or
disability (as defined in Section 7).
(b)
Stock Options
(i)
Stock options that are unvested shall not vest upon the change in
control occurring in connection with the Merger Agreement.
(ii)
Stock options shall continue to vest in accordance with the
schedule based on the anniversary date or performance targets previously
provided to the Executive.
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(iii)
Unvested stock options shall not vest upon any termination of
employment (regardless of the reason therefor), except in the event of a
termination of employment: (A) by the Company without Cause or by the Executive
for Good Reason, provided that the Date of Termination is prior to the
expiration of the Second Year; or (B) by virtue of the Executive's death or
disability (as defined in Section 7).
The terms Cause and Good Reason shall have solely the meanings ascribed to such
terms in this Agreement.
26.
Termination of Merger Agreement
In the event that the Merger Agreement is terminated pursuant to Article 11
thereof, then this Agreement shall become null and void.
* * * *
Signature Page Follows
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
24/7 REAL MEDIA, INC.
By:
/s/ David J. Moore
Name:
David J. Moore
Title:
Chief Executive Officer
/s/ Jonathan Hsu
Jonathan Hsu
Exhibit A
GROSS PROFIT BONUS FOR 2007
Executive has a target gross profit bonus compensation of $200,000 ("Target
Gross Profit Bonus") during
calendar year 2007.
The quarterly gross profit
bonus ("Quarterly Gross Profit Bonus") will be determined by the following
formula:
Actual Company
Quarterly Gross Profit
Annual Company
Gross Profit Goal
X
Target Gross Profit Bonus
=
Quarterly Gross Profit Bonus
For
calendar year 2007, the Annual Company Gross Profit Goal equals
$92,994,741.
The Quarterly Gross Profit Bonus shall be paid quarterly, within
45 days after the end of each calendar quarter. The Executive shall not be
entitled to amounts in excess of 150% of the Target Gross Profit Bonus in the
aggregate for the 2007 calendar year.
EBITDA BONUS FOR 2007
Executive has a target EBITDA bonus compensation of $100,000 ("Target EBITDA
Bonus") during
calendar year 2007.
The annual EBITDA bonus ("Annual EBITDA
Bonus") will be determined by the following formula:
Actual Company
Annual EBITDA
Annual Company
EBITDA Goal
X
Target EBITDA Bonus
=
Annual EBITDA Bonus
For
calendar year 2007, the Annual Company EBITDA Goal equals $32,339,242.
EBITDA Percentage is defined as Actual Company Annual EBITDA divided by Annual
Company EBITDA Goal.
Notwithstanding the foregoing, (a) if the EBITDA
Percentage is above 120%, the Executive will be paid the Target EBITDA Bonus
multiplied by 120%, and (b) no Annual EBITDA Bonus will be paid if the EBITDA
Percentage is less than 80%.
The Annual EBITDA Bonus shall be paid annually.
All amounts set forth in this Exhibit A shall be determined by the Chief
Financial Officer of WPP Group plc (or his designee) (the "WPP CFO").
In the
absence of manifest error, any such determination approved