SIX FLAGS, INC.
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>si15971734-ex10_4.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.4

                              EMPLOYMENT AGREEMENT
                              --------------------

            This Employment Agreement (the "Agreement"), dated as of April 1,
2009, is entered into by and among Six Flags, Inc., a Delaware corporation
("SF"), Six Flags Operations Inc., a Delaware corporation, and Six Flags
Theme Parks Inc., a Delaware corporation (collectively, the "Company"), and
Mark Quenzel (the "Executive").

                              W I T N E S S E T H:
                              - - - - - - - - - -

            WHEREAS, Executive is currently employed by SF pursuant to that
certain Employment Agreement between Executive and SF dated as of January 17,
2006 (the "Existing Employment Agreement");

            WHEREAS, the Company and Executive desire to modify the terms and
conditions of Executive's continued employment by entering into this Agreement;
and

            WHEREAS, this Agreement shall supersede and replace the Existing
Employment Agreement (except with regard to outstanding equity awards granted in
accordance therewith).

            NOW, THEREFORE, in consideration of the mutual covenants set forth
in this Agreement, it is hereby agreed as follows:

            1. Term of Employment. The term of Executive's employment by the
Company pursuant to this Agreement shall commence on the date hereof (the
"Effective Date") and shall expire on the fourth anniversary of the Effective
Date (the "Term"), subject to earlier termination in accordance with Section 4
hereof.

            2. Position, Duties and Location. During the Term,

            (a) Position. Executive shall serve as the Executive Vice President,
Park Strategy and Management of the Company, with the duties and
responsibilities customarily assigned to such position and such other duties as
may reasonably be assigned to Executive from time to time by the Chief Executive
Officer of the Company (the "Chief Executive Officer") consistent with such
position. The Executive shall at all times report directly to the Chief
Executive Officer.

            (b) Duties. Executive shall devote substantially all his business
attention and time to the duties reasonably assigned to him by the Chief
Executive Officer consistent with Executive's position and shall use his
reasonable best efforts to carry out such duties faithfully and efficiently.

            (c) Location. Executive's principal place of employment shall be
located in New York, New York; provided that Executive will travel and render
services at such locations as may reasonably be required by his duties
hereunder.

            3. Compensation.

            (a) Base Salary. During the Term, Executive shall receive a base
salary (the "Base Salary") at an annual rate of $500,000. Base Salary shall be
paid at such times and in such installments as the Company customarily pays the
base salaries of its employees. The Base Salary may be increased, but not be
reduced, in the discretion of the Company, and the term "Base Salary" shall
thereafter refer to the Base Salary as so increased.

            (b) Annual Bonus. During the Term, Executive shall be paid an annual
cash bonus based on the attainment of performance targets in accordance with
Exhibit A hereto. The "Target Bonus" shall be $500,000. The annual bonus shall
be payable at such time as bonuses are paid to other senior executive officers
of the Company, but no later than 2 1/2 months following the end of each fiscal
year of the Company. For the avoidance of any doubt, the annual bonus earned by
Executive for fiscal year 2009 shall be calculated on results for the full
fiscal year and shall not be prorated on account of the Effective Date.

            (c) Success Fee. Upon the first to occur of: (i) the closing date of
SF's proposed Exchange Offer for its Senior Notes or (ii) the emergence of the
Company from a chapter 11 bankruptcy (the first to occur of (i) or (ii), a
"Triggering Event"), the Company shall pay Executive a lump sum cash payment of
$250,000 within ten (10) business days.

            (d) Equity Awards. Immediately following a Triggering Event, SF
shall issue Executive restricted shares of SF's common stock (the "Common
Stock") equal to 0.375% of the amount of outstanding shares of Common Stock on
such date (the "Restricted Stock") and options to purchase an additional 0.375%
of the outstanding shares of Common Stock on such date (the "Options"). For
purposes of the preceding sentence, the number of shares of Common Stock
outstanding on such date shall be determined immediately after the issuance of
(i) the Restricted Stock and Options and (ii) any other shares, options, shares
of restricted stock or warrants issuable in connection with the Triggering
Event. Subject to the provisions hereof, the Restricted Stock shall vest in four
equal annual installments commencing on the first anniversary of the Effective
Date, provided that Executive remains employed by the Company through each
applicable vesting date. Subject to the provisions hereof, the Options shall
vest and become exercisable on the fourth anniversary of the Effective Date,
provided that Executive remains employed by the Company on such vesting date.
The exercise price of the Options will be equal to the market price per share of
the Common Stock on the date of issuance.

