EX-10.1 Restricted Stock Unit Agreement between Stanislas Vilgrain and Cuisine Solutions dated August 18, 2008.
















































CUISINE SOLUTIONS,
INC.


 


RESTRICTED STOCK UNIT
AWARD AGREEMENT


(2007 EQUITY
INCENTIVE PLAN)


 


                This
RESTRICTED STOCK UNIT AWARD AGREEMENT, is dated August 18, 2008 and delivered
by CUISINE SOLUTIONS, INC., a Delaware corporation (the "Corporation"),
to Stanislas Vilgrain an employee of
the Corporation (the "Grantee").


 


               
WHEREAS, the Board of Directors of the Corporation (the
"Board") on August 3, 2007, adopted, and the shareholders of the
Corporation at their 2007 Annual Meeting approved, the Corporation's 2007
Equity Incentive Plan (the "Plan"), which is administered by the
Compensation Committee of the Board (the "Compensation Committee")
and the Plan provides for the grant of restricted stock unit awards (the
"Restricted Units") to key employees of the Corporation, in
accordance with the terms and provisions thereof; and


 


               
WHEREAS, the Board has determined that the Grantee shall be given a
restricted stock unit award pursuant to the Plan and subject to the terms of
this Agreement;


 


                NOW,
THEREFORE, the parties hereto, intending to be legally bound hereby, agree as
follows:


 


1.     Restricted
Stock Unit Award.


 


        Subject to the
terms and conditions set forth in this Agreement, the Corporation hereby awards
the Grantee 126,000 Restricted Units (the "Award") under the Plan.
The Grantee accepts the Award and agrees to be bound by the terms and
conditions of this Agreement and the Plan with respect to the grant.


 


2.     Restricted Unit
Account.


 


        The Corporation shall establish and
maintain a Restricted Unit account for and on behalf of the Grantee and shall
record in such account the number of Restricted Units awarded to the Grantee.
No shares of Common Stock shall be issued to the Grantee at the time the award
is made, and the Grantee shall not be, nor have any of the rights or privileges
of, a stockholder of the Corporation with respect to any Restricted Units
recorded in the account.


 


3.     Interest not
Transferable.


 


        Unless otherwise
provided by law, prior to the time that the shares of Common Stock subject to
this Award are delivered to the Grantee, the Grantee shall not have the right to
transfer, pledge, sell, assign or otherwise dispose of any shares of Common
Stock subject to the Award, and any attempted transfer or disposition of the shares
by the Grantee, whether by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means, whether such disposition be
voluntary, or involuntary, or by judgment, levy, attachment, garnishment or any
other legal or equitable proceedings (including bankruptcy), shall be null and
void and have no effect.  For example,
the Grantee may not use shares that may be issued in respect of this Award as
security for a loan.  Additionally, this
Award is not transferable, except by will or by the laws of descent and
distribution.  Notwithstanding the
foregoing, by delivering written notice to the Corporation, in a form
satisfactory to the Corporation, the Grantee may designate a third party who,
in the event of the Grantee’s death, shall thereafter be entitled to receive
any distributions of Common Stock to which the Grantee is entitled at the time
of death pursuant to this Agreement. The Grantee shall not have any interest in
any fund or specific asset of the Corporation by reason of this award or the
Restricted Unit account established for the Grantee.


 


4.     Lapsing of
Restrictions.


 


        Except as
otherwise provided in this Agreement, the restrictions applicable to the
Restricted Units shall lapse only upon the achievement of the performance
targets defined in Appendix A in accordance with the schedule set forth in
Appendix A.  In the event that a Restricted
Unit vests, the Corporation shall deliver to the grantee one (1) share of
Common Stock for each Restricted Unit that is vested within ninety (90) days
after the end of the applicable fiscal year and after the Compensation
Committee certification with respect to the Company's performance as described
in Section 6. 


 


5.     Termination of
Restricted Units.


 


        The period of
performance covered by this award shall be from the last day of the Company's
fiscal year 2008 until the last day of the Company's fiscal year 2013 (the
"Performance Period"). Unless otherwise terminated or converted into
Common Stock in accordance with Appendix A, the Restricted Units shall terminate
and become null and void ninety (90) days after the expiration of the Performance
Period.


