1
Exhibit 10.3
AMENDMENT OF 1/16/96 EMPLOYMENT AGREEMENT
Dated: March 15, 1996
THIS AMENDMENT of the Employment Agreement of January 16, 1996, entered
into by and between X.X. XXXXXXX MANUFACTURING CO., INC., a New York corporation
with an office at Binghamton, New York (the "Company"), and XXXXXX X. XXXXXXX,
residing at 0 Xxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxx 00000 (the "Executive"), this
Amendment itself being entered into on the 15th day of March, 1996.
W I T N E S S E T H:
WHEREAS the Company and the Executive have heretofore entered into an
Employment Agreement dated January 16, 1996, under which the Executive has been
employed as the principal executive of the Company, upon the terms and
conditions therein more particularly set forth, and
WHEREAS Xxxx X. Xxxxx and Millbrook Management Company (Inc.) (the name of
which has subsequently been changed to Millbrook Capital Management, Inc.)
joined in the execution of the Employment Agreement pursuant to, and for the
purpose of signifying their consent to be bound by the terms of Article V,
Section 5.12 thereof, and
WHEREAS the Company and the Executive wish to provide, acknowledge and
confirm that the Executives basic compensation has been and will continue to be
the sum of $254,000.00 per annum, and
WHEREAS the Company's Board of Directors has duly approved a formal
revision of the Employment Agreement expressly to confirm such level of basic
compensation;
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Company and the Executive hereby mutually
acknowledge, confirm and agree as follows:
A. Effective January 16, 1996 the Executive's basic compensation for
services under the Employment Agreement has been and shall be the sum of
$254,000.00 per annum, payable weekly. Accordingly, the first sentence of
paragraph (a) of Section 1.3 (under Article I) of the Employment Agreement is
changed (effective retroactively January 16, 1996) to read the sum of "Two
Hundred Fifty-Four Thousand Dollars ($254,000.00) per annum" instead of "One
Hundred Twenty Thousand Dollars ($120,000.00) per annum".
B. All other terms and provisions of the Employment Agreement shall remain
the same, without revision, modification or change of any kind, to be fully
operative in accordance with their tenor and terminology (including, without
limitation, "Annex I" thereof, regarding computation of the Executive's bonus).
2
IN WITNESSETH WHEREOF, the parties hereto have duly executed this
Amendment or caused it to be executed on the date first above written, to be
effective as of January 16, 1996.
X. X. XXXXXXX MANUFACTURING CO, INC.,
the Company
/s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxx X Xxxxxxx, the Executive
The undersigned hereby join in the
execution of this Amendment for the
purpose of signifying their consent to
be bound by the terms of Section 5.12 of
the Employment Agreement (as modified by
this Amendment) (see also Article IV of
the Employment Agreement):
/s/ Xxxx X. Xxxxx
-------------------------------------
Xxxx X. Xxxxx. (Individually)
MILLBROOK CAPITAL MANAGEMENT, INC.*
By: /s/ Xxxx X. Xxxxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxxxx,
-------
* formerly Millbrook Management Company, Inc.
- 2 -
3
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement"), dated January 16, 1996, is by and
between X.X. XXXXXXX MANUFACTURING CO., INC. a New York corporation (the
"Company"), and XXXXXX X. XXXXXXX, residing at 0 Xxxxxx Xxxxx, Xxxxxxxxxx, Xxx
Xxxx 00000 (the "Executive").
W I T N E S S E T H:
WHEREAS the Executive possesses valuable skills and experience of a
special and personal nature and unique, personal and confidential knowledge
about the Company and its business and is currently serving as President of the
Company; and
WHEREAS the Company wishes to assure that the Executive will continue to
make his skills, knowledge and experience available to the Company; and
WHEREAS the Executive wishes to remain a principal executive employee of
the Company under the terms and conditions set forth herein;
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Company and the Executive hereby mutually
agree as follows:
ARTICLE I
1.1 Term. The Company shall employ the Executive and the Executive shall
hold office for the Company in Binghamton, New York, for a term (the "Term of
Employment") beginning on the date hereof and ending on the fifth (5th)
anniversary of the date hereof, and thereafter (if mutually agreed) until the
employment of the Executive is terminated pursuant to the provisions of Article
III of this Agreement; provided, however, that the provisions of Article II of
this Agreement shall survive the termination of the Agreement and shall continue
in full force and effect thereafter as provided in such Article II.