            (e) Benefits. During the Term, the Company shall provide, and
Executive shall be entitled to participate in or receive benefits under any
pension plan, profit sharing plan, stock option plan, stock purchase plan or
arrangement, health and accident plan or any other employee benefit plan or
arrangement made available now or in the future to executives of the Company;
provided that Executive complies with the conditions attendant with coverage
under such plans or arrangements. Nothing contained herein shall be construed to
require the Company to establish any plan or arrangement not in existence on the
date hereof or to prevent the Company from modifying or terminating any plan or
arrangement in existence on the date hereof. Without limiting the generality of
the foregoing, Executive shall be entitled to no less than four weeks of paid
vacation per calendar year.

            (f) Perquisites; Expenses. During the Term, Executive shall be
entitled to (i) perquisites on the same basis as perquisites are generally
provided to executives of the Company and (ii) first class air travel. In
addition, the Company shall promptly pay or, if such expenses are paid directly
by Executive, Executive shall be entitled to receive prompt reimbursement, for
all reasonable expenses that Executive incurs during his employment with the
Company in carrying out Executive's duties under this Agreement, including,
without limitation, those incurred in connection with business related travel or
entertainment, upon presentation of expense statements and customary supporting
documentation.

            4. Termination of Employment.

            (a) Death; Disability; Termination For Cause. Executive's employment
shall terminate automatically upon his death or Disability (as defined below).
The Company may terminate Executive's employment for Cause (as defined below)
without prior notice. Upon a termination of Executive's employment (i) due to
Executive's death or Disability, or (ii) by the Company for Cause, Executive
(or, in the case of Executive's death, Executive's estate and/or beneficiaries)
shall be entitled to: (A) unpaid Base Salary through the date of the
termination; (B) any earned but unpaid bonus for the prior fiscal year of the
Company; and (C) any benefits due to Executive under any employee benefit plan
of the Company and any payments due to Executive under the terms of any Company
program, arrangement or agreement, excluding any severance program or policy
(collectively, the "Accrued Amounts"). Executive shall have no further right or
entitlement under this Agreement; provided, however, that in the event of a
termination of Executive's employment due to Executive's death or Disability,
all options and shares of restricted stock previously granted to Executive shall
fully vest.

            (b) Termination Without Cause or for Good Reason. The Company may
terminate Executive's employment without Cause and Executive may terminate his
employment for Good Reason (as defined below), in each case upon thirty (30)
days prior written notice. In the event that, during the Term, the Company
terminates Executive's employment without Cause or Executive terminates his
employment for Good Reason, Executive shall be entitled to the following in lieu
of any payments or benefits under any severance program or policy of the
Company, and subject to execution by Executive of a waiver and release of claims
in a form reasonably determined by the Company within ten (10) business days:

            (i) the Accrued Amounts;

            (ii) a lump sum cash severance payment, within ten (10) business
days, equal to the sum of (A) Executive's Base Salary for the balance of the
Term measured from the date of termination of employment pursuant to this
Section 4(b) to the expiration date of the Term, and (B) an amount equal to
Executive's annual bonus for the fiscal year immediately preceding such
termination;

            (iii) continued coverage for a period of twelve (12) months
commencing on the date of termination (A) for Executive (and his eligible
dependents, if any) under the Company's health plans on the same basis as such
coverage is made available to executives employed by the Company (including,
without limitation, co-pays, deductibles and other required payments and
limitations) and (B) under any Company life insurance plan in which Executive
was participating immediately prior to the date of termination; and

            (iv) full vesting of all options and shares of restricted stock
previously granted to Executive, with all outstanding options remaining
exercisable for their originally scheduled respective terms (other than any
incentive stock options granted to Executive prior to the date hereof that do
not provide for such continued exercisability in accordance with their terms).

            (c) Definitions. For purposes of this Agreement, the following
definitions shall apply:

            (i) "Board" shall mean the Board of Directors of SF.

            (ii) "Cause" shall mean: (A) Executive's willful and continuing
failure (except where due to physical or mental incapacity) to perform his
duties hereunder; (B) Executive's willful malfeasance or gross neglect in the
performance of his duties hereunder; (C) Executive's conviction of, or plea of
guilty or nolo contendere to, the commission of a felony or a misdemeanor
involving moral turpitude; (D) the commission by Executive of an act of fraud or
embezzlement against the Company or any affiliate; or (E) Executive's willful
breach of any material provision of this Agreement. For purposes of the
preceding sentence, no act or failure to act by Executive shall be considered
"willful" unless done or omitted to be done by Executive in bad faith and
without reasonable belief that Executive's action or omission was in the best
interests of the Company.