 


        Upon the
termination of Grantee's Continuous Service for any reason (except as otherwise
set forth below), any Restricted Units which have not vested shall terminate.
Upon termination of Grantee's employment as a result of Board approved
retirement (consistent with the Corporation's policies regarding retirement), Disability
or death ("Qualified Reason"), vesting shall occur with respect to,
at a maximum, the number of Restricted Units granted to Grantee that have not
vested as of the date of termination, divided by the number of weeks in the
Performance Period, multiplied by the number of weeks employed during the
Performance Period prior to Grantee's termination for a Qualified Reason (the
"Pro Rata Units"); provided, however, that the restrictions shall
lapse with respect to the Pro Rata Units only in accordance with the Company's  achievement of the performance targets
provided in Appendix A through the end of the fiscal year in which the
Qualified Reason occurs, as described on Appendix A.


 


6.     Procedures.


 


        Within sixty
(60) days following the end of each of the Corporation's fiscal years during
the Performance Period, the Compensation Committee will certify to the
Corporation's Corporate Secretary the actual performance achieved with respect
to the criteria set forth in Appendix A. In addition, the Compensation
Committee will certify to the Corporation's Corporate Secretary any Restricted
Units with respect to which the restrictions have lapsed. Upon receipt of such
certification, the Corporate Secretary will cause the Company's transfer agent
to issue to the Grantee one share of the Company's Common Stock for each
Restricted Unit for which the restrictions have lapsed.


 


        The obligation
of the Corporation to deliver Common Stock shall, however, be subject to the
condition that if at any time the Compensation Committee shall determine in its
discretion that the listing, registration or qualification of the shares upon
any securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body is necessary or desirable as a
condition of, or in connection with, the issue of shares, the shares may not be
issued in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Compensation Committee. The issuance of shares to Grantee
pursuant to this Agreement is subject to any applicable taxes and other laws or
regulations of the United
  States or of any state/country having jurisdiction
thereof.


 


7.     Grantee's Securities Law Representations.


 


        The Grantee
hereby represents and warrants to the Corporation: (a) that the Common Stock
subject to the Restricted Units is being acquired for purposes of investment
and not with a view to distribution thereof; (b) that if Grantee is or becomes
an affiliate of the Corporation (as defined in regulations promulgated by the
Securities and Exchange Commission) prior to the time of any proposed resale of
shares acquired, or if such shares are not registered under the Securities Act
of 1933, as amended (the "1933 Act"), the Grantee will comply with
all applicable conditions of the 1933 Act and the rules and regulations promulgated
thereunder in effecting such resale; and (c) that the Grantee shall not dispose
of any shares of such Common Stock in any manner that is, or may involve the
Corporation in, a violation of any federal or state securities law, including
the 1933 Act.


 


        The
Compensation Committee may require that the share certificates be inscribed
with a legend restricting transfer in accordance with applicable securities law
requirements.


 


8.     Adjustment Upon
Changes in Capitalization.


 


        In the event
of any change in the number or class of shares of Common Stock outstanding, by
reason of a stock dividend, stock split, subdivision or combination of shares,
a merger or consolidation in which the Corporation is the surviving
corporation, or any other change in capitalization, the Restricted Units and
the number and class of shares subject to the Restricted Units shall be
adjusted by the Compensation as it determines to be required in its discretion.


 


9.     Change In
Control.


 


        The Restricted
Units shall vest with respect to 100% of the shares subject to the Restricted
Units upon a "Change in Control" as that term is defined in the Plan.


 


10.     Employment Not
Affected.


 


        The granting
of the Award shall not be construed to create an obligation on the part of the
Corporation or its subsidiaries to continue Grantee's Continuous Service.
Except as may otherwise be provided in a written agreement between Grantee and
the Corporation (or its subsidiary), the Corporation and its subsidiaries
specifically reserve the right to terminate at will, with or without cause, the
Grantee's employment or service at any time (whether by dismissal, discharge,
retirement or otherwise).


 


11.     Amendment of
Award.


 


        The Award may
be amended, in whole or in part, by the Compensation Committee at any time if
it determines, in its sole discretion, that such amendment is necessary or
advisable in the light of any addition to or change in: (a) the Code or
regulations issued thereunder or (b) any federal or state securities law or
other law or regulation, which change occurs after the grant of the Award and
by its terms retroactively applies to the Award; provided, however, that no
such amendment shall, without the Grantee's consent, materially adversely
affect Grantee's rights in and to the Restricted Units.


