Exhibit 10.3


 


NON-QUALIFIED
STOCK OPTION AGREEMENT


PURSUANT TO THE


RDA HOLDING CO. 2010 EQUITY INCENTIVE PLAN


 


*  * 
*  *  *


 


Participant:


 


Grant Date:


 


Per Share Exercise Price:


 


Number of Shares subject to this Option:


 


*  *  * 
*  *


 


THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”),
dated as of the Grant Date specified above, is entered into by and between RDA
Holding Co. (the “Company”), and the Participant specified above,
pursuant to the RDA Holding Co. 2010 Equity Incentive Plan (the “Plan”);
and


 


WHEREAS,
it has been determined under the Plan the Company will grant the non-qualified
stock option (the “Option”) provided for herein to the Participant.


 


NOW,
THEREFORE, in consideration of the mutual covenants and promises hereinafter set
forth and for other good and valuable consideration, the parties hereto hereby
mutually covenant and agree as follows:


 


1.                                       Incorporation By Reference; Plan Document Receipt.  This Agreement is subject in all respects to
the terms and provisions of the Plan (including, without limitation, any
amendments thereto adopted at any time and from time to time in compliance with
the Plan unless such amendments are expressly intended not to apply to the
grant of the Option hereunder), all of which terms and provisions are made a
part of and incorporated into this Agreement as if they were each expressly set
forth herein.  The Participant hereby
acknowledges receipt of a true copy of the Plan and that the Participant has
read the Plan carefully and fully understands its content.  In the event of any actual conflict between
the terms of this Agreement and the terms of the Plan, the terms of this
Agreement shall control.  Capitalized
terms not otherwise defined herein shall have the meaning given such terms in
the Plan.


 


2.                                       Grant of Option.  The Company hereby grants to the Participant,
as of the Grant Date specified above, a non-qualified stock option (this “Option”)
to acquire from the 


 

















 


Company at the Per Share Exercise Price specified
above, the aggregate number of Shares specified above (the “Option Shares”).  The Participant shall not have the rights of
a stockholder in respect of the Shares underlying this award until such Options
Shares are delivered upon exercise of all or a portion of this Option.  This Option is intended to be a Non-Qualified
Stock Option.


 


3.                                       No
Dividend Equivalents.  The Participant shall not be entitled to
receive a cash payment in respect of the Option Shares underlying this Option
on any dividend payment date for the Shares.


 


4.                                       Vesting and Exercisability of Option.


 


(a)                                  Initial Tranche.  This Option shall be vested and exercisable with respect to 25% of the
Option Shares (the “Initial Tranche”) upon the Grant Date; provided that
in the event the Participant terminates his or her employment for a reason
other than for Good Reason within the first 12 months following the Grant Date
(an “Early Termination”), the Initial Tranche shall be forfeited and the
Participant shall have no further rights thereto.  In the event that the Participant receives
Option Shares on account of the exercise of any Initial Tranche Option prior to
an Early Termination, then upon an Early Termination the Company shall have the
right to repurchase such Option Shares from the Participant for a purchase
price equal to the lesser of (i) the Fair Market Value of the Option
Shares on the date of repurchase, or (ii) the per Share Exercise Price of
the Option Shares.


 


(b)                                 General.  Except as otherwise provided in this Section 4,
the remaining portion of this Option shall vest and become exercisable as to
equal annual installments of 25% of the total number of Option Shares subject
to this Option upon each of the first three anniversaries of the Grant Date
(each, a “Vesting Date”), provided
that the Participant is then employed by the Company or one of its
Subsidiaries on each such Vesting Date.


 


(c)                                  Change in Control.  Any
unvested portion of the Option shall immediately become vested and exercisable
upon a Change in Control; provided that the Participant is continuously employed
by the Company or its Subsidiaries until the date of such Change in Control.


 


(d)                                 Certain Terminations.


 


(i)                                     Death or Disability.  Upon a termination due to (i) the
Participant’s death or (ii) the Participant’s Disability, the unvested
portion of the Option shall immediately vest and become exercisable.


 


(ii)                                  Cause.  In the event that the Participant is
terminated by the Company for Cause, any outstanding Options, whether vested or
unvested, shall immediately be terminated and forfeited for no consideration.


