more or less than said targeted amount. (b) The Company and Chief Executive Officer, upon consultation with the Executive Board, shall agree periodically on establish performance criteria for determination of the incentive cash compensation that will be payable to the Executive with respect to each fiscal year of the Company. To the extent possible, such agreement criteria shall be madeestablished, as to each fiscal year, prior to the end of the first second month of such fiscal year. As an example, such performance criteria may be comprised of several designated performance areas and one or more performance targets in each area, and, depending on the targets achieved, the actual amount of incentive cash compensation actually payable to the Executive for each fiscal year will be between zero and the Annual Bonus Expectancy Amount. The Company acknowledges that the business objectives heretofore used in determining the Executive's ’s incentive cash compensation have beencompensation, and that the performance areas and performance targets referred to herein herein, shall continue to be, be based largely in substantial part on the input and recommendations of the Company's ’s Chief Executive Officer and that, in exercising its review and supervisory role with respect to the determination and adoption of those performance areas and performance targets, the Board or the Compensation Committee of the Board (the “Compensation Committee”), as the case may be, shall act reasonably and in consultation and cooperation with the Chief Executive Officer and consistently with past practice. (c) As soon as practical, and in any event absent unforeseen circumstances no later than ninety (90) days, days following the end of each fiscal year of the Company, the Compensation Committee or Chief Executive Officer and/or the Board, in consultation with the Executive, shall determine, reasonably and in good faith, the extent to which the applicable performance levels criteria for such fiscal year shall have been achieved and, accordingly, shall cause the appropriate amount amount, if any, of incentive cash compensation to be paid to the Executive forthwithExecutive. If unforeseen developments occur that in the opinion of the Chief Executive Officer or the Board make the performance areas and/or targets previously determined unachievable, infeasible, or inadvisable -- — and therefore inappropriate as a measure of the performance of the Executive -- — the Compensation Committee or Chief Executive Officer and/or the Board shall consider in good faith the extent to which the actual performance of the Executive nevertheless warrants payment of all, none, or some portion of the amounts that would have been payable if the targets performance criteria appropriate for such unforeseen developments had been achieved; and, to such extent, payment payment, if any, shall be made to the Executive. (d) Except as otherwise provided herein or in a future agreement between the Executive and the Company, for any fiscal year that begins before, but ends after, the end of the Employment Period, a pro-rated annual bonus shall be payable to the Executive based on the portion of such fiscal year that shall have elapsed to the end of the Employment Period, the methodology referred to above, and the reasonable, good faith determination of the Compensation Committee or the Board of the extent to which reasonably proportionate progress toward achievement of the applicable performance targets was made from the beginning of such fiscal year to the date the Employment Period ended, provided, however, that under no circumstances shall the Executive be entitled to receive duplicative incentive cash compensation payments under the terms of this Agreement.

Incentive Cash Compensation. (a) For the Company's each fiscal year that will begin on January 1, 2005, and for each subsequent fiscal year of the Company or portion thereof during the Employment Period, the Executive shall also be eligible to receive incentive cash compensation based on (i) the "Annual Bonus Expectancy Amount," which shall be fifty percent (50%) of the Executive's base salary for such year, and (ii) the Executive's ’s performance in relation to the performance areas and performance targets on which the Board or Compensation Committee shall determine and communicate to the Executive as described below (the “Annual Bonus Plan”). The targeted amount of such Annual Bonus Plan shall be fifty thousand dollars ($50,000) per year; provided, however, that the Executive and the Board Company acknowledge that the amount actually paid to the Executive pursuant to this Section 5 for any fiscal year or the Compensation Committee shall agree as described belowportion thereof may be nil, or may be more or less than said targeted amount. (b) The Company Management and the Executive Board shall agree periodically on establish performance criteria for determination of the incentive cash compensation that will be payable to the Executive with respect to each fiscal year of the Company. To the extent possible, such agreement criteria shall be madeestablished, as to each fiscal year, prior to the end of the first second month of such fiscal year. As an example, such performance criteria may be comprised of several designated performance areas and one or more performance targets in each area, and, depending on the targets achieved, the actual amount of incentive cash compensation actually payable to the Executive for each fiscal year will be between zero and the Annual Bonus Expectancy Amount. The Company acknowledges that the business objectives heretofore used in determining the Executive's incentive cash compensation have been, and that the performance areas and performance targets referred to herein shall continue to be, based largely on the input and recommendations of the Company's Chief Executive Officer and that, in exercising its review and supervisory