 


12.     Notice.


 


        Notices to the
Corporation shall be addressed to it in care of its Chief Financial Officer or
Corporate Secretary, and any notice to the Grantee shall be addressed to the
current address shown on the Corporation's payroll records. Any notice shall be
deemed duly given if delivered in writing directly to the recipient or by
registered or certified mail, postage prepaid.


 


13.     Incorporation
of 2007 Equity Incentive Plan by Reference.


 


        The Award is
granted pursuant to the terms of the Corporation's 2007 Equity Incentive Plan,
as in effect from time to time, the terms of which are incorporated herein by
reference, and shall in all respects be interpreted in accordance therewith. Any
capitalized terms used herein that are not otherwise defined shall have the
meaning set forth in the Plan.  The
Compensation Committee shall have full authority to interpret and construe the
Award, in its sole discretion, and its decision shall be conclusive and binding
upon any question of law or fact arising hereunder and shall be enforceable at
law or in equity by any court of competent jurisdiction.


 


14.     Governing Law.


 


        The validity,
construction, interpretation and effect of this instrument and any other matter
arising under this instrument shall exclusively be governed by, and determined
in accordance with applicable Federal law and the laws of the State of Virginia, without regard to Virginia rules for conflicts of law.


 


14.  Withholding
Obligations:


A.    On or before the time the Grantee receive a distribution of Common
Stock pursuant to this Award, or at any time thereafter as requested by the
Corporation, the Grantee hereby authorizes any required withholding from the
Common Stock issuable to the Grantee and/or otherwise agrees to make adequate
provision in cash for any sums required to satisfy the federal, state, local
and foreign tax withholding obligations of the Corporation  or any Affiliate which arise in connection
with the Award (the “Withholding Taxes”). 
The Grantee may direct the Corporation to withhold shares of Common
Stock with a Fair Market Value (measured as of the date shares of Common Stock
are delivered as set forth above) equal to the amount of such Withholding
Taxes; provided, however, that the number of such shares of Common Stock so
withheld shall not exceed the The amount necessary to satisfy the Corporation’s
required tax withholding obligations using the minimum statutory withholding
rates for federal, state, local and foreign tax purposes, including payroll
taxes, that are applicable to supplemental taxable income. 


B.     Unless the tax withholding obligations of the Corporation and/or any
Affiliate are satisfied, the Corporation shall have no obligation to deliver to
the Grantee any Common Stock.


 


        IN WITNESS
WHEREOF, the parties have executed this Restricted Stock Award Agreement as of
the date first written above.


 


 


Attest:                                                             CUISINE SOLUTIONS, INC.


 


/s/ Ronald Zilkowski                                       By:
 /s/ Charles McGettigan


----------------------------                         ----------------------------------


Ronald Zilkowski                                           Charles
McGettigan


Corporate Secretary                                        Chairman,
Compensation Committee


 


        I hereby
accept the award of Restricted Units described in this Agreement, and I agree
to be bound by the terms of the Plan and this Agreement.  I hereby further agree that all decisions and
determinations of the Compensation Committee with respect to the Restricted
Units shall be final and binding. 


 


/s/ Stanislas Vilgrain


----------------------------


Stanislas Vilgrain




APPENDIX
A


 


                           RESTRICTED STOCK
UNIT AWARD


                    PERFORMANCE TARGETS AND
VESTING SCHEDULE


 


I.      DEFINITIONS


 


        "Pre-Tax EPS Growth" shall
mean growth in Pre-Tax EPS (as defined below)


as
measured at the end of each fiscal year of the Performance Period. Growth


shall
be measured off of the Base Year Pre-Tax EPX.


 


        "Base Year Pre-Tax EPX" shall
mean Pre-Tax Operating Earnings Per Share


divided
by Fully Diluted Shares. Operating Earnings Per Share shall be the final


Base
Year earnings per share excluding certain items as approved by the Board


consistent
with past practice and reported by the company in its fiscal year end


earnings
release.


 


        "Fully Diluted Shares" shall
mean total diluted shares as reported in


the
Company's Consolidated Income Statement for each fiscal year of the


Performance
Period, but shall exclude the dilutive effect of any restricted


stock
or restricted stock unit awards granted during the Performance Period and


all
options, restricted stock and other equity compensation granted to Directors


during
the Performance Period.


