10, 2007, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION
THEREUNDER.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN
OTHER AGREEMENTS SET FORTH IN A SECOND AMENDED AND RESTATED SENIOR MANAGEMENT
AGREEMENT AMONG THE COMPANY AND AN EXECUTIVE OF THE COMPANY AND OTHER PARTIES,
DATED AS OF JANUARY 28, 2008, AS AMENDED.
A COPY OF SUCH AGREEMENT MAY BE
OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS
WITHOUT CHARGE."
(B)
OPINION OF COUNSEL.
NO HOLDER OF EXECUTIVE SECURITIES MAY TRANSFER ANY
EXECUTIVE SECURITIES (EXCEPT PURSUANT TO SECTION 3 OR 4(B) OF THIS AGREEMENT OR
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT) WITHOUT FIRST
DELIVERING TO THE COMPANY A WRITTEN NOTICE AT LEAST 10 DAYS PRIOR TO SUCH
TRANSFER DESCRIBING IN REASONABLE DETAIL THE PROPOSED TRANSFER, AND, IF
REQUESTED BY THE COMPANY PRIOR TO SUCH TRANSFER, AN OPINION OF COUNSEL
(REASONABLY ACCEPTABLE IN FORM AND SUBSTANCE TO THE COMPANY) THAT NEITHER
REGISTRATION NOR QUALIFICATION UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS IS REQUIRED IN CONNECTION WITH SUCH TRANSFER.
IN ADDITION, IF
THE HOLDER OF THE EXECUTIVE SECURITIES DELIVERS TO THE COMPANY AN OPINION OF
COUNSEL THAT NO SUBSEQUENT TRANSFER OF SUCH EXECUTIVE SECURITIES SHALL REQUIRE
REGISTRATION UNDER THE SECURITIES ACT, THE COMPANY SHALL PROMPTLY UPON SUCH
CONTEMPLATED TRANSFER DELIVER NEW CERTIFICATES FOR SUCH EXECUTIVE SECURITIES
THAT DO NOT BEAR THE SECURITIES ACT PORTION OF THE LEGEND SET FORTH IN
SECTION 5(A).
IF THE COMPANY IS NOT REQUIRED TO DELIVER NEW CERTIFICATES FOR
SUCH EXECUTIVE SECURITIES NOT BEARING SUCH LEGEND, THE HOLDER THEREOF SHALL NOT
TRANSFER THE SAME UNTIL THE PROSPECTIVE TRANSFEREE HAS CONFIRMED TO THE COMPANY
IN WRITING ITS AGREEMENT TO BE BOUND BY THE CONDITIONS CONTAINED IN THIS
SECTION 5.
9
PROVISIONS RELATING TO EMPLOYMENT
6.
EMPLOYMENT. EMPLOYER AGREES TO EMPLOY EXECUTIVE AND EXECUTIVE ACCEPTS
SUCH EMPLOYMENT FOR THE PERIOD BEGINNING AS OF THE DATE HEREOF AND ENDING UPON
HIS SEPARATION PURSUANT TO SECTION 6(C) HEREOF (THE "EMPLOYMENT PERIOD").
(A)
POSITION AND DUTIES.
(I)
DURING THE EMPLOYMENT PERIOD, EXECUTIVE SHALL SERVE AS THE
PRESIDENT AND CHIEF EXECUTIVE OFFICER OF EMPLOYER AND SHALL HAVE THE NORMAL
DUTIES, RESPONSIBILITIES AND AUTHORITY IMPLIED BY SUCH POSITION, INCLUDING,
WITHOUT LIMITATION, THE RESPONSIBILITIES ASSOCIATED WITH ALL ASPECTS OF THE
DAILY OPERATIONS OF EMPLOYER AND THE IDENTIFICATION, NEGOTIATION, COMPLETION AND
INTEGRATION OF ANY ACQUISITIONS MADE BY THE COMPANY, EMPLOYER OR THEIR
SUBSIDIARIES, SUBJECT TO THE POWER OF THE BOARD TO EXPAND OR LIMIT SUCH DUTIES,
RESPONSIBILITIES AND AUTHORITY AND TO OVERRIDE ACTIONS OF THE PRESIDENT AND
CHIEF EXECUTIVE OFFICER.
(II)
EXECUTIVE SHALL REPORT TO THE BOARD, AND EXECUTIVE SHALL DEVOTE
HIS REASONABLE EFFORTS AND HIS FULL BUSINESS TIME AND ATTENTION TO THE BUSINESS
AND AFFAIRS OF THE COMPANY, EMPLOYER AND THEIR SUBSIDIARIES; PROVIDED THAT IN NO
EVENT SHALL