1.2 Duties.
(a) During the Term of Employment, the Executive shall continue to
perform the duties and responsibilities of the President of the Company, shall
serve as a Director of the Company and shall assume and perform such duties and
responsibilities as are necessary for the management of the Company, all subject
to the discretion and control of the Board of Directors of the Company (the
"Board").
(b) The Executive shall at all times during the Term of Employment
discharge all such duties and responsibilities conscientiously, in good faith
and to the best of his ability, giving to the Company the full benefit of his
knowledge, expertise, skill and judgment. The
4
Executive shall be employed on a full-time basis, but shall be responsible for
maintaining his own working schedule consistent therewith. Unless approved by
the Board of Directors, the Executive shall not render services of a business,
professional or commercial nature for compensation to or for other entities or
persons or engage or participate in other trades, businesses or occupations
during the Term of Employment; provided, however, that nothing herein shall
prohibit the Executive from devoting reasonable amounts of time to civic and
community activities or the management of personal matters (such as passive
investments in stocks, bonds and real estate), so long as the foregoing do not
unduly interfere with the performance of his duties hereunder.
1.3 Compensation; Expenses; Benefits.
(a) As compensation for the services of the Executive hereunder,
commencing on the date hereof, the Company shall pay to the Executive the sum of
One Hundred Twenty Thousand Dollars ($120,000.00) per annum, payable weekly. If,
however, the Company and the Executive hereafter (at any time or from time to
time) agree upon a deferred compensation or similar or related arrangement(s),
such compensation may be appropriately reduced by such amount(s) and under such
terms as may be called for by the arrangement(s). As additional compensation,
the Executive will be paid an annual performance bonus ("Bonus") in an amount to
be determined under the formula set forth in Annex I hereinafter. Should the
Executive's employment terminate prior to the end of a calculation year (i.e.,
prior to March 31st), the Bonus shall be determined in accordance with Annex I;
but, as therein provided, (i) the partial-period results will be appropriately
annualized and, accordingly, (ii) the amount payable shall be appropriately
pro-rated over the portion of the calculation year actually worked, in which
case (as also therein provided) the amount will be paid within one hundred
twenty (120) days after the termination of employment.
(b) The Company shall reimburse the Executive for reasonable travel,
entertainment and related expenses incurred in connection with the performance
of his duties hereunder, upon presentation of receipts, vouchers or other
evidence of such expenses reasonably acceptable to the Company.
(c) In addition, the Executive shall be entitled to those
perquisites he currently enjoys from the Company, which include:
(i) a personal term life insurance policy in the amount (death
benefit) of at least $50,000 (such policy to be assigned to the Executive,
without cost, upon termination of his employment);
(ii) full medical and dental insurance coverage for the
Executive and his family, at least consistent with his present coverage and
guaranteed for at least six (6) years from the date of this Agreement or for one
(1) year after termination of his employment, whichever is longer; provided,
however, that should an event covered by Article IV, Section 4.1 occur, any
- 2 -
5
new owner shall assume these obligations if the Executive continues his
employment beyond one year of such event;
(iii) participation in the Company's 401(k) plan;
(iv) full-time use of one (1) current model Company-owned or
leased automobile, including all insurance, fuel, maintenance, repair and
related costs, such automobile to be transferred to the Executive, as additional
compensation at the NADA wholesale value therefor, when the vehicle is five (5)
years old; and
(v) four (4) weeks of paid vacation during each contract year
(12-month period), commencing on the date hereof, during the Term of Employment,
such vacation to be taken at such times as the Board shall reasonably consider
convenient, it being understood that any vacation not taken by the Executive may
not be carried over into any subsequent year(s) and that the Executive shall not
be entitled to receive any payment in lieu of any such unused vacation.