role with respect to the determination and adoption of those performance areas and performance targets, the Board or the Compensation Committee, as the case may be, shall act reasonably and in consultation and cooperation with the Chief Executive Officer and consistently with past practice. (c) As soon as practical, and in any event absent unforeseen circumstances no later than ninety (90) days, days following the end of each fiscal year of the Company, the Compensation Committee or the Board, in consultation with the Executive, Management shall determine, reasonably and in good faith, the extent to which the applicable performance levels criteria for such fiscal year shall have been achieved and, accordingly, shall cause the appropriate amount of incentive cash compensation to be paid to the Executive forthwithExecutive. If unforeseen developments occur that in the opinion of Management make the performance areas and/or targets previously determined unachievable, infeasible, or inadvisable -- — and therefore inappropriate as a measure of the performance of the Executive -- the Compensation Committee or the Board — Management shall consider in good faith the extent to which the actual performance of the Executive nevertheless warrants payment of the amounts that would have been payable if the targets performance criteria had been achieved; and, to such extent, payment shall be made to the Executive. (d) Except as otherwise provided herein or in a future agreement between the Executive and the Company, for any fiscal year that begins before, but ends after, the end of the Employment Period, a pro-rated annual bonus shall be payable to the Executive based on the portion of such fiscal year that shall have elapsed to the end of the Employment Period, the methodology referred to above, and the reasonable, good faith determination of the Compensation Committee or the Board of the extent to which reasonably proportionate progress toward achievement of the applicable performance targets was made from the beginning of such fiscal year to the date the Employment Period ended, provided, however, that under no circumstances shall the Executive be entitled to receive duplicative incentive cash compensation payments under the terms of this Agreement.

Incentive Cash Compensation. (a) For the Company's ’s fiscal year that will begin began on January 1, 20052008, Executive shall receive incentive cash compensation for the period up to and including June 9, 2008 as and to the extent provided for each such prorated year in the December 2005 Agreement as if that agreement remained in effect in all respects. For the remainder of the Company’s fiscal year that began on January 1, 2008 and Company’s subsequent fiscal year years or portion portions thereof during the remainder of the Employment Period, the Executive shall also be eligible to receive incentive cash compensation based on (i) the "Annual Bonus Expectancy Amount," which shall be of up to fifty percent (50%) of the Executive's ’s base salary for such year, and (ii) the Executive's performance in relation to the performance areas and performance targets on which the Executive and as determined by the Board or the Compensation Committee based on their good faith assessment of Executive’s performance in such year in relation to the actual needs of the Company in such year and in relation to any performance areas and/or performance targets as shall agree have been determined by the Board or the Compensation Committee after consultation with Executive as described below, provided, however, that the Executive and the Company acknowledge that the amount actually paid to the Executive pursuant to this Section 5 for any fiscal year or portion thereof may be nil, or may be more or less than said targeted amount. (b) The Company and the Executive shall periodically discuss and attempt in good faith to agree periodically on upon performance criteria for determination of the incentive cash compensation that will be payable to the Executive with respect to each fiscal year of the Company, or portion thereof, beginning on or after June 10, 2008. To the extent possible, such agreement shall be made, as to each fiscal yearsuch period, prior to the end of the first second month of following such fiscal year. As an example, such performance criteria may be comprised of several designated performance areas and one or more performance targets in each area, and, depending on the targets achieved, the actual amount of incentive cash compensation actually payable to the Executive for each fiscal year will be between zero and the Annual Bonus Expectancy Amount. The Company acknowledges that the business objectives heretofore used in determining the Executive's incentive cash compensation have been, and that the performance areas and performance targets referred to herein shall continue to be, based largely on the input and recommendations of the Company's Chief Executive Officer and that, in exercising its review and supervisory role with respect to the determination and adoption of those performance areas and performance targets, the Board or the Compensation Committee, as the case may be, shall act reasonably and in consultation and cooperation with the Chief Executive Officer and consistently with past practiceperiod. (c) As soon as practical, and in any event no later than ninety (90) days, following after the end of each fiscal year of the Company, the Compensation Committee or the Board, in consultation with the Executive, shall determine, reasonably and in good faith, the extent to which the applicable performance levels for such fiscal year shall have been achieved and, accordingly, shall cause the appropriate amount of incentive cash compensation for Executive for such year and shall cause such amount to be paid to the Executive forthwith. If unforeseen developments occur shall have occurred that make the made any