            (iii) "Disability" shall have the same meaning as in, and shall be
determined in a manner consistent with any determination under, the long-term
disability plan of the Company in which Executive participates from time to
time, or if Executive is not covered by such a plan, "Disability" shall mean
Executive's permanent physical or mental injury, illness or other condition that
prevents Executive from performing his duties to the Company, as reasonably
determined by the Board.

            (iv) "Good Reason" shall mean the occurrence, without Executive's
express written consent, of: (A) an adverse change in Executive's employment's
title; (B) a significant diminution in Executive's employment duties,
responsibilities or authority, or the assignment to Executive of duties that are
materially inconsistent with his position; (C) any reduction in Base Salary; (D)
a relocation of Executive's principal place of employment to a location outside
of the New York metropolitan area; or (E) any breach by the Company of any
material provision of this Agreement which in the case of this clause (E) only,
is not cured within fifteen (15) days after written notice is received from
Executive.

            5. Confidentiality of Trade Secrets and Business Information.
Executive agrees that Executive will not, at any time during Executive's
employment with the Company or thereafter, disclose or use any trade secret,
proprietary or confidential information of the Company or any subsidiary or
affiliate of the Company (collectively, "Confidential Information"), obtained
during the course of such employment, except for disclosures and uses required
in the course of such employment or with the written permission of the Company
or, as applicable, any subsidiary or affiliate of the Company or as may be
required by law; provided that, if Executive receives notice that any party will
seek to compel him by process of law to disclose any Confidential Information,
Executive shall promptly notify the Company and cooperate with the Company in
seeking a protective order against such disclosure.

            6. Return of Information. Executive agrees that at the time of any
termination of Executive's employment with the Company, whether at the instance
of Executive or the Company, and regardless of the reasons therefore, Executive
will deliver to the Company, and not keep or deliver to anyone else, any and all
notes, files, memoranda, papers and, in general, any and all physical (including
electronic) matter containing Confidential Information and other information
relating to the business of the Company or any subsidiary or affiliate of the
Company which are in Executive's possession, except as otherwise consented in
writing by the Company at the time of such termination. The foregoing shall not
prevent Executive from retaining copies of personal diaries, personal notes,
personal address books, personal calendars, and any other personal information
(including, without limitation, information relating to Executive's
compensation), but only to the extent such copies do not contain any
Confidential Information.

            7. Noncompetition. Section 7.01 In consideration for the
compensation payable to Executive under this Agreement, Executive agrees that
Executive will not, during Executive's employment with the Company and for a
period of one (1) year after any termination of employment, render services to a
Competitor of the Company or any affiliate, regardless of the nature thereof, or
engage in any activity which is in direct conflict with or adverse to the
interests of the Company or any affiliate. For purposes of this Agreement,
"Competitor" shall mean any business or enterprise in the theme park business.
Notwithstanding the foregoing, Executive's provision of services to an affiliate
or unit of a Competitor that is not directly engaged in the theme park business,
or service in an executive corporate capacity of an entity that has a theme park
division, such as The Walt Disney Company or General Electric, shall not be a
violation of the restrictions of this Section 7.

            8. Noninterference. During Executive's employment with the Company
and for a period of one (1) year following any termination, Executive agrees not
to directly or indirectly recruit, solicit or induce, any employees, consultants
or independent contractors of the Company, any entity in which the Company has
made a significant investment, or any entity to which Executive renders services
pursuant to the terms of this Agreement (each, a "Restricted Entity") to
terminate, alter or modify their employment or other relationship with the
Company or any Restricted Entity. During Executive's employment with the Company
and for a period of one (1) year following any termination thereof, Executive
agrees not to directly or indirectly solicit any customer or business partner of
the Company or any Restricted Entity to terminate, alter or modify its
relationship with the Company or the Restricted Entity or to interfere with the
Company's or any Restricted Entity's relationships with any of its customers or
business partners on behalf of any enterprise that directly or indirectly
competes with the Company or the Restricted Entity.

