Employee Bonus Plan Agreement

EMPLOYMENT AGREEMENT
(Incentive Compensation and Stock Bonus)

This Agreement is between (the "Company") and (the "Employee"). It is entered into on .

The Company desires to employ Employee and Employee is willing to serve in the employ of the Company, on the terms and conditions provided in this Agreement.

The Company recognizes the importance of the substantial experience and qualifications of the Employee in performing duties and responsibilities for the Company, and the Company considers it essential to the best interests of the Company to take appropriate steps to assure that the Company will continue to have available the Employee's services.

In consideration of the mutual covenants contained in this Agreement, Company and Employee agree as follows:

ARTICLE 1

Definitions

All defined words and phrases shall have the meanings described below unless in the context some other meaning is clearly intended.

1.1 "Affiliate" means, with respect to any entity, another entity that controls, is controlled by, or is under common control with the first entity. For purposes of this definition of Affiliate, the term control and its derivatives mean, with respect to any entity, the direct or indirect ownership of equity interests representing both of each class of equity interests of the entity and the power to elect of the Board of Directors or other governing body of the entity.

1.2 "Agreement" means this employment agreement entered into between the Company and the Employee.

1.3 "Board" means the Board of Directors of the Company.

1.4 "Cash Incentive Compensation" means that compensation described in Section 6.2.

1.5 "Compensation Committee" means the Compensation Committee of the Company.

1.6 "Conflict of Interest" means a condition where the loyalty of the Employee to the Company is potentially compromised by another interest such as an investment or other relationship that could reasonably promote the Employee to take or refrain from taking an action not in the best interest of the Company.

1.7 Disability means the Employee's incapacity resulting from injury or illness, whether mental or physical, which prevents the Employee's from performing normal duties under this Agreement. The presence or absence of the condition is to be determined by an independent physician selected by mutual agreement of the Company and the Employee.

1.8 "Effective Date" means the date of this Agreement.

1.9 "Employee" means .

1.10 "Just Cause" means the (a) conviction of the Employee of a felony involving moral turpitude, (b) gross negligence or willful misconduct of the Employee which causes a substantial monetary injury to the Company or any of its Affiliates, (c) willful and continued failure by the Employee to substantially perform material stated duties of his position with the Company or any of its Affiliates after he has been given written notice of his failure and has been given a reasonable period to cure by taking such reasonable corrective action, or (d) the Employee having participated in a Conflict of Interest that has resulted in a substantial detriment to the Company that has not been remedied or the Employee continues to participate in a Conflict of Interest after written notice of the Conflict of Interest has been delivered to the Employee.

1.11 "Minimum Annual Salary" means that compensation described in Section 6.1.

1.12 "Non-Qualified Stock Options" means any options to acquire stock of the Company or the Parent granted to the Employee which do not qualify as incentive stock options under the Internal Revenue Code of , as amended, including any successor statute.

1.13 "Parent" means Corporation.

1.14 "Restricted Stock Bonuses" means the grants of restricted stock described in Section 6.3.

1.15 "Retirement" means the termination of the Employee's employment with the Company and all of its Affiliates as a result of reaching a retirement age (not less than years of age) established by the Board for retirement.

1.16 "Termination With Cause" means, as it pertains to a termination by the Employee, a termination by the Employee because of: (i) the failure by the Company to maintain the Employee as an employee of the Company; (ii) a material change of the Employee's function, duties or responsibilities which change would cause the Employee's position to become of materially less dignity, responsibility, importance or scope than the Employee's position with the Company immediately after the Effective Date; or, (iii) the Company's continued breach of this Agreement after the Employee has given the Company written notice of the breach and a period of () days to cure the breach.

1.17 "Termination Without Cause" means, as it pertains to a termination by the Employee, a termination by the Employee for any reason other than a Termination With Cause, or Death, Disability, or Retirement. Termination Without Cause means, as it pertains to a termination by the Company, a termination by the Company for any reason other than Just Cause, Death, Disability, or Retirement.

ARTICLE II

Employment

The Company employs the Employee and the Employee accepts employment with the Company upon the terms and conditions set forth in this Agreement.

ARTICLE III

Term of Agreement

This Agreement becomes effective as of the Effective Date. The initial term of this Agreement is for a period from the Effective Date until the anniversary of the Effective Date.

ARTICLE IV

Duties

The Employee is employed, and during the term of this Agreement shall be employed, as of the Company reporting to the of the Company. The Employee agrees to perform all of the duties normally incident to the office for as long as shall hold that position and to perform all other duties and responsibilities as may be prescribed by the of the Company from time to time.

