BONUSES UNDER THE PROGRAM. SUBJECT TO COURT APPROVAL, THE MAXIMUM
AGGREGATE AMOUNT OF THE SETTLEMENT PROCEEDS WITH RESPECT TO WHICH BONUSES MAY BE
GRANTED UNDER THIS PROGRAM SHALL BE $1,000,000 IN CASH (THE "BONUS POOL").
ANY
AMOUNT OF THE BONUS POOL GRANTED PURSUANT TO THIS PROGRAM OR A RETENTION AWARD
AGREEMENT THAT IS FORFEITED OR CANCELED SHALL BE DEEMED NOT TO HAVE BEEN GRANTED
FOR PURPOSES OF DETERMINING THE MAXIMUM AGGREGATE AMOUNT THAT MAY BE PAID UNDER
THE PROGRAM AND SHALL AGAIN BE AVAILABLE FOR BONUS GRANTS UNDER THE PROGRAM.
NOTWITHSTANDING ANY PROVISION OF THIS PROGRAM OR ANY RETENTION AWARD AGREEMENT
TO THE CONTRARY, NO BONUS OR ANY OTHER AMOUNT SHALL BE PAID TO ANY EMPLOYEE
UNDER THE PROGRAM OR ANY RETENTION AWARD AGREEMENT UNLESS AND UNTIL THE
EFFECTIVE TIME OF SETTLEMENT AND DISTRIBUTION OF THE SETTLEMENT PROCEEDS.
5.
ELIGIBILITY.
BONUSES MAY ONLY BE GRANTED TO EMPLOYEES OF THE
COMPANY. THE SPECIAL COMMITTEE IN ITS SOLE DISCRETION SHALL SELECT THE
RECIPIENTS OF BONUSES.
AN EMPLOYEE MAY BE GRANTED MORE THAN ONE BONUS UNDER THE
PROGRAM, AND BONUSES MAY BE GRANTED AT ANY TIME OR TIMES DURING THE TERM OF THE
PROGRAM.
THE GRANT OF A BONUS TO AN EMPLOYEE SHALL NOT BE DEEMED EITHER TO
ENTITLE THAT INDIVIDUAL TO, OR TO DISQUALIFY THAT INDIVIDUAL FROM, PARTICIPATION
IN ANY OTHER GRANT OF BONUSES UNDER THE PROGRAM OR ANY OTHER EMPLOYEE BENEFIT
GIVEN BY THE COMPANY.
6.
TERMS AND CONDITIONS OF BONUSES.
THE SPECIAL COMMITTEE SHALL
DETERMINE FROM TIME TO TIME AND IN ITS SOLE DISCRETION THE PROVISIONS, TERMS AND
CONDITIONS OF EACH BONUS, INCLUDING, BUT NOT LIMITED TO, THE AMOUNT OF EACH
BONUS, EMPLOYMENT REQUIREMENTS, TERMINATION OF EMPLOYMENT PROVISIONS, AND ALL
OTHER TERMS AND CONDITIONS, SUBJECT TO THE FOLLOWING:
(A)
FORM OF RETENTION AWARD AGREEMENT.
EACH BONUS GRANTED UNDER THIS
PROGRAM SHALL BE EVIDENCED BY A WRITTEN RETENTION AWARD AGREEMENT IN SUCH FORM
(WHICH NEED NOT BE THE SAME FOR EACH EMPLOYEE) AS THE SPECIAL COMMITTEE
APPROVES, BUT WHICH IS CONSISTENT WITH THIS PROGRAM.
(B)
DATE OF BONUS.
THE INITIAL DATE OF GRANT OF ALL BONUSES UNDER
THIS PROGRAM WILL BE AS OF DECEMBER 31, 2005.
THEREAFTER, THE DATE OF ANY GRANT
OF A BONUS UNDER THIS PROGRAM WILL BE THE DATE ON WHICH THE SPECIAL COMMITTEE
MAKES THE DETERMINATION TO GRANT SUCH BONUS, UNLESS OTHERWISE SPECIFIED BY THE
SPECIAL COMMITTEE.
A RETENTION AWARD AGREEMENT EVIDENCING THE BONUS WILL BE
DELIVERED TO THE EMPLOYEE FOR HIS EXECUTION WITHIN A REASONABLE TIME AFTER THE
DATE OF GRANT OF A BONUS.
3
(C)
PAYMENT.
ALL BONUSES GRANTED UNDER THE PROGRAM ARE PART OF THE
SETTLEMENT PROCEEDS TO BE OBTAINED BY THE COMPANY PURSUANT TO THE SETTLEMENT
AGREEMENT.
NO BONUSES WILL BE PAID UNLESS THE SETTLEMENT AGREEMENT OBTAINS
COURT APPROVAL AND UNTIL THE EFFECTIVE TIME OF SETTLEMENT AND DISTRIBUTION OF
THE SETTLEMENT PROCEEDS.
(D)
EMPLOYMENT.
NOTHING IN THIS PROGRAM, ANY RETENTION AWARD
AGREEMENT OR ANY BONUS ALTERS THE EMPLOYMENT AT-WILL RELATIONSHIP BETWEEN THE
COMPANY AND ITS EMPLOYEES. THE COMPANY SHALL HAVE THE RIGHT