FIFTY PERCENT
(50%) OF THE RETENTION BONUS ON JANUARY 1, 2009 (EACH, A "RETENTION DATE"),
SUBJECT TO FORFEITURE AND/OR REPAYMENT IF YOU DO NOT REMAIN EMPLOYED BY THE
COMPANY THROUGH JANUARY 1, 2009, AS DESCRIBED BELOW.
NOTWITHSTANDING THE FORGOING, IF YOUR EMPLOYMENT IS TERMINATED BY THE COMPANY
WITHOUT "CAUSE" (AS DEFINED IN YOUR EMPLOYMENT AGREEMENT WITH THE COMPANY, DATED
AS OF
("EMPLOYMENT AGREEMENT")) PRIOR TO JANUARY 1, 2009, YOU
WILL BE ENTITLED TO THE ENTIRE RETENTION BONUS.
4.
AMOUNT AND TIME OF PAYMENT OF RETENTION BONUS.
THE RETENTION
BONUS IS EQUAL TO $
.
RETENTION BONUS PAYMENTS, LESS ALL
APPLICABLE WITHHOLDING TAXES, WILL BE MADE WITHIN TEN (10) BUSINESS DAYS AFTER A
RETENTION DATE OR YOUR TERMINATION WITHOUT CAUSE, AS APPLICABLE.
5.
FORFEITURE OR REPAYMENT OF RETENTION BONUS.
NOTWITHSTANDING THE
FORGOING, IF YOUR EMPLOYMENT IS TERMINATED BY THE COMPANY FOR CAUSE PRIOR TO
JANUARY 1, 2010, YOU FORFEIT YOUR RIGHT TO RECEIVE ANY UNPAID RETENTION BONUS
PAYMENT AND, IF APPLICABLE, YOU MUST REPAY TO THE COMPANY, WITHIN 30 DAYS OF
YOUR TERMINATION FOR CAUSE, THE AMOUNT OF ANY RETENTION BONUS PAYMENT MADE TO
YOU.
6.
EFFECT OF RETENTION BONUS ON OTHER BENEFITS.
THE PAYMENT OF ANY
RETENTION BONUS WILL NOT ALTER YOUR ENTITLEMENT TO OR THE AMOUNT OF ANY
SEVERANCE OR OTHER PAYMENT YOU ARE ENTITLED TO UNDER ANY OTHER PLANS, POLICIES
OR ARRANGEMENTS OF THE COMPANY.
FOR PURPOSES OF CLARIFICATION AND WITHOUT
LIMITING THE PRECEDING SENTENCE, THE RETENTION BONUS SHALL NOT BE CONSIDERED
PART OF (I) YOUR BASE SALARY OR BONUS WHEN CALCULATING ANY SEVERANCE BENEFITS
WHICH MAY ACCRUE TO YOU PURSUANT TO THE TERMS OF YOUR CHANGE OF CONTROL
SEVERANCE AGREEMENT WITH THE COMPANY, DATED AS OF MAY 27, 2005, OR
(II) YOUR "BASE SALARY" (AS DEFINED IN YOUR EMPLOYMENT AGREEMENT), WHEN
CALCULATING ANY "BONUS" (AS DEFINED IN YOUR EMPLOYMENT AGREEMENT), WHICH MAY
ACCRUE TO YOU PURSUANT TO THE TERMS OF YOUR EMPLOYMENT AGREEMENT.
7.
CONFIDENTIALITY.
YOU ARE REQUIRED TO KEEP CONFIDENTIAL AND MAY
NOT DISCUSS WITH ANYONE (OTHER THAN YOUR SPOUSE, OR AS MAY BE REQUIRED BY LAW OR
ANY COURT ORDER, PROVIDED THEY ALSO KEEP CONFIDENTIAL) THE FACT THAT YOU HAVE
BEEN OFFERED A RETENTION BONUS OR ANY PROVISIONS OF THIS AGREEMENT, UNLESS YOU
RECEIVE PRIOR WRITTEN CONSENT FROM THE COMPANY.
IF YOU VIOLATE THIS
CONFIDENTIALITY REQUIREMENT, YOU WILL NOT RECEIVE ANY PORTION OF THE RETENTION
BONUS WHICH HAS NOT PAID TO YOU AND YOU MAY BE SUBJECT TO ADDITIONAL ACTION BY
THE COMPANY.
8.
OFFSET OF AMOUNTS OWED; WITHHOLDING.
THE COMPANY SHALL BE
ENTITLED TO DEDUCT OR WITHHOLD FROM ANY RETENTION BONUS PAYMENT MADE TO YOU ANY
AMOUNTS YOU OWE THE COMPANY OR ANY OF ITS AFFILIATES, AND ANY FEDERAL, STATE,
LOCAL OR FOREIGN TAXES IMPOSED WITH RESPECT TO YOUR COMPENSATION OR OTHER
PAYMENTS FROM THE COMPANY OR ANY OF ITS AFFILIATES.
9.
NO CHANGE IN LEGAL EMPLOYMENT STATUS.
THIS AGREEMENT AND THE
RETENTION BONUS ARE NOT A CONTRACT OR GUARANTEE OF EMPLOYMENT WITH THE COMPANY
AND THEY ARE NOT INTENDED TO CHANGE IN