            9. Enforcement. Executive acknowledges and agrees that: (i) the
purpose of the covenants set forth in Sections 5 through 8 above (the
"Restrictive Covenants") is to protect the goodwill, trade secrets and other
confidential information of the Company; (ii) because of the nature of the
business in which the Company is engaged and because of the nature of the
Confidential Information to which Executive has access, it would be impractical
and excessively difficult to determine the actual damages of the Company in the
event Executive breached any such covenants; and (iii) remedies at law (such as
monetary damages) for any breach of Executive's obligations under the
Restrictive Covenants would be inadequate. Executive therefore agrees and
consents that if Executive commits any breach of a Restrictive Covenant, the
Company shall have the right (in addition to, and not in lieu of, any other
right or remedy that may be available to it) to temporary and permanent
injunctive relief from a court of competent jurisdiction, without posting any
bond or other security and without the necessity of proof of actual damage. If
any portion of the Restrictive Covenants is hereafter determined to be invalid
or unenforceable in any respect, such determination shall not affect the
remainder thereof, which shall be given the maximum effect possible and shall be
fully enforced, without regard to the invalid portions. In particular, without
limiting the generality of the foregoing, if the covenants set forth in Section
7 are found by a court or an arbitrator to be unreasonable, Executive and the
Company agree that the maximum period, scope or geographical area that is found
to be reasonable shall be substituted for the stated period, scope or area, and
that the court or arbitrator shall revise the restrictions contained herein to
cover the maximum period, scope and area permitted by law. If any of the
Restrictive Covenants are determined to be wholly or partially unenforceable in
any jurisdiction, such determination shall not be a bar to or in any way
diminish the Company's right to enforce any such covenant in any other
jurisdiction.

            10. Indemnification. The Company shall indemnify Executive against
any and all losses, liabilities, damages, expenses (including attorneys' fees)
judgments, fines and amounts paid in settlement incurred by Executive in
connection with any claim, action, suit or proceeding (whether civil, criminal,
administrative or investigative), including any action by or in the right of the
Company, by reason of any act or omission to act in connection with the
performance of his duties hereunder to the full extent that the Company is
permitted to indemnify a director, officer, employee or agent against the
foregoing under applicable law. The Company shall at all times cause Executive
to be included, in his capacity hereunder, under all liability insurance
coverage (or similar insurance coverage) maintained by the Company from time to
time.

            11. Executive's Representations. Executive acknowledges that before
signing this Agreement, Executive was given the opportunity to read it, evaluate
it and discuss it with Executive's personal advisors. Executive further
acknowledges that the Company has not provided Executive with any legal advice
regarding this Agreement.

            12. Notices. All notices and other communications required or
permitted hereunder shall be in writing and shall be deemed given when delivered
(i) personally, (ii) by facsimile with evidence of completed transmission, or
(iii) delivered by overnight courier to the party concerned at the address
indicated below or to such changed address as such party may subsequently give
such notice of:

                  If to the Company:

                  Six Flags, Inc.
                  1540 Broadway; 15th Floor
                  New York, New York 10036

                  Attention: James M. Coughlin, Esq.

                  Fax: (212) 354-3089

                  If to Executive:

                  Mark Quenzel
                  c/o Six Flags, Inc.
                  1540 Broadway; 15th Floor
                  New York, New York 10036

            13. Assignment and Successors. This Agreement is personal in its
nature and none of the parties hereto shall, without the consent of the others,
assign or transfer this Agreement or any rights or obligations hereunder;
provided, however, that in the event of a merger, consolidation, or transfer or
sale of all or substantially all of the assets of the Company with or to any
other individual(s) or entity, this Agreement shall, subject to the provisions
hereof, be binding upon and inure to the benefit of such successor and such
successor shall discharge and perform all the promises, covenants, duties, and
obligations of the Company hereunder, and such transferee or successor shall be
required to assume such obligations by contract (unless such assumption occurs
by operation of law). Anything herein to the contrary notwithstanding, Executive
shall be entitled to select (and change, to the extent permitted under any
applicable law) a beneficiary or beneficiaries to receive any compensation or
benefit payable hereunder following Executive's death or judicially determined
incompetence by giving the Company written notice thereof. In the event of
Executive's death or a judicial determination of his incompetence, reference in
this Agreement to Executive shall be deemed, where appropriate, to refer to his
beneficiary, estate or other legal representative.

            14. Governing Law; Amendment. This Agreement shall be governed by
and construed in accordance with the laws of Delaware, without reference to
principles of conflict of laws. This Agreement may not be amended or modified
except by a written agreement executed by Executive and the Company or their
respective successors and legal representatives.

            15. Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement. If any provision of this Agreement shall
be held invalid or unenforceable in part, the remaining portion of such
provision, together with all other provisions of this Agreement, shall remain
valid and enforceable and continue in full force and effect to the fullest
extent consistent with law.

