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This excerpt taken from the TRLG 8-K filed Sep 17, 2008. Annual Bonus”) in accordance with the terms of
that plan. If the Executive Cash Incentive Bonus Plan is not adopted by the shareholders of TRA, then TRA will make comparable arrangements to provide for the payment of an Annual Bonus, subject to the satisfaction of the applicable performance goals. By prior action of the Compensation Committee, the Compensation Committee has previously established performance goals and corresponding bonus amounts for 2008. The amount of Annual Bonus and target performance goals for future years
during the Term shall be determined by the Compensation Committee (subject to the last sentence of Section 2(b)(iii). Prior to commencing deliberations with respect to such matters, the Compensation Committee will consult with Executive. The Annual Cash Bonus shall be paid no later than March 15 of the fiscal year following the fiscal year for which the Annual Bonus is to be paid, e.g. for 2008, the Annual Bonus shall be paid on or before March 15, 2009.”
5. Section 2(b)(iii) of the Agreement is hereby amended to include the following: "By prior action of the Compensation Committee, Executive has been awarded for 2008 restricted shares of Common Stock pursuant to TRA’s 2005 Stock Incentive Plan. Executive shall be eligible, for each subsequent fiscal year of TRA ending during the Term, to be granted awards under TRA’s 2005 Stock Incentive Plan or other equity compensation plans then in existence. The amount of such future awards, the target performance goals and the vesting terms of such awards will be determined by the Compensation Committee. Prior to commencing deliberations with respect to such matters, the Compensation Committee will consult with Executive. Notwithstanding anything else contained in this Agreement, so long as the performance goals established by the Compensation Committee in such subsequent years is at
least equal to or greater than the performance goals established by the Compensation Committee for 2008, the dollar value of the Annual Bonus and Annual Stock Awards (with the dollar value computed in the same manner as reported in TRA’s annual proxy statement) which Executive is entitled to receive if TRA achieves such mid-point performance goals will not decrease from the amount he is eligible to receive in 2008. If the Compensation Committee has established more than one performance goal for a particular year (e.g. a minimum goal, a target goal and a maximum goal, the mid point (or target)) established for a particular year will be used to apply the terms of the immediately preceding sentence. 6. Section 2(b)(iv) of the Agreement is hereby amended by adding the following sentence thereto: “As used herein, ‘senior executives’ means the Named Executive Officers of TRA; as such term is defined in TRA’s proxy for their annual meeting of stockholders.” 7. Section 2(b)(viii) of the Agreement is hereby amended by adding the following phrase at the end of such section: “but in no event shall Executive receive less than six (6) weeks paid vacation per year.” 8. Section 2(b) (x) of the Agreement is hereby amended by increasing the amount of the automobile allowance from $2,000 per month to $2,500 per month.
“Cause. TRA may, after a hearing before the Board as indicated in Section 3(b) (v) below, terminate Executive’s employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, “Cause” shall mean the occurrence of any one or more of the following events:" 10. Section 3(b)(i) of the Agreement is hereby amended to replace the words “ten (10)” with the words “fifteen (15)”. Section 3(b)(i) shall also contain the following language: “Executive’s employment may be terminated for Cause pursuant to Section 3(b)(i) |
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