BE SO EXTENDED.
THE PERIOD DURING WHICH
THE EXECUTIVE IS EMPLOYED PURSUANT TO THIS AGREEMENT SHALL BE REFERRED TO AS THE
"EMPLOYMENT PERIOD."
(B)
POSITION AND RESPONSIBILITIES.
DURING THE EMPLOYMENT PERIOD, THE
EXECUTIVE SHALL SERVE AS A SENIOR VICE PRESIDENT OF THE COMPANY OR IN A
COMPARABLY TITLED POSITION.
THE EXECUTIVE SHALL HAVE SUCH DUTIES AND
RESPONSIBILITIES AS ARE CUSTOMARILY ASSIGNED TO INDIVIDUALS SERVING IN SUCH
POSITION, AND SUCH OTHER DUTIES CONSISTENT WITH THE EXECUTIVE'S TITLE AND
POSITION AS THE COMPANY SPECIFIES FROM TIME TO TIME.
(C)
BUSINESS TIME.
DURING THE EMPLOYMENT PERIOD, THE EXECUTIVE AGREES TO
DEVOTE HIS FULL ATTENTION DURING NORMAL BUSINESS HOURS TO THE BUSINESS AND
AFFAIRS OF THE COMPANY AND TO USE HIS BEST EFFORTS TO PERFORM FAITHFULLY AND
EFFICIENTLY THE RESPONSIBILITIES ASSIGNED TO HIM HEREUNDER, TO THE EXTENT
NECESSARY TO DISCHARGE SUCH RESPONSIBILITIES, EXCEPT FOR PERIODS OF VACATION,
SICK LEAVE AND OTHER TIME OFF TO WHICH HE IS ENTITLED AND OTHER ACTIVITIES
SPECIFICALLY APPROVED BY THE COMPANY.
3.
COMPENSATION.
(A)
BASE SALARY.
AS COMPENSATION FOR THE SERVICES TO BE
PERFORMED BY THE EXECUTIVE DURING THE EMPLOYMENT PERIOD, THE COMPANY SHALL PAY
THE EXECUTIVE A BASE SALARY AT THE ANNUALIZED RATE AS IN EFFECT ON THE DATE
HEREOF, PAYABLE IN INSTALLMENTS ON THE COMPANY'S REGULAR PAYROLL DATES (BUT NO
LESS FREQUENTLY THAN MONTHLY); PROVIDED, HOWEVER, THAT SUCH BASE SALARY SHALL BE
SUBJECT TO DECREASE IN ACCORDANCE WITH BROAD-BASED EMPLOYEE SALARY REDUCTION
PROGRAMS INSTITUTED BY THE COMPANY FROM TIME TO TIME.
HOLDING'S BOARD (THE
"BOARD") SHALL REVIEW THE EXECUTIVE'S BASE SALARY ANNUALLY DURING THE EMPLOYMENT
PERIOD AND, IN ITS SOLE DISCRETION, MAY INCREASE SUCH BASE SALARY FROM TIME TO
TIME.
THE ANNUAL BASE SALARY PAYABLE TO THE EXECUTIVE UNDER THIS SECTION 3(A),
AS THE SAME MAY BE DECREASED OR INCREASED FROM TIME TO TIME, SHALL HEREINAFTER
BE REFERRED TO AS THE "BASE SALARY."
(B)
PERFORMANCE BONUS.
DURING THE EMPLOYMENT PERIOD, IN ADDITION TO THE BASE
SALARY, THE EXECUTIVE SHALL BE ELIGIBLE TO PARTICIPATE IN PERFORMANCE BONUS
PLANS THAT THE COMPANY PROVIDES TO OTHER SENIOR EXECUTIVES FROM TIME TO TIME.
4.
EQUITY ARRANGEMENTS.
ON THE EFFECTIVE DATE, THE EXECUTIVE IS ACQUIRING
EQUITY SECURITIES OF HOLDING ON THE TERMS AND CONDITIONS SET FORTH IN (I) THE
TERMS OF THE HOLDING STOCK INCENTIVE PLAN ADOPTED ON JUNE 30, 2003 (AS AMENDED
FROM TIME TO TIME, THE "STOCK INCENTIVE PLAN"), (II) A RESTRICTED STOCK
SUBSCRIPTION AGREEMENT TO BE ENTERED INTO BY THE
2
EXECUTIVE AND HOLDING, (III) THE STOCKHOLDERS' AGREEMENT (AS AMENDED FROM TIME
TO TIME, THE "STOCKHOLDERS AGREEMENT") ENTERED INTO ON JUNE 30, 2003 BY
CITIGROUP VENTURE CAPITAL EQUITY PARTNERS, L.P., A LIMITED PARTNERSHIP ORGANIZED
UNDER THE LAWS OF DELAWARE ("CVC"), ONTARIO TEACHERS' PENSION PLAN BOARD, A
CORPORATION WITHOUT SHARE CAPITAL ORGANIZED UNDER THE LAWS OF ONTARIO, CANADA
("OTPP"), AND CERTAIN OTHER STOCKHOLDERS AND (IV) A REGISTRATION RIGHTS
AGREEMENT ENTERED INTO ON JUNE 30, 2003 BY HOLDING, CVC, OTPP, AND CERTAIN
STOCKHOLDERS OF HOLDING, AS IT MAY BE AMENDED FROM TIME TO TIME.
COPIES OF SUCH
AGREEMENTS HAVE BEEN