            16. Tax Withholding. Notwithstanding any other provision of this
Agreement, the Company may withhold from amounts payable under this Agreement
all federal, state, local and foreign taxes that are required to be withheld by
applicable laws or regulations.

            17. No Waiver. Executive's or the Company's failure to insist upon
strict compliance with any provision of, or to assert any right under, this
Agreement shall not be deemed to be a waiver of such provision or right or of
any other provision of or right under this Agreement. Any provision of this
Agreement may be waived by the parties hereto; provided that each party agrees
to such waiver in writing.

            18. No Mitigation. In no event shall Executive be obligated to seek
other employment or take other action by way of mitigation of the amounts
payable to Executive under any of the provisions of this Agreement and such
amounts shall not be subject to offset or otherwise reduced whether or not
Executive obtains other employment.

            19. Headings. The Section headings contained in this Agreement are
for convenience only and in no manner shall be construed as part of this
Agreement.

            20. Entire Agreement. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof and shall
supersede all prior agreements, whether written or oral, with respect thereto,
including the Existing Employment Agreement (except with regard to outstanding
equity awards granted in accordance therewith).

            21. Duration of Terms. The respective rights and obligations of the
parties hereunder shall survive any termination of Executive's employment to the
extent necessary to give effect to such rights and obligations.

            22. Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.

            23. Section 409A. This Agreement is intended to satisfy the
requirements of Section 409A of the Internal Revenue Code of 1986, as amended
("Section 409A") with respect to amounts, if any, subject thereto and shall be
interpreted and construed and shall be performed by the parties consistent with
such intent. To the extent Executive would otherwise be entitled to any payment
under this Agreement, or any plan or arrangement of the Company or its
affiliates, that constitutes a "deferral of compensation" subject to Section
409A and that if paid during the six (6) months beginning on the date of
termination of Executive's employment would be subject to the Section 409A
additional tax because Executive is a "specified employee" (within the meaning
of Section 409A and as determined by the Company), the payment will be paid to
Executive on the earlier of the six (6) month anniversary of his date of
termination or death. To the extent Executive would otherwise be entitled to any
benefit (other than a payment) during the six (6) months beginning on
termination of Executive's employment that would be subject to the Section 409A
additional tax, the benefit will be delayed and will begin being provided on the
earlier of the first day following the six (6) month anniversary of Executive's
date of termination or death. Any payment or benefit due upon a termination of
employment that represents a "deferral of compensation" within the meaning of
Section 409A shall be paid or provided only upon a "separation from service" as
defined in Treas. Reg. ss. 1.409A-1(h). Each payment made under this Agreement
shall be deemed to be a separate payment for purposes of Section 409A. Amounts
payable under this Agreement shall be deemed not to be a "deferral of
compensation" subject to Section 409A to the extent provided in the exceptions
in Treasury Regulation ss.ss. 1.409A-1(b)(4) ("short-term deferrals") and (b)(9)
("separation pay plans," including the exception under subparagraph (iii)) and
other applicable provisions of Treasury Regulation ss. 1.409A-1 through A-6.
Notwithstanding anything to the contrary in this Agreement or elsewhere, any
payment or benefit under this Agreement or otherwise that is exempt from Section
409A pursuant to Treasury Regulation ss. 1.409A-1(b)(9)(v)(A) or (C) (relating
to certain reimbursements and in-kind benefits) shall be paid or provided only
to the extent that the expenses are not incurred, or the benefits are not
provided, beyond the last day of the second calendar year following the calendar
year in which Executive's "separation from service" occurs; and provided further
that such expenses are reimbursed no later than the last day of the third
calendar year following the calendar year in which Executive's "separation from
service" occurs. To the extent any expense reimbursement or the provision of any
in-kind benefit is determined to be subject to Section 409A (and not exempt
pursuant to the prior sentence or otherwise), the amount of any such expenses
eligible for reimbursement, or the provision of any in-kind benefit, in one
calendar year shall not affect the expenses eligible for reimbursement in any
other calendar year (except for any life-time or other aggregate limitation
applicable to medical expenses), in no event shall any expenses be reimbursed
after the last day of the calendar year following the calendar year in which
Executive incurred such expenses, and in no event shall any right to
reimbursement or the provision of any in-kind benefit be subject to liquidation
or exchange for another benefit.

<PAGE>


            IN WITNESS WHEREOF, Executive and the Company have caused this
Agreement to be executed as of the date first above written.