 


(iii)                               Other Than for Cause; For Good Reason.  Upon a Termination by the Company for a
reason other than for Cause or a Termination by the Participant for Good
Reason, (i) any portion of the Option that was otherwise scheduled to vest
within 30 days following such Termination shall become immediately vested 


 


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and exercisable upon such
Termination, and (ii) the Company in its sole and absolute discretion may
elect to vest a pro-rata portion of the unvested portion of the Option that was
otherwise scheduled to vest in the period from the vesting date immediately
prior to the Termination to the next scheduled vesting date following such
Termination.


 


(e)                                  Forfeiture.  Except as
otherwise provided in this Section 4, the unvested portion of the
Option shall be immediately forfeited upon the Participant’s Termination
without any consideration being paid therefor.


 


(f)                                    Expiration.  Unless
earlier terminated in accordance with the terms and provisions of the Plan
and/or this Agreement, this Option shall expire and shall no longer be exercisable on the
tenth (10th) anniversary of the Grant Date (the “Expiration Date”).


 


5.                                       Exercisability
Following Termination.


 


(a)                                  Termination by Reason of Death or Disability.  If
the Participant’s Termination is by reason of death or Disability, the vested
portion of such Participant’s Option (after taking into account any accelerated
vesting provided herein) held at the time of the Participant’s Termination (or,
in the case of death, by the legal representative of the Participant’s estate)
may be exercised at any time within a period of six months from the date of
such Termination, but in no event beyond the Expiration Date.


 


(b)                                 Termination Other Than for Cause.  If
the Participant’s Termination is by the Company for a reason other than for
Cause, the vested portion of the Option (after taking into account any
accelerated vesting provided herein) may be exercised by the Participant at any
time within 90 days from the date of such Termination, but in no event beyond
the Expiration Date.


 


(c)                                  Termination by Participant  Except
as provided in Section 4(a), if the Participant’s Termination is
voluntarily by the Participant, the vested portion of the Option may be
exercised by the Participant at any time within 90 days from the date of such
Termination, but in no event beyond the Expiration Date.


 


(d)                                 Termination for Cause.  If
the Participant’s Termination is (i) by the Company for Cause or
(ii) a voluntary Termination by the Participant after the occurrence of an
event that would be grounds for a Termination for Cause, the vested portion of
the Option that is held by the Participant at the time of the Participant’s
Termination will be canceled and forfeited.


 


6.                                       Method of Exercise and Delivery.


 


(a)                                  Subject to Section 14, this Option shall be exercised by
the Participant by delivering to the Company or its designated agent on any
business day a written notice, in such manner and form as may be required by
the Company in accordance with the terms of the Plan, specifying the number of
Option Shares subject to this Option that the Participant then desires to
exercise (the “Exercise Notice”).


 


(b)                                 Shares will be delivered upon receipt by the Company of the Exercise
Notice and payment by the Participant of (i) the Per Share Exercise Price
multiplied by the 


 


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number of Option Shares with regarding to which the
Option is being exercised, and (ii) all applicable taxes required to be
withheld as a consequence of such exercise. 
The Company may permit, at its sole discretion, alternate methods of
exercise as contemplated by the Plan.  In
connection with the delivery of Option Shares pursuant to this Agreement, the
Participant agrees to execute any documents reasonably requested by the
Company, including, but not limited to a joinder to the Company’s Stockholders
Agreement dated as of February 19, 2010, as may be amended from time to
time.


 


(c)                                  Any fractional Option Shares resulting from any exercise of this Option
shall be eliminated at the time of exercise by rounding-down to the nearest
whole number of Option Shares underlying the exercise of this Option.  No cash settlements shall be made with
respect to fractional Option Shares eliminated by rounding.  Notice of any adjustment shall be given by
the Company to each Participant whose Award has been adjusted and such
adjustment (whether or not such notice is given) shall be effective and binding
for all purposes of the Plan.


 


7.                                       Restrictive Covenants.  As a condition to the receipt of the Option
and the delivery of Option Shares upon exercise of the Option, the Participant
agrees as follows:


 


(a)                                  Confidentiality, Non-Disclosure and Non-Solicitation Agreement.  The Company and the
Participant acknowledge and agree that during the Participant’s employment with
the Company, the Participant will have access to and may assist in developing
Confidential Information and will occupy a position of trust and confidence
with respect to the affairs and business of the Company and its
Affiliates.  The Participant agrees that
the obligations set forth in this Section 7 are necessary to
preserve the confidential and proprietary nature of Confidential Information
and to protect the Company and its Affiliates against harmful solicitation of
employees and other actions by the Participant that would result in serious
adverse consequences for the Company and its Affiliates.


