(INCLUDING, THE NEGOTIATION
AND PREPARATION OF THE PRE-EMERGENCE AND POST-EMERGENCE TERM SHEETS) IN
ACCORDANCE WITH THE COMPANY'S EXPENSE REIMBURSEMENT POLICIES, AND THE EXECUTIVE
SHALL RECEIVE A GROSS-UP PAYMENT FOR ANY INCOME TAX EXECUTIVE INCURS IN
CONNECTION WITH SUCH PAYMENT OR REIMBURSEMENT AND THE GROSS-UP.
(G)
REIMBURSEMENT OF BUSINESS AND OTHER
EXPENSES. DURING THE TERM OF EMPLOYMENT, EXECUTIVE IS AUTHORIZED TO INCUR
REASONABLE EXPENSES, INCLUDING, WITHOUT LIMITATION, EXPENSES FOR TRAVEL,
ENTERTAINMENT AND OTHER ORDINARY AND NECESSARY ACTIVITIES, IN CARRYING OUT HIS
DUTIES AND RESPONSIBILITIES UNDER THIS AGREEMENT, AND THE COMPANY SHALL PROMPTLY
REIMBURSE HIM FOR ALL SUCH EXPENSES SUBJECT TO DOCUMENTATION AND SUBJECT TO THE
EXPENSE REIMBURSEMENT POLICIES OF THE COMPANY RELATING TO EXPENSE REIMBURSEMENT.
5.
EQUITY ARRANGEMENTS.
(A)
EQUITY AWARDS.
ON THE EFFECTIVE DATE, THE
COMPANY WILL GRANT THE FOLLOWING EQUITY AWARDS TO EXECUTIVE:
(I) STOCK OPTIONS
TO PURCHASE 128,250 SHARES OF THE COMPANY'S COMMON STOCK (THE "COMMON STOCK")
(THE "OPTIONS"), (II) 42,750 RESTRICTED SHARES OF COMMON STOCK (THE "RESTRICTED
STOCK") AND (III) 128,250 RESTRICTED STOCK UNITS (THE "RSUS," AND TOGETHER WITH
THE OPTIONS AND THE RESTRICTED STOCK, THE "EQUITY AWARDS").
THE EQUITY AWARDS
SHALL BE GRANTED PURSUANT TO THE COMPANY'S 2010 EQUITY INCENTIVE PLAN (THE
"INCENTIVE PLAN").
THE COMPANY WILL TAKE SUCH ACTIONS AS ARE NECESSARY TO
PROVIDE THAT ON, OR AS SOON AS REASONABLY PRACTICABLE FOLLOWING, THE EFFECTIVE
DATE, BUT IN NO EVENT LATER THAN NINETY (90) DAYS FOLLOWING THE EFFECTIVE DATE,
THE SHARES OF COMMON STOCK AVAILABLE FOR AWARDS UNDER THE INCENTIVE PLAN,
INCLUDING UNDER THE EQUITY AWARDS, ARE FULLY REGISTERED FOR RESALE ON A FORM S-8
OR TO THE EXTENT OTHERWISE SO REGISTERED IN CONNECTION WITH THE GENERAL
REGISTRATION OF COMMON STOCK.
IN THE EVENT SUCH REGISTRATION OCCURS FOLLOWING
THE EFFECTIVE DATE IT SHALL INCLUDE A RESALE PROSPECTUS WITH REGARD TO THE
RESTRICTED STOCK.
(B)
VESTING.
(I)
TIME-BASED VESTING. THE OPTIONS AND TWO
THIRDS OF THE RSUS SHALL VEST 25% ON THE EFFECTIVE DATE, 25% ON EACH OF THE
FIRST TWO ANNIVERSARIES OF THE EFFECTIVE DATE AND 25% ON DECEMBER 31, 2012, THE
RESTRICTED STOCK SHALL VEST 50% ON THE EFFECTIVE DATE AND 50% ON THE FIRST
ANNIVERSARY THEREOF AND THE REMAINING RSUS SHALL VEST 50% ON THE SECOND
ANNIVERSARY OF THE EFFECTIVE DATE AND 50% ON DECEMBER 31, 2012, SUBJECT IN ALL
CASES TO EXECUTIVE'S CONTINUING EMPLOYMENT WITH THE COMPANY ON SUCH DATES.
(II)
ACCELERATED VESTING.
NOTWITHSTANDING THE
FOREGOING, IN THE EVENT OF (A) A CHANGE IN CONTROL (AS DEFINED BELOW) OF THE
COMPANY, THEN 100% OF THE EQUITY AWARDS SHALL VEST, AND THE OPTIONS WILL REMAIN
EXERCISABLE FOR THE REMAINDER OF THE OPTION TERM (AS DEFINED BELOW), OR (B) A
TERMINATION OF EXECUTIVE'S EMPLOYMENT BY THE COMPANY WITHOUT CAUSE (AS DEFINED
BELOW), OR EXECUTIVE'S RESIGNATION WITH GOOD REASON (AS DEFINED BELOW), THEN
100% OF THE EQUITY AWARDS SHALL VEST, AND THE OPTIONS WILL REMAIN EXERCISABLE
FOR THE APPLICABLE PERIOD SET FORTH IN SECTION 8(D)(III).
(C)
OPTIONS.
THE OPTIONS WILL HAVE THE
FOLLOWING TERMS:
3
(I)
EXERCISE PRICE.
THE EXERCISE PRICE OF
EACH SHARE