ARTICLE II
NON-COMPETITION, CONFIDENTIALITY AND PROPRIETARY DEVELOPMENTS
2.1 Non-Competition. For a period commencing on the date hereof and ending
on the third (3rd) anniversary of the-date upon which the Executive's employment
with the Company is terminated, but in no event for less than five (5) years
from the date of this Agreement, the Executive shall not do any of the
following:
(a) invest (other than as a passive investor in securities of a
publicly-traded entity whose holding therein does not exceed 5% of all such
securities outstanding), engage in or be associated with as a director, officer,
agent, employee, partner, consultant, affiliate or otherwise, the ownership or
operation of any enterprise that is engaged in or will shortly engage in any
business activity (manufacturing, developing, selling or distributing flexible
power transmission shafting or any other material business engaged in by the
Company or any of its subsidiaries at the time of the Executive's termination)
which would directly compete with any of the Company's product lines or customer
base at the time of termination, in any geographic area where the business of
the Company is operating or its products are being sold at the time of the
Executive's termination;
(b) employ, solicit for employment or endeavor in any way to entice
away from employment by the Company or any of its affiliates, any person who is
(at the time of the Executive's termination) employed by the Company or any of
its affiliates;
(c) engage or solicit for engagement in any enterprise that is
engaged in the business of manufacturing, developing, selling or distributing
flexible power transmission shafting
- 3 -
6
which directly competes with the Company at the time of the Executive's
termination, or endeavor in any way to entice away from the engagement of the
Company or any of its affiliates, any customer, client, vendor or supplier of
the Company or any of its affiliates; provided, however, that (i) if the
prohibition contained in this Article II is more restrictive than permitted by
the applicable law in the jurisdiction in which enforcement is sought, such
prohibition shall be limited to the extent limited by law; and (ii) the
prohibition contained in this Article II shall not apply in the event that the
Company shall default in any payment obligation to the Executive under this
Agreement after a reasonable time to cure.
2.2 Confidentiality. The Executive recognizes and acknowledges that all
information pertaining to the affairs, business, operations, customers, clients,
vendors or suppliers of the Company or its affiliates, as such information may
exist from time to time, is confidential information and is a unique and
valuable asset of the Company or its affiliates. The Executive shall not at any
time divulge to any person, firm, association, corporation, partnership,
government agency or other entity information concerning such affairs, business,
operations, customers, clients, vendors or suppliers of the Company or any of
its affiliates (except such information as is required by law to be divulged to
a government agency or other third party), or make use of any such information
for his own purposes or for the benefit of any person, firm, association,
corporation, partnership, government agency or other entity (except for the
benefit of the Company or its affiliates).
2.3 Proprietary Developments. The Executive hereby assigns and/or will
assign to the Company, its successors, assigns or nominees, all of the
Executive's right, title and interest in, to and under discoveries, inventions
and improvements, whether patentable or not, which the Executive at any time
during the Term of Employment may make, conceive, acquire or suggest, either
alone or with others, relating to or in any reasonable way connected with the
Company or its business or activities. The Executive, further, will promptly
disclose to the Company such discoveries, inventions and improvements and,
without charge to the Company but at the Company's expense, will execute,
acknowledge and deliver all such documents or instruments (including
applications for, and renewals of, patents, copyrights, trademarks, trade names
or similar protections) as the Company may reasonably deem necessary or
desirable in order to obtain protection for such discoveries, inventions or
improvements in any and all countries and to vest title thereto in the Company,
its successors, assigns or nominees.
2.4 Survival of Provisions. Except as otherwise provided under 2.1(c)
above, the obligations of the Executive under this Article II shall survive the
termination of the Executive's employment and the termination of this Agreement.
ARTICLE III
TERMINATION OF EMPLOYMENT
3.1 Termination or Right to Terminate.
- 4 -
7
(a) Death. This Agreement shall terminate upon the Executive's
death.
(b) Disability. In the event that at least two-thirds (2/3) of the
members of the Board determine that, because of accidental or other disability
or physical or mental illness, the ability of the Executive to perform his
duties hereunder is substantially impaired, the Executive's duties and
obligations hereunder shall be suspended without loss of compensation or other
benefits for a period as determined by the Board. If, as a result of the
Executive's disability or illness, the Executive shall have missed 128 or more
consecutive working days in any 12-month period or 150 or more working days in
any 12-month period, this Agreement shall, upon notice to such effect from the
Board to the Executive, be terminated upon the date set forth in such notice.