 


(b)                                 Non-Disclosure.  During and after the Participant’s employment
with the Company, the Participant will not use, disclose, copy or transfer any
Confidential Information other than as authorized in writing by the Company or
within the scope of the Participant’s duties with the Company as determined
reasonably and in good faith by the Participant.  Anything herein to the contrary
notwithstanding, the provisions of this Section 7(b) shall not
apply (i) when disclosure is required by law or by any court, arbitrator,
mediator or administrative or legislative body (including any committee
thereof) with actual or apparent jurisdiction to order the Participant to
disclose or make accessible any information; provided that prior to any such disclosure the Participant shall provide
the Company with reasonable notice of the requirements to disclose and an
opportunity to object to such disclosure and the Participant shall cooperate
with the Company in filing such objection; or (ii) as to
information that becomes generally known to the public or within the relevant
trade or industry other than due to the Participant’s violation of this Section 7(b).


 


(c)                                  Materials.  The Participant will use Confidential
Information only for normal and customary use in the Company’s business, as
determined reasonably and in good faith by the Participant.  The Participant will return to the Company
all Confidential Information and copies thereof and all other property of the
Company or any of its Affiliate at any time upon the request of the Company and
in any event immediately after termination of Participant’s 


 


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employment. 
The Participant agrees to identify and return to the Company any copies
of any Confidential Information after the Participant ceases to be employed by
the Company.  Anything to the contrary
notwithstanding, nothing in this Section 7 shall prevent the
Participant from retaining a home computer (provided all Confidential
Information has been removed), papers and other materials of a personal nature,
including diaries, calendars and Rolodexes, information relating to his/her
compensation or relating to reimbursement of expenses, information that may be
needed for tax purposes, and copies of plans, programs and agreements relating
to his/her employment.


 


(d)                                 No Solicitation or Hiring of Employees.  During the Non-Solicit Period, the
Participant shall not solicit, entice, persuade or induce any individual who is
employed by the Company or its Affiliates (or who was so employed within twelve
(12) months prior to the Participant’s action) to terminate or refrain from
continuing such employment or to become employed by or enter into contractual
relations with any other individual or entity other than the Company or its
Affiliates, and the Participant shall not hire, directly or indirectly, for
himself or any other person, as an employee, consultant or otherwise, any such
person.  Anything to the contrary
notwithstanding, the Company agrees that (i) the Participant’s responding
to an unsolicited request from any former employee of the Company for advice on
employment matters; and (ii) the Participant’s responding to an
unsolicited request for an employment reference regarding any former employee
of the Company from such former employee, or from a third party, by providing a
reference setting forth his/her personal views about such former employee,
shall not be deemed a violation of this Section 7(d), in each case, to the extent the Participant
does not encourage the former employee to become employed by a company or
business that employs the Participant or with which the Participant is
otherwise associated (including, but not limited to, association as a sole
proprietor, owner, employer, partner, principal, investor, joint venturer,
shareholder, associate, employee, member, consultant, contractor, director or
otherwise).


 


(e)                                  Enforcement.  The Participant acknowledges that in the
event of any breach or threatened breach of this Section 7, the
business interests of the Company and its Affiliates will be irreparably
injured, the full extent of the damages to the Company and its Affiliates will
be impossible to ascertain, monetary damages will not be an adequate remedy for
the Company and its Affiliates, and the Company will be entitled to enforce
this Agreement by a temporary, preliminary and/or permanent injunction or other
equitable relief, without the necessity of posting bond or security, the
requirements of which the Participant expressly waives.  The Participant understands that the Company
may waive some of the requirements expressed in this Agreement, but that such a
waiver to be effective must be made in writing and should not in any way be
deemed a waiver of the Company’s right to enforce any other requirements or
provisions of this Agreement.  The
Participant agrees that each of the Participant’s obligations specified in this
Agreement is a separate and independent covenant and that the unenforceability
of any of them shall not preclude the enforcement of any other covenants in
this Agreement.


 


8.                                       Conditions.  As a
condition to the receipt of this Option award, the Participant hereby releases any rights and/or claims the Participant
may have associated with, or in any way related to, any equity awards granted
by the Company or any of its Affiliates prior to the Effective Date of the
Plan.