ARTICLE V

Extent of Service

The Employee is employed on a full time basis. During the period of employment, except for illness, reasonable vacation periods, and reasonable leaves of absence, the Employee shall devote all of business time, attention, skill and efforts to the faithful performance of duties under this Agreement.

ARTICLE VI

Compensation

For services rendered by the Employee under this Agreement the Company agrees to pay and provide to the Employee compensation and benefits, which compensation and benefits (i) initially shall be as set forth in this Article VI and, (ii) shall not at any time during the term of this Agreement be less than as set forth in this Article VI.

6.1 Minimum Annual Salary. During each calendar year the Company shall pay the Employee base compensation in equal semi-monthly installments based upon the Minimum Annual Salary for the Employee of $.

6.2 Cash Incentive Compensation. Subject to proration as set forth below for calendar year , for each calendar year during the term of this Agreement the Employee shall be entitled to earn an annual cash bonus of up to of the Employee's Minimum Annual Salary for such year upon attaining goals established yearly by the Compensation Committee. The goals shall be established by the Compensation Committee, after consultation with the Chairman of the Parent, consistent with the Company's standards, and shall be established to produce a reasonable expectation in the sole judgment of the Compensation Committee that the Employee will receive a target bonus for each year equal to of the Employee's Minimum Annual Salary for such year. In recognition of the fact that the remainder of calendar year is a transition year for the Company and the Employee, the Employee's bonus for calendar year shall be the amount calculated under the following formula: (i) the Employee's Minimum Annual Salary for , multiplied by (iii) a fraction the numerator of which is the number of days remaining in after the Effective Date, and the denominator of which is 365.

6.3 Restricted Stock Bonuses. On the Effective Date, the Parent has awarded to the Employee a grant of shares of performance-based restricted stock of the Parent pursuant to the Parent's Stock Incentive Plan. Those shares shall be restricted so that no share may be transferred or alienated in any way (except through passage under will or by the laws of descent and distribution upon the Employee's death) until the shares are vested, at which time the restriction will lapse with respect to the vested shares. This award is conditioned upon execution by the Employee of a Restricted Stock Agreement in the form attached to this Agreement as Exhibit "A" which prescribes the vesting terms of the stock.

6.4 Long Term Incentive Awards. The Employee shall be entitled to participate in any other long term incentive award program as is approved in the future by the Compensation Committee.

6.5 Other Company Compensation Programs. The Employee shall be entitled to participate at an appropriate level in all other compensation programs adopted by the Company.

ARTICLE VII

Fringe Benefits

The Company shall provide the Employee with the following fringe benefits at a level commensurate with position with the Company and with peers in the Parent:

a. annual physical examinations;

b. reimbursement of dues and special assessments for membership in the clubs and/or associations as are mutually agreed by the Employee and the of the Company;

c. not less than weeks paid vacation yearly; and,

d. participation in health, dental, group life, disability, and all other plans and fringe benefits generally provided to Parent's employees in comparable positions and/or other Company personnel.

ARTICLE VIII

Working Facilities

The Company shall furnish Employee with a private office and a private secretary and all other assistance and accommodations as are suitable to the character of Employee's position with the Company and adequate for the performance of duties under this Agreement.

ARTICLE IX

Expenses

Employee is authorized to incur reasonable expenses for the promotion of the business of the Company including expenses for entertainment, travel, and other similar items. The Company shall pay or reimburse Employee for all reasonable items of expense incurred by Employee in performing obligations under this Agreement. Employee must, however, in each case provide the Company adequate substantiation of the expense that has been incurred by Employee prior to payment or reimbursement.

ARTICLE X

Termination of Employment

In the event of a termination of the Employee's employment under this Agreement the following provisions shall apply:

10.1 Termination Without Cause by Employee. Upon Termination Without Cause by Employee of employment with the Company, the Company shall pay Employee, within days, a cash sum equal to that portion of Minimum Annual Salary which has been earned but unpaid prior to the date of Employee's termination. All other items of compensation shall be payable only to the extent they are then vested or they are normally provided to an employee who voluntarily terminates.

10.2 Termination Without Cause by the Company. Upon Termination Without Cause by the Company of employment with the Company:

a. The company shall pay the Employee, within days, a cash sum equal to then Minimum Annual Salary plus the Cash Incentive Compensation that would have otherwise accrued to the Employee (calculated at the target level of of the Employee's Minimum Annual Salary immediately prior to termination) through the calendar year of termination; and,

b. Employee shall receive when due the benefits the Employee is entitled to under the terms of the Stock Incentive Plan.