 


        "Investment Grade" shall mean
an investment rating of not less than BBB-


or
Baa3 by one of the major rating agencies (Standard and Poors, Moodys Investor


Service
or Fitch). If, at the time of measurement, the Corporation's debt is not


rated,
then it shall be considered Investment Grade.


 


        "Pre-Tax Earnings" shall mean
the Corporation's earnings before income


taxes
as reported in the Company's Consolidated Income Statement for each fiscal


year
of the Performance Period, excluding any non-cash charge incurred in


accordance
with accounting principles generally accepted in the United States of


America
(GAAP) for any restricted stock or restricted stock unit awards granted


during
the Performance Period and all options, restricted stock and other equity


compensation
granted to Directors during the Performance Period.


 


        "Pre-Tax EPS" shall mean
Pre-Tax Earnings divided by Fully Diluted


Shares.


 


II.     PERFORMANCE TARGETS


 


126,000
Restricted Units   45,000 Threshold    99,000 Intermediate   126,000 Stretch


------------------------   ----------------    -------------------   --------------


Growth                     8% Compounded       11% Compounded        15% Compounded


 


 


Corporation's
debt must be Investment Grade at the end of the Performance


Period,
and in any year in which vesting occurs.


 


 


III.    VESTING SCHEDULE


 


The
restrictions will lapse with respect to the corresponding number of


Restricted
Units associated with the performance targets set forth in II above


based
on the following schedule. This schedule shall be adjusted for any change


in
the number or class of shares of Stock outstanding, by reason of a stock


dividend,
stock split, subdivision or combination of shares.


 


"A"
equals Base Year Pre-Tax EPX


 


                                                           
Share       %      Shares


Year
2 allocation                            
EPS Growth    Alloc    vesting  
earned


-----------------------------------------     ----------   -------  
-------   ------


((A*1.08)*1.08)                                8%-10.4%     45,000        10%  
4,500


 


((A*1.105)*1.105)                             10.5%-14.9%   99,000       
10%   9,900


 


((A*1.15)*1.15)
+                                15%+      126,000        10% 
12,600


 


                                                           
Share       %      Shares


Year
3 allocation                            
EPS Growth    Alloc    vesting  
earned


-----------------------------------------     ----------   -------  
-------   ------


(((A*1.08)*1.08)*1.08)                         8%-10.4%     45,000        15%  
6,750


 


(((A*1.105)*1.105)*1.105)                     10.5%-14.9%   99,000       
15%  14,850


 


(((A*1.15)*1.15)*1.15)
+                         15%+     
126,000        15% 
18,900


 


                                                           
Share       %      Shares


Year
4 allocation                            
EPS Growth    Alloc    vesting  
earned


-----------------------------------------     ----------   -------  
-------   ------


((((A*1.08)*1.08)*1.08)*1.08)                  8%-10.4%     45,000        20%  
9,000


 


((((A*1.105)*1.105)*1.105)*1.105)
            10.5%-14.9%   99,000       
20%  19,800


 


((((A*1.15)*1.15)*1.15)*1.15)
+                  15%+      126,000        20% 
25,200


 


 


                                               
Share       %      Shares


Year
5 Allocation                          
EPS Growth    Alloc    vesting  
earned*


-----------------------------------------   ----------  
-------   -------   -------


(((((A*1.08)*1.08)*1.08)*1.08)*1.08)                 8.0%     45,000   100.0%      45,000


                           


(((((A*1.081)*1.081)*1.081)*1.081)*1.081)            8.1%     67,500   100.0%      67,500


                                                              


(((((A*1.082)*1.082)*1.082)*1.082)*1.082)             8.2%     67,500   100.0%      67,500


                                                              


(((((A*1.083)*1.083)*1.083)*1.083)*1.083)             8.3%     67,500   100.0%      67,500


                                                              


(((((A*1.084)*1.084)*1.084)*1.084)*1.084)             8.4%     67,500   100.0%      67,500


                                                              


(((((A*1.085)*1.085)*1.085)*1.085)*1.085)             8.5%     67,500   100.0%      67,500


                                                              


(((((A*1.086)*1.086)*1.086)*1.086)*1.086)             8.6%     67,500   100.0%      67,500


                                                              


(((((A*1.087)*1.087)*1.087)*1.087)*1.087)             8.7%     67,500   100.0%      67,500


                                                              


(((((A*1.088)*1.088)*1.088)*1.088)*1.088)             8.8%     67,500   100.0%      67,500


                                                              