 


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9.                                       Non-transferability.  At
any time prior to a Change in Control or a Public Offering, this Option and any
Option Shares received upon the exercise of any Option hereunder, and any
rights or interests therein, (i) shall not be sold, exchanged, transferred,
assigned or otherwise disposed of in any way or at any time by the Participant
(or any beneficiary(ies) of the Participant), other than by testamentary
disposition by the Participant or by the laws of descent and distribution, (ii) except
as provided in (i) above shall not be transferable as would otherwise be
allowed pursuant to Section 14.6 of the Plan, (iii) shall not be
pledged or encumbered in any way or at any time by the Participant (or any
beneficiary(ies) of the Participant), and (iv) shall not be subject to
execution, attachment or similar legal process. 
Any attempt to sell, exchange, pledge, transfer, assign, encumber or
otherwise dispose of this Option or any Option Shares, or the levy of any execution,
attachment or similar legal process upon this Option and any Option Shares,
contrary to the terms of this Agreement and/or the Plan, shall be null and void
and without legal force or effect. 
Following a Change in Control or a Public Offering, the Option may only
be transferred as provided in Section 14.6 of the Plan.


 


10.                                 Company
Call Rights.


 


(a)                                  Repurchase Option.  In
the event of the Participant’s Termination prior to a Public Offering, the
Company shall have the right (but not the obligation) to elect to purchase all
or any portion of any Options Shares held by such Participant (or a permitted
transferee of the Participant) by delivering written notice to such Participant
(the “Repurchase Notice”) before the end of the Repurchase Period (as
defined below), which Repurchase Notice shall set forth (i) the number of
Option Shares to be acquired, (ii) the Pricing Date (as defined below) on
which the Repurchase Price (as defined below) is to be determined and (iii) the
Repurchase Closing Date (as defined below). 
For purposes of this Section 10(a), (A) the “Repurchase
Period” is, as applicable, the 270-day period following the date of the
Participant’s Termination, (B) the “Repurchase Price” is the
aggregate Fair Market Value as determined on the Pricing Date of the Option
Shares to be acquired, (C) the “Pricing Date” is the date specified
in the Repurchase Notice on which the Repurchase Price is to be determined,
which such date must be after the date of delivery of the Repurchase Notice and
on or before the end of the Repurchase Period; provided that (I) if
establishing a Pricing Date in that period would adversely affect the
accounting treatment of the award of Options, the Pricing Date may be any time
before the tenth  business day after the
first date on which the Pricing Date can be set without such change in
accounting treatment and (II) if the Pricing Date (or words of similar
import) is a later date with respect to any other Shares acquired by the
Participant (or the Participant’s permitted transferees) pursuant to an
incentive equity award, the Pricing Date may be the same date as is permitted
with respect to such Shares, and (D) the “Repurchase Closing Date”
is the date set forth in the Repurchase Notice, which in any event must be
within 30 days of the Pricing Date.  The
Company will pay for the Option Shares to be purchased by it pursuant to the
Repurchase Option by, at its option, (i) a check or wire transfer of
funds, (ii) the issuance of a subordinated promissory note of Company,
which may or may not bear interest at a per annum rate determined by the
Company in its sole discretion, and with a maturity date of the date of a
Change in Control or such other date as determined by the Company, or (iii) any
combination of (i) and (ii) as the Company may elect in its
discretion.  The Company will be entitled
to receive customary representations and warranties from the Participant
regarding such sale and to require that all sellers’ signatures be guaranteed.


 


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(b)                                 Deferral of Repurchase. 
Notwithstanding anything to the contrary contained in this Agreement,
all repurchases of Option Shares by the Company pursuant to the Repurchase
Option shall be subject to applicable restrictions contained in any governing
corporate, partnership or limited liability company law, and in the Company’s
and its Subsidiaries’ debt and equity financing agreements.  If any such restrictions prohibit (i) the
repurchase of Option Shares hereunder which the Company is otherwise entitled
or required to make or (ii) dividends or other transfers of funds from one
or more Subsidiaries to the Company to enable such repurchases, the period
during which the Company may repurchase such Option Shares shall be tolled
until such restriction no longer applies (the “Tolling Period”).  In such case, the period during which the
Company may deliver a Repurchase Notice shall end on the later of the end of
the period specified in Section 10(a) above and the 60th day
following the end of the Tolling Period and the Pricing Date shall be a date
that occurs after the delivery of the Repurchase Notice and before the end of
the period during which such Repurchase Notice may be delivered under this Section 10(b) or,
if later, a date otherwise permitted by Section 10(a)(C).    In the event a Public Offering occurs
during the Tolling Period and prior to the date the Option Shares are actually
repurchased pursuant to this Section 10(b), the Company’s
repurchase right hereunder shall expire.