The foregoing shall constitute all payments to which the Employee will be entitled.

10.3 Termination With Cause by the Employee. If there is a Termination With Cause by Employee, the Company shall pay and provide to Employee the same compensation and benefits described in Section 10.2 for Termination Without Cause by the Company shall constitute all payments to which the Employee will be entitled.

10.4 Termination for Just Cause by the Company. If Employee is terminated by the Company for Just Cause, the Company shall pay Employee, within days, a cash sum equal to that portion of then Minimum Annual Salary which has been earned but unpaid prior to the date of Employee's termination plus any other then vested benefits. No other item of compensation shall be due Employee unless it is specifically required by law or by other agreements with the Company.

10.5 Termination for Disability. If Employee is terminated for Disability, the Company shall pay Employee (a) then Minimum Annual Salary for from the date of his Disability, and (b) a cash sum equal to the Cash Incentive Compensation Employee has accrued prorated to the date of his Disability as if the goal set by the Compensation Committee is met. In addition, Employee shall be entitled to (i) receive any Long Term Incentive Award which vests within one year after the date of Disability, and (ii) receive pay for vested but unused vacation on the date of Disability.

10.6 Termination for Death. If Employee dies while in the employ of the Company, the Company shall pay and provide to Employee's estate the same compensation and benefits described in Section 10.5 for termination for Disability, assuming that became disabled on the date of death, except that the then Minimum Annual Salary shall be payable for months instead of one year.

ARTICLE XI

Post-Termination Obligations of Employee

All payments and benefits due Employee under this Agreement shall be subject to Employee's compliance with the following provisions:

11.1 Assistance in Litigation, Etc. During the period of employment and for years after Employee's termination of employment, Employee shall, upon reasonable notice, furnish all information and proper assistance including, without limitation, testimony, to the Company as may reasonably be required by the Company in connection with any litigation or other administrative or regulatory proceeding in which it or any of its subsidiaries or affiliates is, or may become, a party, or in connection with any filing or similar obligation of the Company imposed by any taxing, administrative, or regulatory authority having jurisdiction. The Company, however, shall be obligated to pay all of the reasonable expenses incurred by Employee in complying with these provisions.

11.2 Restrictive Covenant. Employee agrees that for a period of year(s) after the termination of this Agreement (the "Non-Competition Term), Employee will not, directly or indirectly, alone or as a member of a partnership, or as an officer, stockholder owning more than of the outstanding stock, corporate director, employee, consultant or representative of any company or entity, compete with the Company in any lines of business (as defined below) conducted by the Company within a -mile radius of any person, institution, association or other entity with which the Company has conducted business.

The parties agree that for purposes of this Section 11.2, "lines of business" shall mean:

The parties also understand and agree that, for purposes of this Agreement, any such lines of business shall be deemed to have been conducted with any person, institution, association or entity to which sales or purchases (or negotiations whether or not sales or purchases resulted) have been made, materials delivered or services performed, or to or from which advertising solicitation or other communications have been directed or received, during the years preceding the Non-Competition Term.

Employee further agrees that during the Non-Competition Term, the Employee will not, directly or indirectly, do anything which would divert from the Company any trade or business with any customer with whom Employee had any contact or association during the years next preceding the Non-Competition Term or with any party whose identity or potential as a customer was confidential or learned by the Employee while an employee, stockholder or officer of the Company. Employee shall not do anything that would in any way tend to compete with or harm the relationship enjoyed by the Company with any person or entity who or which has provided materials, supplies or services to the Company during the year period preceding the Non-Competition Term. Finally, Employee agrees that will not do anything which would tend to divert from the Company any person or entity who served as a representative or distributor for materials and services of or from the Company during the three-year period preceding the Non-Competition Term.

In the event that the length of time, type of activity, geographic area, or other restrictions set forth in this Agreement are deemed unreasonable in any court proceeding, the parties agree that the court may reduce such restriction to ones it deems reasonable to protect the Company's substantial investment in the lines of business conducted by it.

11.3 Confidential Information. Employee recognizes that as a key member of the staff of the Company, Employee will occupy a position of trust and confidence with respect to information of a secret or confidential nature which is or will become the property of the Company. Employee agrees that will not, at any time, for so long as any information shall remain confidential or otherwise remain wholly or partially protectible, either during or subsequent to the term of this Agreement use, divulge, furnish, or make accessible such information to anyone outside of the Company or its Affiliates.

