SUCH EXECUTIVE'S LIFE, BEEN A
CITIZEN OF THE UNITED STATES OF AMERICA OR IS A NATURALIZED CITIZEN OF THE
UNITED STATES;
1
(II)
IF THE SHARES OF EXECUTIVE STOCK ARE HELD IN THE NAME OF A TRUST,
THE TRUSTEE AND EACH BENEFICIARY OF SUCH TRUST WAS BORN IN THE UNITED STATES OF
AMERICA AND HAS AT ALL TIMES DURING SUCH EXECUTIVE'S LIFE, BEEN A CITIZEN OF THE
UNITED STATES OF AMERICA;
(III)
SUCH EXECUTIVE HAS REVIEWED, OR HAS HAD AN OPPORTUNITY TO REVIEW,
THE FOLLOWING DOCUMENTS:
(A) THE COMPANY'S CERTIFICATE OF INCORPORATION AND
BY-LAWS, AND ANY AMENDMENT OR RESTATEMENT THERETO; (B) THE COMPANY'S PUBLIC
SECURITIES LAW FILINGS, (C) THE PROXY STATEMENT AND PROSPECTUS SENT BY THE BUYER
TO ITS SHAREHOLDERS ON DECEMBER 14, 2006, AND (D) THE MERGER AGREEMENT; AND
(IV)
THIS AGREEMENT CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION
OF SUCH EXECUTIVE, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, AND THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY SUCH EXECUTIVE DO NOT AND WILL NOT
CONFLICT WITH, VIOLATE OR CAUSE A BREACH OF ANY AGREEMENT, CONTRACT OR
INSTRUMENT TO WHICH SUCH EXECUTIVE IS A PARTY OR ANY JUDGMENT, ORDER OR DECREE
TO WHICH SUCH EXECUTIVE IS SUBJECT.
(B)
AS AN INDUCEMENT TO THE COMPANY TO ISSUE EXECUTIVE STOCK HEREUNDER TO EACH
EXECUTIVE, AND AS A CONDITION THERETO, EACH SUCH EXECUTIVE ACKNOWLEDGES AND
AGREES THAT:
(I)
NEITHER THE ISSUANCE OF THE EXECUTIVE STOCK HEREUNDER TO SUCH
EXECUTIVE NOR ANY PROVISION CONTAINED HEREIN SHALL ENTITLE SUCH EXECUTIVE TO
REMAIN IN THE EMPLOYMENT OF THE COMPANY OR ITS SUBSIDIARIES OR AFFECT THE RIGHT
OF THE COMPANY TO TERMINATE SUCH EXECUTIVE'S EMPLOYMENT AT ANY TIME; AND
(II)
THE COMPANY SHALL HAVE NO DUTY OR OBLIGATION TO DISCLOSE TO SUCH
EXECUTIVE, AND SUCH EXECUTIVE SHALL HAVE NO RIGHT TO BE ADVISED OF, ANY MATERIAL
INFORMATION REGARDING THE COMPANY AND ITS SUBSIDIARIES AT ANY TIME PRIOR TO,
UPON OR IN CONNECTION WITH THE REPURCHASE OF UNVESTED SHARES UPON THE
TERMINATION OF SUCH EXECUTIVE'S EMPLOYMENT WITH THE COMPANY AND ITS
SUBSIDIARIES, THE TRANSFER OF EXECUTIVE STOCK PURSUANT TO THIS AGREEMENT, OR AS
OTHERWISE PROVIDED HEREUNDER.
3.
VESTING OF EXECUTIVE STOCK.
(A)
EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 3, 60% OF EACH EXECUTIVE'S
EXECUTIVE STOCK SHALL NOT BE SUBJECT TO VESTING (THE "VESTED SHARES") AND 40% OF
EACH EXECUTIVE'S EXECUTIVE STOCK (THE "VESTING SHARES") SHALL BECOME VESTED IN
ACCORDANCE WITH THE FOLLOWING SCHEDULE, IF AS OF EACH SUCH DATE SUCH EXECUTIVE
IS AND HAS CONTINUED TO BE EMPLOYED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES:
2
Vesting Date
Cumulative Percentage of
Vesting Shares Vested
December 22, 2007
50
%
December 22, 2008
100
%
(B)
VESTING SHARES WHICH HAVE BECOME VESTED ARE THEREAFTER REFERRED TO HEREIN
AS "VESTED SHARES," AND ALL OTHER VESTING SHARES ARE REFERRED TO HEREIN AS
"UNVESTED SHARES."
IF ANY EXECUTIVE CEASES TO BE EMPLOYED BY THE COMPANY OR ITS
SUBSIDIARIES ON ANY DATE OTHER THAN ANY VESTING DATE SET FORTH ABOVE PRIOR TO
DECEMBER 22, 2008, THE CUMULATIVE PERCENTAGE