                                    SIX FLAGS, INC.



                                    By:      /s/ Mark Shapiro
                                       ---------------------------------------
                                          Name:  Mark Shapiro
                                          Title: Chief Executive Officer



                                    SIX FLAGS OPERATIONS INC.



                                    By:      /s/ Mark Shapiro
                                       ---------------------------------------
                                          Name:  Mark Shapiro
                                          Title: Chief Executive Officer



                                    SIX FLAGS THEME PARKS INC.



                                    By:      /s/ Mark Shapiro
                                       ---------------------------------------
                                          Name:  Mark Shapiro
                                          Title: Chief Executive Officer



                                    /s/ Mark Quenzel
                                    -----------------------------------
                                    Mark Quenzel

<PAGE>


                                    EXHIBIT A
                                    ---------

                             Annual Bonus Parameters

Definitions:

"Performance Parameters" shall mean the following, as determined annually by the
Board:

(a) Budgeted Adjusted EBITDA: Total budgeted Adjusted EBITDA (as defined in the
Company's earnings releases).

(b) Budgeted Free Cash Flow: Total Budgeted Free Cash Flow (as defined in the
Company's earnings releases).

(c) Budgeted Attendance: Total budgeted attendance.

(d) Budgeted In-Park Net Revenue Per Capita: Total budgeted in-park net revenue
per capita.

(e) Budgeted Sponsorship/Licensing Revenue: Total budgeted sponsorship/licensing
revenue.

Rules for Calculation of Annual Bonus:

Any annual bonus payable under Section 3(b) of this Agreement, shall be
determined annually by the compensation committee of the Board (the "Committee")
in accordance with the rules below. All determinations by the Committee shall be
final and binding on Executive. All Adjusted EBITDA and other bonus targets
shall be determined by reference to the Company's Budget for each year as
approved by the Board. The Committee shall work with the Chief Executive Officer
to determine appropriate bonus targets for any items that are not specifically
contained in the Company's Budget each year.

1. Subject to the other rules, the Performance Parameters shall be weighted 20%
each.

2. No annual bonus whatsoever shall be payable in respect of a given fiscal year
if actual Adjusted EBITDA for such year is less than 90% of Budgeted Adjusted
EBITDA.

3. If actual results for a given Performance Parameter are less than 90% of the
Performance Parameter, no amount shall be payable in respect of such Performance
Parameter.

4. If actual Adjusted EBITDA for a given fiscal year equals or exceeds 90% of
Budgeted Adjusted EBITDA, and the results for any given Performance Parameter
(including Budgeted Adjusted EBITDA) equals or exceeds 90% of the Performance
Parameter, then the amount payable in respect of such parameter shall be
determined by multiplying the product of the Target Bonus and the weight
ascribed to the Performance Parameter in Rule 1 above by the appropriate
multiplier below:

      Multiplier          Performance Level
      ----------          -----------------

      0.5                 Actual Performance equals 90% of the
                          Performance Parameter (including Budgeted
                          Adjusted EBITDA)

      0.75                Actual Performance equals 95% of the
                          Performance Parameter (including Budgeted
                          Adjusted EBITDA)

      1.0                 Actual Performance equals 100% of the
                          Performance Parameter (including Budgeted
                          Adjusted EBITDA)

      1.5                 Actual Performance equals 105% of the
                          Performance Parameter (including Budgeted
                          Adjusted EBITDA)

      2.0                 Actual Performance equals or exceeds 110% of
                          the Performance Parameter (including Budgeted
                          Adjusted EBITDA)

Determined                Actual Performance exceeds 90% but is below
by                        110% of the Performance Parameter (including
interpolation             Budgeted Adjusted EBITDA)
between 0.5
and 2.0

5. If the product of the above calculation shall exceed the Target Bonus, the
Committee may, but is not required to, grant a bonus to Executive in excess of
the Target Bonus. If actual Adjusted EBITDA for a given fiscal year is or
exceeds 110% of Budgeted Adjusted EBITDA, then the Committee may, but is not
required to, grant a bonus to Executive in excess of the Target Bonus.

6. If Executive's employment with the Company ceases upon expiration of the
Term, Executive shall be entitled to a lump sum payment, within ten (10)
business days, equal to the Target Bonus for Executive for the year of
termination pro-rated based on the number of days from the beginning of the year
through the date of termination of Executive's employment divided by the total
number of days in the year of termination.
</TEXT>
</DOCUMENT>