11.4 No Solicitation of Company Employees. Employee shall not during the term of this Agreement or the Non-Competition Term, either directly or indirectly, induce or attempt to induce any person with whom Employee was acquainted while in the employ of the Company to leave the employment of the Company or any Affiliate of the Company without the consent of the Company.

ARTICLE XII

Reliance on General Credit of Company

All payments of Minimum Annual Salary and Cash Incentive Compensation, shall be paid in cash from the general funds of the Company, and no special or separate fund shall be established and no other segregation of assets shall be made to assure payment. Employee shall have no right, title, or interest in any investments that the Company may make to aid the Company in meeting its obligations for these payments.

ARTICLE XIII

Modification and Waiver

13.1 Amendment of Agreement. This Agreement may not be modified or amended except by an instrument in writing signed by the parties to this Agreement.

13.2 Waiver. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with waiver or estoppel. No written waiver shall be deemed a continuing waiver unless the continuing nature of the waiver is expressly stated therein. Each waiver shall operate only as to that specific term or condition; it will not be deemed a waiver of future conditions or as to any act other than that specifically waived.

ARTICLE XIV

Arbitration

Any controversy or claim arising out of or relating to this Agreement, or breach of it, shall be settled by arbitration in in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

ARTICLE XV

General Provisions

15.1 Federal Income Tax Withholding. The Company shall withhold from any benefits payable under this Agreement all federal, state, city, or other taxes as shall be required under any law or governmental regulation or ruling.

15.2 Successors; Enforceability. This Agreement shall inure to the benefit of and be enforceable by the Company's successors and by Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

15.3 Nonassignability. Except as provided in this Section 15.3, neither this Agreement or any right or interest granted in it shall be assignable by either the Company or Employee, or their successors or representatives, without the other's prior written consent. This Section shall not preclude Employee from designating a beneficiary to receive any benefit payable under this Agreement upon his death, or the executors, administrators, or other legal representatives of Employee or his estate from assigning any rights under this Agreement to the person or persons entitled to them.

15.4 No Attachment. Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, computation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or to execution, attachment, levy, or similar process or assignment by operation of law. Any attempt, voluntary or involuntary, to effect any such action shall be null, void, and of no effect.

15.5 Delivery of Notices. Any notice required to be given under this Agreement shall be in writing and shall be deemed to have been given and received upon the earlier of (i) receipt by the party to which the notice is sent and (ii) delivery of the notice to the address for notice for the party to which the notice is sent as set forth on the signature page to this Agreement or as changed pursuant to the terms hereof. Any address may be changed from time to time by serving notice to the other party as required in this Section.

15.6 Severability. If, for any reason, any provision of this Agreement is held invalid, that invalidity shall not affect any other provision of this Agreement not also held invalid, and each other provision shall to the full extent consistent with law continue in full force and effect.

15.7 Headings. The headings of Articles and Sections are included solely for convenience of reference. The descriptive heading shall not control the meaning, or interpretation of any of the provisions of this Agreement.

15.8 Governing Law. This Agreement has been executed and delivered in the State of , and its validity, interpretation, performance, and enforcement shall be governed by the laws of that State.

15.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute a single Agreement.

15.10 Entire Agreement. As of the Effective Date, this Agreement shall constitute the entire agreement of the parties with respect to the matters it covers, and shall supersede all prior written and oral agreements pertaining to the subject matter of this Agreement.

The parties have executed this Agreement on the Effective Date.

EXHIBIT "A"

Stock Incentive Plan

Restricted Stock Agreement

(For Employees)

Upon your execution of this Agreement ("Agreement"), with (the "Company") the Compensation Committee of the Board of Directors of the Company has awarded to you shares of Common Stock (the "Award"), effective (the "Award Date").

The shares which are the subject of this Award shall be fully paid and nonassessable, and shall be represented by a certificate registered in your name, stamped with an appropriate legend referring to the restrictions contained in this Agreement. The Company shall retain the certificate until the expiration of the restrictions with respect to any Award or any portion of it.

You shall have all the rights of stockholder with respect to the shares, including the right to vote the shares and to receive all dividends or other distributions paid or made with respect to the shares; provided that the shares themselves, any new or additional or different shares of stock of the Company which you may become entitled to receive with respect to the shares by virtue of any subdivision or combination or shares of Common Stock, a dividend payable in Common Stock, a reclassification of Common Stock, or any other changes in capital structure or shares of Common Stock, shall be subject to the restrictions of this Agreement, and in the Plan.

