2
CEO an
annual target
bonus based
on a
percentage of
his annual
base salary
as may
be earned by
him under
the Company’s non
-equity incentive bonus
plan (the “Incentive Bonus”).
The bonus shall be
due and payable on or
before March 31 of
each contract year of
this Agreement commencing with
the bonus
corresponding to
calendar year
2019 due
and payable
on or before
March 31, 2020.
2.
Section 5.2(b)
of the
Employment Agreement
is hereby
amended in
its
entirety to read as follows:
The Compensation Committee shall
consider in each contract
year of this
Agreement granting
the President
and CEO
additional incentive
compensation under
the Company’s
equity-based compensation
plan, as
approved by the Compensation
Committee, up to an
annual amount equal to
a percentage, to
be determined by
the Compensation Committee
from time to
time, of his
annual base salary.
The incentive compensation
grants to the
President and CEO
shall be made
on or before
March 31 of
each contract
year of this
Agreement commencing with
the year 2017.
As long as
he is in
compliance with the
requirements of the
Company’s Stock
Ownership Policy,
with respect to
any incentive compensation
award granted to
him by
the
Compensation Committee, the
President and CEO
shall have
the option
of
electing to receive the award in deferred cash equivalents.
3.
The Employment Agreement, as amended
by this Amendment, constitutes the
entire agreement and understanding
between the parties
hereto with respect
to
the subject
matter thereof
and hereof
and, as
of the
Effective Date,
supersedes
all prior agreements
and understandings,
whether written
or oral, relating
to
such subject
matter.
This Amendment
to the
Employment Agreement shall
be
effective as of
the Effective Date subject
to the approval
and ratification
of this
Amendment by
the Board
of Directors
of the Company.
For the
avoidance
of doubt,
nothing in
the Employment
Agreement or
this Amendment
limits, expands
or otherwise
amends the
terms of
the Change
in Control
Compensation Agreement.