(c) Breach of Agreement.
(i) In the event that the Executive breaches, or fails, to the
reasonable satisfaction of the Board, to comply in any material manner with, any
material provision of this Agreement (including, without limitation, Article II
hereof the Board shall, upon ten (10) business days prior written notice to the
Executive specifying the nature of the breach or failure to comply, have the
right to terminate the Executive's employment hereunder; provided, however, that
the Executive shall have the right to be heard before the Board prior to any
termination (unless the Executive shall fail to appear at two (2) consecutive
Board meetings for which notice is given in accordance with the Company's
By-Laws) and that if such breach or failure to comply may be cured, the
Executive's employment hereunder shall not be terminated if the Executive cures
such breach or failure to comply within thirty (30) days after such hearing.
(ii) The Executive's employment hereunder may be terminated
for cause upon action by the Board and written notice to the Executive. As used
herein, "cause" means the occurrence of any one or more of the following events:
(1) the conviction of the Executive for commission of a felony; (2) manifest
dishonesty, fraud, embezzlement or misappropriation by the Executive relating to
the Company or any of its funds, properties, opportunities or other assets; (3)
gross neglect or misconduct by the Executive in the performance of his duties;
and (4) the Executive's unexcused absence from work, not caused by physical or
mental disability or illness, for a period of more than thirty (30) consecutive
days or for a total period of more than fifty (50) days in any 12-month period.
(d) Voluntary Termination. This Agreement shall terminate upon the
voluntary written resignation, by the Executive, from his employment with the
Company.
3.2 Executive's Rights Upon Termination.
(a) Subject to the next sentence of this 3.2(a) and also to the
provisions of 3.2(b), upon termination of the Executive's employment pursuant to
3.1(a) [death] or 3.1(b) [disability], the Company shall have no further
obligation to the Executive under this Agreement except to distribute to the
Executive or to the Executive's estate or designated beneficiary the
- 5 -
8
Executive 's appropriately pro-rated salary and Bonus, if any, due pursuant to
Section 1.3 hereof. If the Executive's employment is terminated pursuant to
3.1(b) hereof (disability), the Company shall pay the Executive, in respect of
the first six (6) months following termination, the shortfall (if any) between
(i) the amount in respect of such six (6) months the Executive is entitled to
receive under any long-term disability insurance policy in favor of the
Executive which may be maintained by and at the cost and expense of the Company
and (ii) the total of what the Executive would have been paid as salary and
Bonus by the Company in respect of such six (6) month period if the Executive's
employment had not been so terminated.
(b) If the Executive shall be terminated for any reason whatsoever
(including death, disability, breach, cause or any other reason covered under
Section 3.1 hereof) during the Term of Employment under this Agreement, he shall
be entitled to compensation of One Hundred Twenty-Five Thousand Dollars
($125,000) per year for the period subsequent to termination and up to March 31,
1997. However, in the case of termination on account of the Executive's
disability, such "remaining period" will not start until six (6) months after
such termination.
ARTICLE IV
SALE OF THE COMPANY
4.1 Successor Obligation. In the event that W a controlling interest in
the Company is sold by the Purchaser (as that term is defined in the Stock
Purchase Agreement among the Executive, Whitehall-Dyson Partners, L.P. and the
Company, dated the date hereof and in the execution of which Xxxx X. Xxxxx and
Millbrook Management Company joined) to any person other than an affiliate or
(ii) substantially all of the assets of the Company are sold to any third party,
then:
(a) As a condition to such sale, the purchaser of such controlling
interest or assets (the "Successor") must become bound by the terms of this
Agreement; or
(b) The Company and the Guarantors shall continue to be bound to
make payments to the Executive in accordance with the provisions of this
Agreement if the Successor does not do so; provided, however, that if the
Executive continues to be employed by the Successor for one (1) year following
the date of such sale, neither the Company nor the Guarantors shall have any
further obligations to the Executive under this Agreement, except those accrued
and unpaid at the date of sale.
4.2 Affiliate. For purposes of this Agreement, the term "affiliate" means
any corporation or other business entity which is controlled by, controls or is
under common control with the Company, including Millbrook Management Company
(and any subsidiary or affiliate of that firm) and Whitehall-Dyson Partners,
L.P. (and any affiliate of that firm).
