THIS SECTION 4(A) (AND THE BONUS PLAN) ONLY IF EXECUTIVE
IS EMPLOYED ON THE LAST DAY OF SUCH FISCAL YEAR.
BONUSES, IF ANY, TO SENIOR
EXECUTIVES SHALL BE PAID NO LATER THAN 2 1⁄2 MONTHS AFTER THE END OF THE RELEVANT
FISCAL YEAR.
(B)
MANAGEMENT BONUS POOL.
DURING THE EMPLOYMENT PERIOD, IN ADDITION
TO THE ANNUAL CASH BONUS SET FORTH IN SECTION 4(A), EXECUTIVE SHALL BE ENTITLED
TO PARTICIPATE IN THE BONUS POOL TO BE ESTABLISHED AS PROVIDED IN THE
SECURITYHOLDERS AGREEMENT TO BE ENTERED INTO AMONG THE COMPANY AND ITS
SHAREHOLDERS UPON CONSUMMATION OF THE MERGER (THE "SECURITYHOLDERS AGREEMENT")
AND SHALL BE ALLOCATED AND AWARDED SUCH CASH BONUS OPPORTUNITIES AS MAY BE
APPROVED FROM TIME TO TIME BY THE COMMITTEE AND SUBJECT TO THE TERMS AND
PROVISIONS OF SUCH BONUS POOL.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT OR THE SECURITYHOLDERS AGREEMENT AND EXCEPT AS SET
FORTH IN SECTION 7(E)(I) OR SECTION 7(E)(III), EXECUTIVE SHALL BE ENTITLED TO
RECEIVE A BONUS PURSUANT TO THIS SECTION 4(B) ONLY IF EXECUTIVE IS EMPLOYED BY
THE COMPANY ON THE LAST DAY OF THE PERIOD TO WHICH SUCH BONUS RELATES.
(C)
EQUITY.
IN CONNECTION WITH THE CLOSING (AS DEFINED IN THE MERGER
AGREEMENT), EXECUTIVE SHALL BECOME A PARTY TO THE EXCHANGE AGREEMENT (AS DEFINED
IN THE MERGER AGREEMENT) AND, IN CONNECTION THEREWITH, SHALL ACQUIRE ONE OR MORE
SHARES OF STOCK OF THE COMPANY, WHICH SHALL BE ISSUED PURSUANT TO, AND IN
ACCORDANCE WITH, SUCH EXCHANGE AGREEMENT AND THE MERGER AGREEMENT.
EXECUTIVE
SHALL ALSO BE ENTITLED TO RECEIVE A GRANT OF SERIES E AND SERIES F COMMON STOCK
OF THE COMPANY AS DESCRIBED IN THE PRINCIPAL'S AGREEMENT, DATED AS OF JULY 28,
2005, AS AMENDED, AMONG THE COMPANY, SIDNEY R. KNAFEL, EXECUTIVE, CARLYLE
PARTNERS III TELECOMMUNICATIONS, L.P., CARLYLE PARTNERS IV TELECOMMUNICATIONS,
L.P., CP III COINVESTMENT, L.P. AND CP IV COINVESTMENT, L.P. (THE "PRINCIPAL'S
AGREEMENT").
THE SUBSCRIPTION AGREEMENTS RELATING TO THE GRANTS OF SUCH STOCK
(AND/OR THE RELATED BENEFIT PLAN) SHALL PROVIDE, AMONG OTHER
3
MATTERS, THAT (I) WITH RESPECT TO GRANTS OF SERIES F COMMON STOCK AND GRANTS OF
SERIES E COMMON STOCK WITH A PARTICIPATION LEVEL OF $11.75 PER SHARE, 10% OF THE
SHARES ISSUED TO EXECUTIVE SHALL VEST IMMEDIATELY UPON ISSUANCE, 20% SHALL VEST
AT THE END OF EACH OF THE FOUR YEARS FOLLOWING THE COMMENCEMENT DATE, AND THE
REMAINING 10% SHALL VEST AT THE END OF THE FIFTH YEAR THE COMMENCEMENT DATE,
SUBJECT, IN EACH CASE, TO EXECUTIVE'S CONTINUED EMPLOYMENT THROUGH THE DATE OF
VESTING, (II) ALL UNVESTED SHARES OF SERIES E AND SERIES F COMMON STOCK ISSUED
TO THE EXECUTIVE SHALL VEST UPON THE CONSUMMATION OF A SALE OF THE COMPANY (AS
DEFINED IN THE RELEVANT BENEFIT PLAN DOCUMENT OR SUBSCRIPTION AGREEMENT) OR IN
THE EVENT THAT EXECUTIVE'S EMPLOYMENT TERMINATES DUE TO EXECUTIVE'S DEATH OR IS
TERMINATED BY THE COMPANY DUE TO EXECUTIVE'S DISABILITY (AS HEREINAFTER
DEFINED), (III) UPON A TERMINATION OF EXECUTIVE'S EMPLOYMENT BY THE COMPANY
WITHOUT CAUSE (AS HEREINAFTER DEFINED) OR BY THE EXECUTIVE FOR