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

Base Salary; Bonus; Benefits. (a) During the Employment Period, you will be entitled to a minimum annual base salary (the "Base Salary") of $235,000, payable by Interstate in such installments (but not less often than bi-weekly) as is generally the policy of the Companies with respect to the payment of regular compensation to its executive officers. The Base Salary may be increased from time to time in the sole discretion of Holdings' Board. During the Employment Period, you will also be entitled to the benefits set forth in Part I on Schedule 4(a) attached ------ ------------- hereto, which include four weeks vacation per year and such other benefits as may from time to time be made available to other executive officers of the Companies generally, including, without limitation, (i) participation in such health, life and disability insurance programs and retirement or savings plans as the Companies may from time to time maintain in effect (provided, however, -------- ------- that, during the period ending on the first anniversary of the date hereof (or April 1, 1999, in the case of group health plans), the Companies will not amend or modify, in any manner that would have a materially adverse effect on the benefits made available thereunder, any of the employee benefit plans and programs set forth in Part II on Schedule 4(a) attached hereto that are ------- ------------- maintained by ICI and ICSI required to be maintained by Section 7.6 of the Purchase Agreement; provided further, however, that you may elect to not be -------- ------- ------- covered by the Companies benefit plans by so notifying the Companies, and the Companies shall pay you an amount equal to the benefits cost savings realized by the Company, as reasonably determined by the Companies and you in consultation with the Companies' benefits consultants), (ii) participation in such stock option plans of Holdings as may be adopted from time to time for the executive officers of the Companies on terms determined by the Board of Holdings and (iii) during the Employment Period and for a period of six years thereafter, with respect to your position as a director or officer (as the case may be), directors' and officers' liability insurance. Part III of Schedule 4(a) attached hereto sets forth the benefits made available on the date hereof to the other executive officers of Holdings and its subsidiaries generally.

Base Salary; Bonus; Benefits. (a) During the Employment Period, you will be entitled to a minimum annual base salary (the "Base Salary") of $235,000, 220,000 payable by Interstate in such installments (but not less often than bi-weekly) as is generally the policy of the Companies with respect to the payment of regular compensation to its executive officers. The Base Salary may be increased from time to time in the sole discretion of Holdings' Board. During the Employment Period, you will also be entitled to the benefits set forth in Part I on Schedule 4(a) attached ------ ------------- hereto, which include four weeks vacation per year and such other benefits as may from time to time be made available to other executive officers of the Companies generally, including, without limitation, (i) participation in such health, life and disability insurance programs and retirement or savings plans as the Companies may from time to time maintain in effect (provided, however, -------- ------- that, during the period ending on the first anniversary of the date hereof (or April 1, 1999, in the case of group health plans), the Companies will not amend or modify, in any manner that would have a materially adverse effect on the benefits made available thereunder, any of the employee benefit plans and programs required to be maintained by Section 7.6 of the Purchase Agreement set forth in Part II on Schedule 4(a) attached hereto that are ------- ------------- maintained by ICI and ICSI required to be maintained by Section 7.6 of the Purchase Agreement------- ------------- ICSI; provided further, further however, that you may elect to not be covered by the -------- ------- ------- covered by the Companies Companies' benefit plans by so notifying the Companies, and the Companies shall pay you an amount equal to the benefits cost savings realized by the Company, as reasonably determined by the Companies and you in consultation with the Companies' benefits consultants), (ii) participation in such stock option plans of Holdings as may be adopted from time to time for the executive officers of the Companies on terms determined by the Board of Holdings and (iii) during the Employment Period and for a period of six years thereafter, with respect to your position as a director or officer (as the case may be), directors' and officers' liability insurance. Part III of Schedule 4(a) attached hereto sets forth the benefits made available on the date hereof to the other executive officers of Holdings and its subsidiaries generally.