RESPECT OF EACH FISCAL YEAR DURING WHICH
EMPLOYEE REMAINS EMPLOYED BY THE COMPANY PURSUANT TO THIS AGREEMENT (THE "ANNUAL
BONUS").
THE TARGET ANNUAL BONUS FOR EACH FISCAL YEAR SHALL BE NOT LESS THAN
50% OF BASE SALARY (THE "TARGET BONUS").
EMPLOYEE'S ANNUAL BONUS FOR 2006 SHALL
BE $225,000, PRORATED BASED ON THE NUMBER OF DAYS WORKED IN THAT YEAR.
THE
ANNUAL BONUS SHALL BE PAID TO EMPLOYEE AT THE SAME TIME AS ANNUAL BONUSES ARE
GENERALLY PAYABLE TO OTHER SENIOR EXECUTIVES OF THE COMPANY, BUT IN NO EVENT
LATER THAN THE DATE WHICH IS TWO AND ONE-HALF (2 1⁄2) MONTHS FOLLOWING THE END OF
THE FISCAL YEAR TO WHICH SUCH ANNUAL BONUS RELATES.
(C)
RELOCATION.
SUBJECT TO THE SUBMISSION OF PROPERLY DOCUMENTED
RECEIPTS AND THE TERMS OF THE COMPANY'S RELOCATION PROGRAM, THE COMPANY SHALL
REIMBURSE EMPLOYEE FOR (I) CUSTOMARY CLOSING COSTS INCURRED BY EMPLOYEE IN
CONNECTION WITH THE SALE OF HIS RESIDENCE IN WISCONSIN (INCLUDING BROKERAGE
COMMISSIONS) AND HIS PURCHASE OF A NEW RESIDENCE IN COLORADO, IN EACH CASE
INCLUDING REASONABLE ATTORNEYS' FEES, (II) CUSTOMARY AND REASONABLE COSTS OF
MOVING EMPLOYEE AND HIS FAMILY, INCLUDING THEIR PERSONAL EFFECTS, TO THEIR NEW
RESIDENCE IN COLORADO, AND (III) CUSTOMARY AND REASONABLE COMMUTING AND
TEMPORARY LIVING EXPENSES FOR EMPLOYEE AND HIS FAMILY FOR UP TO SIX (6) MONTHS
FOLLOWING THE COMMENCEMENT DATE.
ALSO, TO THE EXTENT THAT ANY PAYMENTS OR
REIMBURSEMENTS DESCRIBED IN CLAUSES (I), (II) OR (III) OF THIS SECTION 4(C)
CAUSE EMPLOYEE TO INCUR ADDITIONAL TAXES ("ADDITIONAL TAXES"), UPON
SUBSTANTIATION OF THE AMOUNT OF SUCH ADDITIONAL TAXES, THE COMPANY SHALL PAY
EMPLOYEE AN ADDITIONAL "GROSS-UP" PAYMENT IN AN AMOUNT SUCH THAT, AFTER
REDUCTION BY ALL TAXES IMPOSED ON SUCH GROSS-UP PAYMENT, EMPLOYEE RETAINS AN
AMOUNT EQUAL TO THE ADDITIONAL TAXES.
(D)
OPTIONS.
AS OF THE COMMENCEMENT DATE, THE COMPANY SHALL GRANT
EMPLOYEE OPTIONS TO PURCHASE 700,000 SHARES OF COMMON STOCK OF THE COMPANY, AT
AN EXERCISE PRICE EQUAL TO THE FAIR MARKET VALUE (AS SUCH TERM IS DEFINED IN THE
PLAN) ON THE COMMENCEMENT DATE (THE "OPTIONS").
PROVIDED THAT EMPLOYEE IS
EMPLOYED BY THE COMPANY ON THE APPLICABLE VESTING DATE, THE OPTIONS SHALL VEST
AS TO 25% ON THE FIRST ANNIVERSARY AND THE REMAINDER SHALL VEST RATABLY OVER THE
THIRTY-SIX MONTH PERIOD THEREAFTER, AND SHALL OTHERWISE BE SUBJECT TO THE TERMS
AND CONDITIONS OF THE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO BETWEEN THE
PARTIES HERETO, CONTAINING CUSTOMARY TERMS FOR SIMILARLY SITUATED EMPLOYEES OF
THE COMPANY.
(E)
RESTRICTED STOCK.
AS OF THE COMMENCEMENT DATE, THE COMPANY SHALL
GRANT EMPLOYEE 300,000 SHARES OF RESTRICTED STOCK OF THE COMPANY (THE
"RESTRICTED STOCK").
75,000 SHARES OF RESTRICTED STOCK SHALL VEST ON EACH OF
THE FIRST FOUR ANNIVERSARIES OF THE COMMENCEMENT DATE, SUBJECT TO EMPLOYEE'S
CONTINUOUS EMPLOYMENT THROUGH SUCH VESTING DATES.
THE RESTRICTED STOCK SHALL BE
SUBJECT TO THE TERMS AND CONDITIONS OF THE PLAN AND A
6
RESTRICTED STOCK AGREEMENT ENTERED INTO BETWEEN THE PARTIES HERETO, CONTAINING
CUSTOMARY TERMS FOR SIMILARLY SITUATED EMPLOYEES OF THE COMPANY.
SECTION 5.
EMPLOYEE BENEFITS.
During Employee's