Partial Year Participation. Unless otherwise determined by the Committee or the CEO (with respect to individuals who are not [Section 16] Officers) # if a Participant begins employment or is promoted to an eligible position after the beginning of a Plan Year but before October 1 of such Plan Year, such Participant will be eligible to receive an Annual Incentive Award for such Plan Year, which will be prorated based on the number of days such person participated in the Plan during the Plan Year; and # if a Participant begins employment or is promoted to an eligible position after October 1 of a Plan Year, the Participant will not be eligible to receive an Annual Incentive Award for such Plan Year. If a Participant takes a leave of absence during the Plan Year for any reason, the Committee or the CEO (with respect to individuals who are not [Section 16] Officers) in their discretion, may determine whether such employee may participate in this Plan and the terms of such participation, if any.

Year-End Financials. As soon as available and in any event within 110 days after the end of each fiscal year of the Borrower, consolidated balance sheets and the related statements of income and cash flows of the Borrower and its Subsidiaries as of the close of such fiscal year (which requirement shall be deemed satisfied by the delivery of the Borrower’s Annual Report on Form 10-K (or any successor form) for such year), all audited by KPMG LLP or other independent public accountants of recognized national standing, certified without any material qualification or exception as to the scope of such audit or any “going concern” or like qualification by such accountants, and accompanied by an opinion of such accountants to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

Company’s Fiscal Year. “Company’s Fiscal Year” means the period commencing on the Sunday that immediately follows the Saturday that is nearest to the last day in January through the Saturday that is nearest to the last day in January in the following year.

Year of Service. A “Year of Service” means each 12-consecutive month period an individual is an Employee after the date the individual is first eligible to participate under this Plan or any other non-qualified deferred compensation plan maintained by a Participating Employer.

-Year Rule - General If the Participant dies before distributions begin and there is a designated Beneficiary, distribution to the designated Beneficiary is not required to begin by the date specified in Section 9.2(b)(2)(ii), but the Participant’s entire interest will be distributed to the designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. If the Participant’s surviving Spouse is the Participant’s sole designated Beneficiary and the surviving Spouse dies after the Participant but before distributions to either the Participant or the surviving Spouse begin, the rule in this [Section 9.2(b)(5)(i)] (“5-year rule”) will apply as if the surviving Spouse were the Participant and will apply to all distributions.

Borrowing Base. If, at any time, # the Revolver Usage on such date exceeds # the lesser of # the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent and # the Maximum Revolver Amount (as adjusted for any Reserves against the Maximum Revolver Amount implemented pursuant to [Section 2.1(c)]), then Borrowers shall promptly, but in any event, within one Business Day prepay the Obligations in accordance with [Section 2.4(f)] in an aggregate amount equal to the amount of such excess.

Base Salary. During the Employment Term, the Company shall pay to the Executive a salary of $675,000 per annum, payable consistent with the Company’s standard payroll practices then in effect (“Base Salary”). Such Base Salary shall be reviewed by the Compensation Committee of the Board (hereinafter the “Compensation Committee”) at least annually, with any changes taking into account, among other factors, Company and individual performance.

Base Salary. Commencing on the Effective Date, your initial base salary as President and CEO of the Company will be $1,250,000.

Base Salary. Executive shall be paid a base salary of Two Hundred Fifty Thousand Dollars ($250,000) per annum, with such increases thereafter as may be determined by Employer (the “Base Salary”).

Base Salary. You will receive an annual base salary of $1,500,000 ("Base Salary"), payable by the Company in accordance with its normal payroll practices.