|        |
|--------|
|        |  |  |
|   | a. | Each Participant listed on Schedule A shall be eligible for an Award under these Terms (an “Award”) for the period commencing January 1, 2008 and ending December 31, 2010 (the “Performance Period”). Such Awards shall be determined in accordance with Schedule B based on achievement of the applicable Performance Measures set forth therein. |

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|--------|
|        |  |  |
|   | b. | If a Participant’s employment is terminated for Cause during the Performance Period, the Participant shall not be entitled to any Award for that Performance Period. If a Participant’s employment terminates during the Performance Period for any reason other than for Cause, the Participant’s Award shall be payable as though the Participant was employed on the last day of the Performance Period, but subject to such reduction or voiding of the Award as the Compensation Committee of the Company’s Board of Directors (the “Committee”), in its absolute discretion, determines to be appropriate. Subject to paragraph 3, any portion of an Award not so voided shall be deliverable to the Participant at such time and on such terms as the Committee shall determine. |

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|--------|
|        |  |  |
|   | a. | All Awards shall be paid in Shares of Common Stock of the Company. At the beginning of the Performance Period each Participant shall be granted a Financial Performance Award Opportunity equal to a maximum of 200% of the number of Target Award Shares set forth opposite such Participant’s name on Exhibit A. The number of Shares of Common Stock, if any, awarded to each such Participant after the end of the Performance Period shall equal the Participant’s Target Award Shares multiplied by the applicable Percent of Target Award that corresponds to the Performance Measure achievements calculated by the Committee as set forth on Exhibit B. The Committee shall have the discretion to reduce actual Awards based on such Company performance and other factors as it determines to be appropriate. |

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|--------|
|        |  |  |
|   | b. | Awards of Shares of Common Stock shall be delivered to Participants as soon as practicable after the date on which the determination described in paragraph 3 above has been made. |

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|--------|
|        |  |  |
|   | • | For a Participant who becomes an “executive officer” prior to July 1, 2008, the number of Target Award Shares shall be determined as if he or she was an eligible Participant at the beginning of the Performance Period. |

|        |
|--------|
|        |  |  |
|   | • | For a Participant who becomes an “executive officer” on or after July 1, 2008 and prior to July 1, 2010, the number of Target Award Shares shall be (a) the number determined as if he or she was an eligible Participant at the beginning of the Performance Period, reduced by (b) 1/36th for each full month that elapsed from the beginning of the Performance Period until such Participant became an “executive officer.” |

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|                         |
|-------------------------|
|                         |  |  |
| LTIP Participants  | Target Award Shares |  |
|                    |   |
| Fernando Aguirre        | 98,237 |  |
| Brian Donnan            | [*] |  |
| Kevin Holland           | 17,908 |  |
| Brian Kocher            | [*] |  |
| Michel Loeb             | 18,420 |  |
| Manuel Rodriguez        | [*] |  |
| Michael Sims            | [*] |  |
| James Thompson          | 16,629 |  |
| Tanios Viviani          | 22,001 |  |
| Jeffrey Zalla           | 17,908 |  |
| Waheed Zaman            | [*] |  |
| [*]                     | [*] |  |
| [*]                     | [*] |  |

|                                             |
|---------------------------------------------|
|                                             |  |  |  |  |  |
| Performance Measures                        |   |   |
|                                        |   |   |
| Cumulative earnings per share               |   |   |
|                                        |   |   |
| Threshold                                   | $ | 1.08 |  | — | % |
|                                        |   |   |
| Target                                      | $ | 2.16 |  | 100 | % |
|                                        |   |   |
| Maximum                                     | $ | 4.32 |  | 200 | % |
|                                        |   |   |
| Straight-line interpolation between points. |   |   |

|                                                                   |
|-------------------------------------------------------------------|
|                                                                   |  |  |
| Relative Total Shareholder Return                                 |   |
|                                                              |   |
|  < 25th percentile                                        | — | % |
| 25th percentile                                                   | 25 | % |
| 50th percentile                                                   | 100 | % |
| 75th percentile                                                   | 175 | % |
|  > 75th percentile                                        | 200 | % |
|                                                              |   |
| Straight-line interpolation between the 25th and 75th percentile. |   |