performance areas and/or performance targets previously determined unachievable, infeasible, or inadvisable -- — and therefore inappropriate as a measure of the performance of the Executive -- — the Compensation Committee or the Board shall consider in good faith the extent to which the actual performance of the incentive cash compensation shall nevertheless be paid to Executive nevertheless warrants payment of the amounts that would have been payable if the targets had been achieved; and, to such extent, payment shall be made to the Executivebased on his performance. (d) Except as otherwise provided herein or in a future agreement between the Executive and the Company, for any fiscal year that begins before, but ends after, the end of the Employment Period, a pro-rated annual bonus shall be payable to the Executive based on the portion of such fiscal year that shall have elapsed to the end of the Employment Period, the methodology referred to above, and the reasonable, good faith determination of the Compensation Committee or the Board of the extent to which reasonably proportionate progress toward achievement of the applicable Executive’s performance targets was made from the beginning of during such fiscal year to the date the Employment Period ended, provided, however, that under no circumstances shall the Executive be entitled to receive duplicative incentive cash compensation payments under the terms of this Agreementperiod.

Incentive Cash Compensation. (a) For the Company's ’s fiscal year that will begin began on January 1, 20052008, and for each subsequent fiscal year or portion thereof during the Employment Period, the Executive shall also be eligible to receive incentive cash compensation based on (i) the "Annual Bonus Expectancy Amount," which shall be fifty percent (50%) of the Executive's base salary for such year, and (ii) the Executive's ’s performance in relation to the performance areas and performance targets on which the Board or Compensation Committee shall determine and communicate to the Executive as described below (the “Annual Bonus Plan”). The targeted amount of such Annual Bonus Plan shall be forty percent (40%) of the Executive’s base salary for such year; provided, however, that the Executive and the Board Company acknowledge that the amount actually paid to the Executive pursuant to this Section 5 for any fiscal year or the Compensation Committee shall agree as described belowportion thereof may be nil, or may be more or less than said targeted amount. (b) The Company and the Executive Board shall agree periodically on establish performance criteria for determination of the incentive cash compensation that will be payable to the Executive with respect to each fiscal year of the Company. To the extent possible, such agreement criteria shall be madeestablished, as to each fiscal year, prior to the end of the first second month of such fiscal year. As an example, such performance criteria may be comprised of several designated performance areas and one or more performance targets in each area, and, depending on the targets achieved, the actual amount of incentive cash compensation actually payable to the Executive for each fiscal year will be between zero and the Annual Bonus Expectancy Amount. The Company acknowledges that the business objectives heretofore used in determining the Executive's ’s incentive cash compensation have beencompensation, and that the performance areas and performance targets referred to herein herein, shall continue to be, be based largely on the input and recommendations of the Company's Chief Executive Officer ’s Chair and that, in exercising its review and supervisory role with respect to the determination and adoption of those performance areas and performance targets, the Board or the Compensation Committee, as the case may be, shall act reasonably and in consultation and cooperation with the Chief Executive Officer Chair and consistently with past practice. (c) As soon as practical, and in any event absent unforeseen circumstances no later than ninety (90) days, days following the end of each fiscal year of the Company, the Compensation Committee or the Board, in consultation with the Executive, Board shall determine, reasonably and in good faith, the extent to which the applicable performance levels criteria for such fiscal year shall have been achieved and, accordingly, shall cause the appropriate amount of incentive cash compensation to be paid to the Executive forthwithExecutive. If unforeseen developments occur that in the opinion of the Board make the performance areas and/or targets previously determined unachievable, infeasible, or inadvisable -- — and therefore inappropriate as a measure of the performance of the Executive -- the Compensation Committee or — the Board shall consider in good faith the extent to which the actual performance of the Executive nevertheless warrants payment of the amounts that would have been payable if the targets performance criteria had been achieved; and, to such extent, payment shall be made to the Executive. (d) Except as otherwise provided herein or in a future agreement between the Executive and the Company, for any fiscal year that begins before, but ends after, the end of the Employment Period, a pro-rated annual bonus shall be payable to the Executive based on the portion of such fiscal year that shall have elapsed to the end of the Employment Period, the methodology referred to above, and the reasonable, good faith determination of the Compensation Committee or the Board of the extent to which reasonably proportionate progress toward achievement of the applicable performance targets was made from the beginning of such fiscal year to the date the Employment Period ended, provided, however, that under no circumstances shall the Executive be entitled to receive duplicative incentive cash compensation payments under the terms of this Agreement.

