THIS AGREEMENT (the "Agreement") is made and entered into as of August 5, 2002, by and between SL
INDUSTRIES, INC., a New Jersey corporation (the "Company"), with principal offices located at 520
Fellowship Road, Suite A-114, Mount Laurel, New Jersey 08054, and JAMES C. TAYLOR (the "Executive"),
an individual with a residence at 21 Millneck Lane, Pittsford, New York 14534.
W I T N E S S E T H:
WHEREAS, the Executive is the Chief Executive Officer of the SL Industries Power Electronics Group and
President and Chief Executive Officer of Teal Electronics, Inc.; and
WHEREAS, the Company wishes to retain and encourage the productive efforts of the Executive who renders
valuable service to the Company and its subsidiaries, and contributes toward the Company's continued growth
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth and for other
good and valuable consideration, the parties hereto agree as follows:
Bonus. The Executive shall be paid a Bonus in the amount specified herein. The Bonus shall be paid upon the
earlier to occur of (i) the occurrence of a Change of Control or (ii) the delivery of the Notice pursuant to Section
6 hereof, in accordance with the terms herein. The Bonus described herein is separate and distinct from any other
bonus program the Executive may participate in or be entitled to.
Payment of Bonus. (a) Upon the occurrence of a Change of Control, the Change of Control Bonus Amount shall
be paid by the Company to the Executive within ten
(10) business days following such Change of Control. Upon such occurrence, Executive's right to receive the
First Bonus Amount and the Second Bonus Amount shall terminate.
To trigger the payment of the First Bonus Amount or the Second Bonus Amount, the Executive shall deliver to
the Company a Notice which shall state whether the Bonus Amount to be paid is the First Bonus Amount or the
Second Bonus Amount. Upon the Company's receipt of the Notice pursuan