ARTICLE V
- 6 -
9
MISCELLANEOUS
5.1 Entire Agreement, Modification and Waiver. This Agreement constitutes
the entire agreement of the parties hereto respecting the subject matter hereof
and supersedes all prior agreements, understandings, arrangements, negotiations
and discussions, whether oral or written, of the parties (including, without
limitation, the April 1, 1992 "Employment Agreement" (as amended) between the
Company and the Executive (which said prior agreement is hereby expressly
terminated and rendered of no further operative force or effect whatsoever); and
there are no warranties, representations or other agreements, express or
implied, made by either party to the other party in connection with the subject
matter hereof. No supplement, modification, waiver or termination of this
Agreement shall be binding unless executed in writing by the party to be bound
thereby. No waiver of any of the provisions of this Agreement shall be deemed to
be, or shall constitute, a waiver of any other provision hereof, nor shall any
such waiver constitute a continuing waiver.
5.2 Notices. Any and all notices, demands, requests or other
communications required or permitted hereunder to be served on, given to or
delivered to either party to this Agreement shall be in writing and shall be
deemed to have been duly given when delivered in person or when dispatched by
telegram, electronic facsimile transfer (confirmed in writing by regular mail
simultaneously dispatched) or sent by certified or registered mail, return
receipt requested, to the party at its or his address set forth below:
(a) In the case of the Company:
X.X. Xxxxxxx Manufacturing Co., Inc.
X.X. Xxx 000
Xxxxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxx
(b) In the case of the Executive:
Xxxxxx X. Xxxxxxx
0 Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
with a copy to:
Xxxxx X. Xxxxxxx, Esq.
Xxxxxx, Xxxxxx & Kattell, LLP
700 Security Mutual Building
00 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
- 7 -
10
5.3 Benefit; Assignment. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and upon each of their respective heirs,
executors, administrators, conservators, personal representatives, successors
and assigns; provided, that none of the rights, obligations or liabilities of
the Executive hereunder shall be assignable without the prior written consent of
the Company.
5.4 Governing Law. This Agreement and the legal relations between the
parties hereto shall be governed by and construed in accordance with the
substantive laws of the State of New York, without giving effect to the
principles of conflicts of law thereof.
5.5 Severability. Each section and subsection (and further division) of
this Agreement constitutes a separate and distinct provision hereof. It is the
intent of the parties hereto that the provisions of this Agreement shall be
enforced to the fullest extent permissible under the laws and public policies
applicable in each Jurisdiction in which enforcement is sought. Accordingly, if
any provision of this Agreement shall be adjudicated to be invalid, ineffective
or unenforceable, the remaining provisions shall not be affected thereby. The
invalid, ineffective or unenforceable provision shall, without further action by
the parties, be automatically amended to effect the original purpose and intent
thereof; provided however, that such amendment shall apply only with respect to
the operation of such provision in the particular jurisdiction with respect to
which such adjudication is made.
5.6 Headings. The headings of the Articles and sections (or other
divisions) of this Agreement have been inserted solely for convenience in
reference and shall in no way restrict or modify any of the terms or provisions
hereof.
5.7 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Agreement.
5.8 Currency. Unless stipulated otherwise herein, all references in this
Agreement to "dollars", "money", "payments" or other similar financial or
monetary terms are references to currency of the United States of America.
5.9 Gender and Number. The masculine, feminine or neuter gender and the
singular or plural number shall be deemed to include the other(s) whenever the
context so requires.
5.10 Third Parties. Nothing express or implied in this Agreement is
intended, or shall be construed, to confer upon or give any person or entity
other than the Company and the Executive any rights or remedies under, or by
reason of, this Agreement.
5.11 Equitable Relief. Each of the parties to this Agreement hereby
acknowledges that the Company will have no adequate remedy at law if the
Executive fails to perform any of his obligations under Article II of this
Agreement. In the event of a breach, or a threatened or
- 8 -
11
attempted breach, of any provision of Article II of this Agreement by the
Executive, the Company shall, in addition to all other remedies, be entitled to
a temporary or permanent injunction against such breach without the necessity of
showing any actual monetary damages.