(((((A*1.089)*1.089)*1.089)*1.089)*1.089)             8.9%     78,750   100.0%      78,750


                                                              


(((((A*1.09)*1.09)*1.09)*1.09)*1.09)                 9.0%     78,750   100.0%      78,750


                                                              


(((((A*1.091)*1.091)*1.091)*1.091)*1.091)             9.1%     78,750   100.0%      78,750


                                                              


(((((A*1.092)*1.092)*1.092)*1.092)*1.092)             9.2%     78,750   100.0%      78,750


 


(((((A*1.093)*1.093)*1.093)*1.093)*1.093)             9.3%     78,750   100.0%      78,750


                                                              


(((((A*1.094)*1.094)*1.094)*1.094)*1.094)             9.4%     78,750   100.0%      78,750


                                                              


(((((A*1.095)*1.095)*1.095)*1.095)*1.095)             9.5%     78,750   100.0%      78,750


                                                              


(((((A*1.096)*1.096)*1.096)*1.096)*1.096)             9.6%     90,000   100.0%      90,000


                                                              


(((((A*1.097)*1.097)*1.097)*1.097)*1.097)             9.7%     90,000   100.0%      90,000


                                                              


(((((A*1.098)*1.098)*1.098)*1.098)*1.098)             9.8%     90,000   100.0%      90,000


                                                              


(((((A*1.099)*1.099)*1.099)*1.099)*1.099)             9.9%     90,000   100.0%      90,000


                                                              


(((((A*1.1)*1.1)*1.1)*1.1)*1.1)                       10.0%    90,000   100.0%      90,000


                                                              


(((((A*1.101)*1.101)*1.101)*1.101)*1.101)             10.1%    90,000   100.0%      90,000


                                                              


(((((A*1.102)*1.102)*1.102)*1.102)*1.102)             10.2%    99,000   100.0%      99,000


                                                              


(((((A*1.103)*1.103)*1.103)*1.103)*1.103)             10.3%    99,000   100.0%      99,000


                                                              


(((((A*1.104)*1.104)*1.104)*1.104)*1.104)             10.4%    99,000   100.0%      99,000


                                                              


(((((A*1.105)*1.105)*1.105)*1.105)*1.105)             10.5%    99,000   100.0%      99,000


                                                              


(((((A*1.106)*1.106)*1.106)*1.106)*1.106)             10.6%    99,000   100.0%      99,000


                                                              


(((((A*1.107)*1.107)*1.107)*1.107)*1.107)             10.7%    99,000   100.0%      99,000


                                                              


(((((A*1.108)*1.108)*1.108)*1.108)*1.108)             10.8%    99,000   100.0%      99,000


                                                              


(((((A*1.109)*1.109)*1.109)*1.109)*1.109)             10.9%    103,500  100.0%      103,500


                                                              


(((((A*1.11)*1.11)*1.11)*1.11)*1.11)                 11.0%    103,500  100.0%      103,500


                                                              


(((((A*1.111)*1.111)*1.111)*1.111)*1.111)             11.1%    103,500  100.0%      103,500


                                                              


(((((A*1.112)*1.112)*1.112)*1.112)*1.112)             11.2%    103,500  100.0%      103,500


                                                              


(((((A*1.113)*1.113)*1.113)*1.113)*1.113)             11.3%    103,500  100.0%      103,500


                                                              


(((((A*1.114)*1.114)*1.114)*1.114)*1.114)             11.4%    103,500  100.0%      103,500


                                                              


(((((A*1.115)*1.115)*1.115)*1.115)*1.115)             11.5%    103,500  100.0%      103,500


                                                              


(((((A*1.116)*1.116)*1.116)*1.116)*1.116)             11.6%    108,000  100.0%      108,000


                                                              


(((((A*1.117)*1.117)*1.117)*1.117)*1.117)            11.7%    108,000  100.0%      108,000


                                                              


(((((A*1.118)*1.118)*1.118)*1.118)*1.118)             11.8%    108,000  100.0%      108,000


                                                              


(((((A*1.119)*1.119)*1.119)*1.119)*1.119)             11.9%    108,000  100.0%      108,000


                                                              


(((((A*1.12)*1.12)*1.12)*1.12)*1.12)                 12.0%    108,000  100.0%      108,000


                                                              