 


11.                                 Entire
Agreement; Amendment.  This
Agreement, together with the Plan contains the entire agreement between the
parties hereto with respect to the subject matter contained herein, and
supersedes all prior agreements or prior understandings, whether written or
oral, between the parties relating to such subject matter.  The Company shall have the right, in its sole
discretion, to modify or amend this Agreement from time to time in accordance
with and as provided in the Plan.  The
Company shall give written notice to the Participant of any such modification
or amendment of this Agreement as soon as practicable after the adoption
thereof.  This Agreement may also be
modified or amended by a writing signed by both the Company and the
Participant.


 


12.                                 Acknowledgment
of Participant.  This award
of Options does not entitle Participant to any benefit other than that granted
under this Agreement.  Any benefits
granted under this Agreement are not part of the Participant’s ordinary salary,
and shall not be considered as part of such salary in the event of severance,
redundancy or resignation.


 


13.                                 Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware,
without reference to the principles of conflict of laws thereof.


 


14.                                 Withholding
of Tax.


 


(a)                                  Except as provided in Section 14(b), as a condition to the
distribution of Option Shares to the Participant, the Participant shall be
required to pay in cash, or to make other arrangements satisfactory to the
Company (including, without limitation, authorizing withholding from payroll
and any other amounts payable to the Participant), an amount sufficient to satisfy any federal, provincial, state, local
and foreign taxes of any kind (including, but not limited to, the Participant’s
FICA and SDI obligations) which the Company, in its sole discretion, deems
necessary to comply with the Code and/or any other applicable law, rule or



 


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regulation with respect to the Option.  The Option shall not be deemed exercised
until the tax withholding obligations of the Participant and the Company are
satisfied.


 


(b)                                 The Company may in its sole discretion deduct or withhold Option Shares
having a Fair Market Value equal to the minimum amount required to be withheld
to satisfy any federal, state, local and foreign taxes of any kind (including,
but not limited to, the Participant’s FICA and SDI obligations) which the
Company, in its sole discretion, deems necessary to comply with the Code and/or
any other applicable law, rule or regulation with respect to this Option.


 


15.                                 No Right to
Employment.  Any
questions as to whether and when there has been a termination of such
employment and the cause of such termination shall be determined in the sole
discretion of the Company.  Nothing in
this Agreement shall interfere with or limit in any way the right of the
Company to terminate the Participant’s employment or service at any time, for
any reason and with or without cause.


 


16.                                 Notices.  Any Exercise Notice or other notice which may
be required or permitted under this Agreement shall be in writing, and shall be
delivered in person or via facsimile transmission, overnight courier service or
certified mail, return receipt requested, postage prepaid, properly addressed
as follows:


 


(a)                                  If such notice is to the Company, to the attention of the General
Counsel and the Treasurer of the Company or at such other address as the
Company, by notice to the Participant, shall designate in writing from time to
time.


 


(b)                                 If such notice is to the Participant, at his/her address as shown on
the Company’s records, or at such other address as the Participant, by notice
to the Company, shall designate in writing from time to time.


 


17.                                 Compliance
with Laws.  The
issuance of the Option Shares upon exercise of this Option pursuant to this
Agreement shall be subject to, and shall comply with, any applicable
requirements of any foreign and U.S. federal and state securities laws, rules and
regulations (including, without limitation, the provisions of the Securities
Act of 1933, as amended, the 1934 Act and in each case any respective rules and
regulations promulgated thereunder) and any other law or regulation applicable
thereto.  The Company shall not be
obligated to issue this Option or any of the Option Shares pursuant to this
Agreement if any such issuance would (i) violate any such requirements, (ii) violate
the terms of the Company’s Stockholders Agreement dated as of February 19,
2010, as may be amended from time to time, (iii) violate the terms of the
Company’s Registration Rights Agreement dated as of February 19, 2010, as
may be amended from time to time, or (iv) prior to a Public Offering,
after giving effect to the conversion, exercise or exchange of all warrants,
units, rights, options or other securities exchangeable or exercisable for, or
convertible into, common stock of the Company, result in the Company becoming
subject to the reporting requirements of the 1934 Act.  In the event that any of the foregoing
applies, any Option Shares that would otherwise have been delivered shall be
delivered on the earlier of (i) the first date such limitation no longer
applies and (ii) the last date such Option Shares may be delivered without
violating Code Section 409A.


