CORPORATION SHALL
GRANT TO THE EXECUTIVE A RESTRICTED STOCK UNIT AWARD (THE "RSU AWARD").
FOUR
RESTRICTED STOCK UNITS ("UNITS") SHALL BE GRANTED SUBJECT TO THE AWARD FOR EACH
SHARE OF COMMON STOCK PURCHASED BY THE EXECUTIVE PURSUANT TO SECTION 3.4 AND THE
APPLICABLE STOCK PURCHASE AGREEMENT.
THE RSU AWARD SHALL BE SUBJECT TO VESTING,
AND TO THE OTHER TERMS AND CONDITIONS OF, A FORM OF RESTRICTED STOCK UNIT
AGREEMENT IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT C.
3.6
PERFORMANCE STOCK UNIT GRANT.
ON THE
EFFECTIVE DATE, THE CORPORATION SHALL GRANT TO THE EXECUTIVE A PERFORMANCE STOCK
AWARD ("PERFORMANCE STOCK UNIT AWARD") OF 100,000 UNITS.
THE PERFORMANCE STOCK
UNIT AWARD SHALL BE SUBJECT TO VESTING, AND THE OTHER TERMS AND CONDITIONS OF, A
FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENT IN SUBSTANTIALLY THE FORM
ATTACHED HERETO AS EXHIBIT D.
4
3.7
SECTION 280G GROSS-UP.
THE EXECUTIVE SHALL BE
COVERED BY THE TAX GROSS-UP PROVISIONS SET FORTH IN EXHIBIT E HERETO,
INCORPORATED HEREIN BY THIS REFERENCE.
3.8
Compensation Study.
Within ninety (90) days
of the Effective Date, the Corporation, at its own expense, will retain a
nationally known compensation expert or firm who or which will perform a
comprehensive study of the director and executive compensation arrangements,
including but not limited to retainer, salary, bonus, incentive equity awards
and pension arrangements, as applicable, at the Corporation and will compare
such arrangements with other software businesses or businesses that the expert
or firm determines are appropriate comparators.
The Board or Compensation
Committee will determine, in its sole discretion, what, if any, changes should
be made in the overall compensation packages of the directors or executives or
of any particular director or executive; provided, however, that in no event
shall any proposed or adopted change adversely affect the Executive's rights
under this Agreement without the written consent of the Executive.
3.9
New Board Members.
The Corporation agrees
that it will use its best efforts to cause during the six (6) month period
following the Effective Date at least three (3) individuals, who are not members
of the Board on the Effective Date, to be appointed to the Board, either as
replacements for current members of the Board or as additions to the current
Board.
The Corporation will thereafter use its best efforts to nominate such
individuals for election to the Board.
4.
Benefits.
4.1
RETIREMENT, WELFARE AND FRINGE BENEFITS.
DURING THE PERIOD OF EMPLOYMENT, THE EXECUTIVE SHALL BE ENTITLED TO PARTICIPATE
IN ALL EMPLOYEE PENSION AND WELFARE BENEFIT PLANS AND PROGRAMS, AND FRINGE
BENEFIT PLANS AND PROGRAMS, MADE AVAILABLE BY THE CORPORATION TO THE
CORPORATION'S SENIOR EXECUTIVES GENERALLY, IN ACCORDANCE WITH THE ELIGIBILITY
AND PARTICIPATION PROVISIONS OF SUCH PLANS AND AS SUCH PLANS OR PROGRAMS MAY BE
IN EFFECT FROM TIME TO TIME.
4.2
REIMBURSEMENT OF BUSINESS EXPENSES.
THE
EXECUTIVE IS AUTHORIZED TO INCUR REASONABLE EXPENSES IN CARRYING OUT THE
EXECUTIVE'S DUTIES FOR THE CORPORATION UNDER THIS AGREEMENT AND REIMBURSEMENT
FOR ALL REASONABLE BUSINESS EXPENSES THE EXECUTIVE INCURS DURING THE PERIOD OF