(((((A*1.121)*1.121)*1.121)*1.121)*1.121)             12.1%    108,000  100.0%      108,000


                                                              


(((((A*1.122)*1.122)*1.122)*1.122)*1.122)             12.2%    112,500  100.0%      112,500


                                                              


(((((A*1.123)*1.123)*1.123)*1.123)*1.123)             12.3%    112,500  100.0%      112,500


                                                              


(((((A*1.124)*1.124)*1.124)*1.124)*1.124)             12.4%    112,500  100.0%      112,500


                                                              


(((((A*1.125)*1.125)*1.125)*1.125)*1.125)             12.5%    112,500  100.0%      112,500


                                                              


(((((A*1.126)*1.126)*1.126)*1.126)*1.126)             12.6%    112,500  100.0%      112,500


                                                              


(((((A*1.127)*1.127)*1.127)*1.127)*1.127)             12.7%    112,500  100.0%      112,500


                                                              


(((((A*1.128)*1.128)*1.128)*1.128)*1.128)             12.8%    117,000  100.0%      117,000


                                                              


(((((A*1.129)*1.129)*1.129)*1.129)*1.129)             12.9%    117,000  100.0%      117,000


                                                              


(((((A*1.13)*1.13)*1.13)*1.13)*1.13)                 13.0%    117,000  100.0%      117,000


                                                              


(((((A*1.131)*1.131)*1.131)*1.131)*1.131)             13.1%    117,000  100.0%      117,000


                                                              


(((((A*1.132)*1.132)*1.132)*1.132)*1.132)             13.2%    117,000  100.0%      117,000


                                                              


(((((A*1.133)*1.133)*1.133)*1.133)*1.133)             13.3%    117,000  100.0%      117,000


                                                              


(((((A*1.134)*1.134)*1.134)*1.134)*1.134)             13.4%    121,500  100.0%      121,500


                                                              


(((((A*1.135)*1.135)*1.135)*1.135)*1.135)             13.5%    121,500  100.0%      121,500


                                                              


(((((A*1.136)*1.136)*1.136)*1.136)*1.136)             13.6%    121,500  100.0%      121,500


                                                              


(((((A*1.137)*1.137)*1.137)*1.137)*1.137)             13.7%    121,500  100.0%      121,500


                                                              


(((((A*1.138)*1.138)*1.138)*1.138)*1.138)             13.8%    121,500  100.0%      121,500


                                                              


(((((A*1.139)*1.139)*1.139)*1.139)*1.139)             13.9%    121,500  100.0%      121,500


                                                              


(((((A*1.14)*1.14)*1.14)*1.14)*1.14)                 14.0%    124,740  100.0%      124,740


                                                              


(((((A*1.141)*1.141)*1.141)*1.141)*1.141)             14.1%    124,740  100.0%      124,740


                                                             


(((((A*1.142)*1.142)*1.142)*1.142)*1.142)             14.2%    124,740  100.0%      124,740


                                                              


(((((A*1.143)*1.143)*1.143)*1.143)*1.143)             14.3%    124,740  100.0%      124,740


                                                              


(((((A*1.144)*1.144)*1.144)*1.144)*1.144)             14.4%    124,740  100.0%      124,740


                                                              


(((((A*1.145)*1.145)*1.145)*1.145)*1.145)             14.5%    124,740  100.0%      124,740


                                                              


(((((A*1.146)*1.146)*1.146)*1.146)*1.146)             14.6%    126,000  100.0%      126,000


                                                              


(((((A*1.147)*1.147)*1.147)*1.147)*1.147)             14.7%    126,000  100.0%      126,000


                                                              


(((((A*1.148)*1.148)*1.148)*1.148)*1.148)             14.8%    126,000  100.0%      126,000


                                                              


(((((A*1.149)*1.149)*1.149)*1.149)*1.149)             14.9%    126,000  100.0%      126,000


                                                              


(((((A*1.15)*1.15)*1.15)*1.15)*1.15)                 +15.0%   126,000  100.0%      126,000


*(SHALL
BE REDUCED BY SHARES EARNED, IF ANY, IN YEARS 3&4)


 


In
the event of termination for a Qualified Reason, the number of shares earned


shall
be measured at the end of the fiscal year in which the termination for a


Qualified
Reason occurred, and shall be paid after the end of such fiscal year.


Accordingly,
no Restricted Units will vest if termination occurs during fiscal


year 2009.