Incentive Cash Compensation. (a) For the Company's fiscal year that will begin on began January 1, 20052002, and for each subsequent fiscal year or portion thereof during the Employment Period, the Executive shall also be eligible entitled to receive incentive cash compensation based on (i) the "Annual Base Bonus Expectancy Amount," which shall be fifty percent of one hundred thousand dollars (50%$100,000.00) of (or more if so determined by the Executive's base salary for such year, Compensation Committee or by the Board) and (ii) the Executive's performance in relation to the performance areas and performance targets levels on which the Executive and the Board or the Compensation Committee shall agree as described below. (b) The Company and the Executive shall agree periodically on performance criteria for determination of the incentive cash compensation that will be payable to the Executive with respect to each fiscal year of the Company. To the extent possible, such agreement shall be made, as to each fiscal year, prior to the end of the first month of such fiscal year. As an example, The Company and the Executive presently intend that such performance criteria may shall be comprised of several designated performance areas and one or more two levels of performance targets in each area, andand that, depending on the targets achievedlevels of performance achieved in the various areas, the actual amount of incentive cash compensation actually payable to the Executive for each fiscal year will be between zero and twice the Annual Base Bonus Expectancy Amount. The Company acknowledges that the business objectives heretofore used in determining the Executive's incentive cash compensation have been, and that the performance areas and performance targets levels referred to herein here shall continue to be, based largely on the input and recommendations of the Company's Chief Executive Officer and that, in exercising its review and supervisory role with respect to the determination and adoption of those performance areas and performance targetslevels, the Board or the Compensation Committee, as the case may be, shall act reasonably and in consultation and cooperation with the Chief Executive Officer and consistently with past practice. (c) As soon as practical, and in any event no later than ninety (90) days, following the end of each fiscal year of the Company, the Compensation Committee or the Board, in consultation with the Executive, Board shall determine, reasonably and in good faith, the extent to which the applicable performance levels for such fiscal year shall have been achieved and, accordingly, shall cause the appropriate amount of incentive cash compensation to be paid to the Executive forthwith. If To the extent that unforeseen developments occur that arise and make the performance areas and/or targets and performance levels previously determined unachievable, infeasible, or inadvisable -- agreed upon unachievable and therefore inappropriate as a measure of the performance of the Executive -- Executive, the Compensation Committee or the Board shall consider in good faith the extent whether a cash bonus should nevertheless be paid to which the actual performance of the Executive nevertheless warrants payment of for the amounts that would have been payable if the targets had been achieved; and, to such extent, payment shall be made to the Executiveapplicable fiscal year. (d) Except as otherwise provided herein or in a future Absent separate agreement between the Executive and the Company, for any fiscal year that begins before, but ends after, after the end of the Employment Period, a pro-rated annual bonus shall be payable to the Executive based on the portion of such fiscal year that shall have elapsed to the end of the Employment Period, the methodology referred to above, and the reasonable, good faith determination of the Compensation Committee or the Board of the extent to which reasonably proportionate progress toward achievement of the applicable performance targets levels was made from the beginning of such fiscal year to the date the Employment Period ended, provided, however, that under no circumstances shall the Executive be entitled to receive duplicative incentive cash compensation payments under the terms of this Agreement.