Supplemental Compensation - Restructuring. To the extent that the Company pursues a Restructuring, the Company shall pay to the Executive an amount equal to the difference between (a) the Retention Payment set forth on the signature page of this Supplemental Compensation Agreement minus (b) the bonus, if any, which the Executive receives under the Bonus Program with respect to the Fiscal Year. The Company shall pay such amount to the Executive on the earlier of (a) the termination by the Company of the employment of such Executive and (b) April 15, 2002. The Company shall not be obligated to pay such amount to the Executive if the Executive terminates his employment by the Company prior to the date on which such amount would otherwise be required to be paid. The Company shall also not be required to pay such amount to the Executive if the Company terminates the employment of the Executive for Cause (as defined in the Severance Agreement) prior to the date on which the amount would otherwise be required to be paid. To the extent that the Company pursues a Restructuring and to the extent that the Company successfully closes a Restructuring, the Company shall pay to the Executive the Success Incentive set forth on the signature page of this Supplemental Compensation Agreement, subject to reduction as provided in this Section 2, no later than 120 calendar days after the date on which the Company successfully closes the Restructuring. To the extent that the employment of the Executive is terminated in connection with the Restructuring, the Success Payment shall be reduced by the payments, if any, which the Executive receives under the Change in Control Agreement and the Severance Agreement. The determination whether the Company has successfully closed a Restructuring and the date on which such successful closing occurred shall be made by the Board of Directors; provided, however, to the extent that the Board of Directors has not previously determined that a Restructuring has been successfully closed, a Restructuring shall be conclusively deemed to have been successfully closed on the date on which the Company executes and delivers documentation which restructures the subordinated notes of the Company outstanding on the date of this Supplemental Compensation Agreement.