You agree to deliver to The Company a stock power endorsed in blank, relating to the shares covered by the Award.

You agree that all of the shares received by you pursuant to the Plan and this Agreement shall be subject to all of the restrictions, term, and conditions specified in this Agreement and that all of those restrictions, terms, and conditions of the Stock Incentive Plan are incorporated, by reference, into this Agreement. To the extent there may be any conflict between any term or provision of the Plan and any term or provision of this Agreement, the term or provision of the Plan shall control.

You agree that any shares received by you pursuant to the Plan shall not be sold, exchanged, assigned, transferred, discounted, pledged, or otherwise disposed of prior to the termination of the relevant restricted period and the restrictions, terms, and conditions as follows:

Performance Term: years ending .

Performance Definition: Annual operating income of the Company compared to the goals established on Exhibit "A-1" attached to this Agreement.

Performance Level: Shares will be earned at the end of each calendar year for , , , and at , in the following amounts respectively, , , , and if the goals set forth in Exhibit "A-1" for the respective period is exceeded by %. For each percentage point below % that the goal is exceeded but above % , % of the Award's shares will fail to be earned and will return to the Company. No shares will be earned if the goal is not exceeded by at least %. If, however, the goal is exceeded by more than %, then for each percentage point above %, % additional shares will be earned and awarded up to a maximum of % additional shares.

Those shares when earned will remain restricted, subject to continued employment, for additional years.

Termination of Employment: If termination of employment occurs while the shares are still restricted and that termination is a result of "Termination With Cause" by Employee or "Termination Without Case" by the Company as those terms are defined in that certain Employment Agreement between you and the Company dated , death, disability, normal retirement or, with the Company's approval, early retirement: (i) the number of restricted shares not yet earned will be reduced to the ratio that time worked during the earning period is to its year term; (ii) the reduced award will be carried to its year term; (iii) earned shares will carry no further restrictions; and, (iv) restrictions will be lifted on all earned restricted shares.

If you cease to be an officer or employee of the Company while remaining an employee of one of its subsidiaries or affiliates, you will be deemed not to have terminated employment with the Company until such time as you terminate your employment with the Company's subsidiaries or affiliates. If termination of employment occurs while the shares are still restricted and the termination is for any other reason, all restricted shares return to the Company.

Determination by Compensation Committee: All determinations of performance attainment and earned restricted shares shall be made by the Compensation Committee.

Merger, Consolidation, or Change-in-Control: As provided in the Plan, in the event of a merger, consolidation, or Change-in-Control of the Company, the restriction on transferability shall be automatically lifted and the certificate for the restricted shares shall be delivered as soon as practicable.

You agree that you will immediately notify the Company of any election you make under Section 83(b) of the Internal Revenue Code with respect to any issuance of restricted stock under this Plan.

You agree that the Company shall have the right to withhold from any transfer or payment under this Plan, or from any other payment then due you from the Company, all federal, state, city, or other taxes as shall be required pursuant to any statute or governmental regulation or ruling, and that you shall complete any documentation necessary to effect such withholding. You agree, if required by the Company in its discretion, to pay to the Company, in cash, any amount required to be withheld for any applicable employment or withholding taxes, and agree that the Company may condition delivery of vested, nonrestricted stock certificates upon receipt of such payment.

You agree that the terms and provisions of this Agreement shall be binding on, insure to the benefit of, yourself and your executors or administrators, heirs, and personal and legal representatives. If you so choose, you may designate a beneficiary for any portion of your Award as to which restrictions might terminate due to your death. This Agreement shall be construed and enforced in accordance with the laws of the State of .

You agree that this Agreement together with the Plan sets forth all of the promises, agreements, conditions, understandings, warranties, and representations between the parties with respect to the Award and that there are no promises, agreements, conditions, understandings, warranties, or representations, oral or written, express or implied, between the parties with respect to the Award, other than as set forth in the Plan and this Agreement.

You agree that this Agreement does not constitute a contract of employment, or any guarantee of employment, and that the Company's rights regarding continued employment of any employee remain unaffected by the grant of this Award, by the Plan or by the execution of this Agreement.

You represent that you will abide by all applicable federal securities laws in connection with any shares of the Company's Common Stock you may receive under the Plan.

You agree that in the event of invalidity of any part or provision of the Plan or this Agreement, such invalidity shall not affect the validity of any other part or provision of the Plan or this Agreement.

EXHIBIT "A-1"

Operating Income Goals

of

The Company