5.12 Guarantees. Money payments due the Executive hereunder shall be
jointly and severally guaranteed by Xxxx X. Xxxxx, individually (personally),,
and by Millbrook Management Company, unless such obligation shall have expired
under the provisions of Article IV.
5.13 Arbitration. Except as otherwise provided in Section 5.11, any
dispute or controversy arising under this Agreement, including (without
limitation) those with respect to the Bonus set forth in Annex I, shall be
promptly determined and settled by arbitration under the rules of the American
Arbitration Association, before a panel of three (3) adult arbitrators, one to
be selected by the Chairman of the Board, one by the Executive and one by the
first two such arbitrators thus appointed. The dispute shall be heard by the
panel, which shall promptly consider the matter and render its written decision
by majority vote. Such decision shall be binding and conclusive upon both
parties and shall not be appealable; and any award based upon such decision may
be entered by either party in any court of competent jurisdiction. All expenses
shall be paid by the non-prevailing party, either fully or as may be otherwise
specified in and by the panel's decision, except that the legal, witness and
other like expenses of each party shall be borne and paid for by such party.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
or caused it to be executed as of the date first above written.
X.X. XXXXXXX MANUFACTURING CO., INC.
By/s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxx (the "Executive")
The undersigned hereby join in the
execution of this Agreement pursuant to,
and for purpose of signifying their
consent to be bound by the terms of,
Article V, Section 5.12 hereof (see also
Article IV):
/s/ Xxxx X. Xxxxx
----------------------------------------
Xxxx X. Xxxxx (Individually)
MILLBROOK MANAGEMENT COMPANY
By :/s/ Xxxx X. Xxxxxxxxxx
----------------------------------------
- 9 -
12
ANNEX I
BONUS FORMULA
By June 30th of each calendar year, a calculation shall be made to
determine the amount, if any, and the payment of the Performance Bonus ("Bonus")
owed to the Executive for the periods as defined below.
Such Bonus shall be calculated by multiplying (i) the excess of the
Financial Statement Adjusted Earnings before Interest and Taxes ("ADJUSTED
EBIT") over a Target Earnings before Interest and Taxes ("Target") by (ii)
twelve and one-half percent (12.5%). The Target for the period from April 1,
1995 through March 31, 1996 will be $2,623,000.00; for April 1, 1996 through
March 31, 1997, $2,948,000.00; for April 1, 1997 through March 31, 1998,
$3,316,500.00; for April 1, 1998 through March 31, 1999, $3,731,063.00; and for
April 1, 1999 through March 31, 2000, $4,197,446.00. In the case of any future
acquisition of a business generating additional EBIT, the Target for any such
period in which any such additional EBIT is duly included shall be appropriately
adjusted (increased) as may be mutually agreed upon, in writing, by the Company
and the Executive, taking into account and dependent upon the terms of the
acquisition.
EBIT shall be defined in accordance with Generally Accepted Accounting
Principles; and ADJUSTED EBIT shall be Financial Statement EBIT plus the sum of
(i) the full salary of the Executive, (ii) with respect to any year(s)
subsequent to March 31, 1995, the full compensation paid to Xxxxxxx X. Xxxx,
(iii) the total fees to Millbrook Management Company and/or Whitehall-Dyson
Partners, L.P. and/or Xxxx X. Xxxxx, individually, and/or its, his or their
employees, affiliates and/or assigns or designees and (v) all licensing,
management and consulting fees paid to Stow Manufacturing Co. and/or any
member(s) of the Xxxxxxxxx family (for the indicated 12-month periods).
Should the Executive's employment terminate prior to the end-of a
calculation year (i - e., prior to March 31st), the Bonus shall be determined in
accordance with all of the foregoing provisions; but (A) the partial-period
results will be appropriately annualized and, accordingly, (B) the amount
payable shall be appropriately pro-rated over the portion of the calculation
year actually worked.
Any Bonus hereunder shall be paid (whether for a partial or full year) in
cash within one hundred twenty (120) days after the end of the calculation year
or, in the case of a termination prior to the end of a calculation year, within
one hundred twenty (120) days after such termination.
- 11 -