 


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18.                                 Binding
Agreement; Assignment.  This
Agreement shall inure to the benefit of, be binding upon, and be enforceable by
the Company and its successors and assigns. 
The Participant may not assign (except as provided by Section 9
hereof) any part of this Agreement without the prior express written consent of
the Company.


 


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


 


20.                                 Headings.  The titles and headings of the various
sections of this Agreement have been inserted for convenience of reference only
and shall not be deemed to be a part of this Agreement.


 


21.                                 Further
Assurances.  Each party
hereto shall do and perform (or shall cause to be done and performed) all such
further acts and shall execute and deliver all such other agreements,
certificates, instruments and documents as either party hereto reasonably may
request in order to carry out the intent and accomplish the purposes of this
Agreement and the Plan and the consummation of the transactions contemplated
thereunder.


 


22.                                 Severability.  The invalidity or unenforceability of any
provisions of this Agreement, including, without limitation Section 7,
in any jurisdiction shall not affect the validity, legality or enforceability
of the remainder of this Agreement in such jurisdiction or the validity,
legality or enforceability of any provision of this Agreement in any other
jurisdiction, it being intended that all rights and obligations of the parties
hereunder shall be enforceable to the fullest extent permitted by law.


 


23.                                 Definitions.  Any capitalized term not
defined in this Agreement shall have the same meaning as is ascribed thereto in
the Plan.  For purposes of this
Agreement, the following words and phrases shall have the following meanings,
unless a different meaning is plainly required by the context:


 


(a)                                  “Cause” has the meaning given such term
in the Plan.


 


(b)                                 “Confidential Information” means all non-public information
concerning trade secrets, know-how, software, developments, inventions,
processes, technology, designs, financial data, strategic business plans or any
proprietary or confidential information, documents or materials in any form or
media, including any of the foregoing relating to research, operations,
finances, current and proposed products and services, vendors, customers,
advertising and marketing, and other non-public, proprietary, and confidential
information of the Company or its Affiliates. 
Notwithstanding anything to the contrary contained herein, the general
skills, knowledge and experience gained during the Participant’s employment
with the Company and its Affiliates, information publicly available or
generally known within the industry or trade in which the Company and its
Affiliates compete and information or knowledge possessed by the Participant
prior to his/her employment by the Company or its Affiliates, shall not be
considered Confidential Information.


 


(c)                                  “Good Reason” means, with respect to
the Participant’s Termination from and after the date hereof, the following: (i) in
the case where there is no employment agreement, 


 


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consulting agreement,
change in control agreement, severance agreement or plan or similar agreement
in effect between the Company or an Affiliate and the Participant at the time
of termination of employment (or where there is such an agreement but it does
not define “good reason” (or words of like import)), termination due to: (a) the
Participant’s refusal to accept a relocation of Participant’s primary work
location by more than fifty (50) miles from its then current location; or (b) the
Participant’s refusal to accept a position with lower salary offered by the
Company, or by a successor company as a result of the full or partial sale or
divestiture of the Participant’s unit, or (ii) in the case where there is
an employment agreement, consulting agreement, change in control agreement,
severance agreement or plan or similar agreement in effect between the Company
or an Affiliate and the Participant at the time of termination of employment
that defines “good reason” (or words of like import), “good reason” as defined
under such agreement.


 


(d)                                 “Non-Solicit Period” means the period
commencing on the Grant Date and ending twelve (12) months after the
Participant’s date of termination of employment.


 


(e)                                  “Public Offering” means an event in
connection with which (i) the Company becomes a reporting company under
the 1934 Act and (ii) the Shares become listed for trading on a nationally
recognized securities exchange.


 


[Remainder of Page Intentionally Left Blank]


 


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


 


	
   

  	
  RDA HOLDING CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
  Social
  Security Number: