OPTION AWARD AGREEMENT, ALL OF WHICH
OPTIONS SHALL BE GRANTED AT AN EXERCISE PRICE EQUAL TO THE GREATER OF THE FAIR
MARKET VALUE (AS SUCH TERM IS DEFINED IN THE PLAN) PER SHARE ON THE DATE OF THE
GRANT OR (I) $3.00 PER SHARE FOR THE FIRST 100,000 OPTIONS, AND (II) $3.77 PER
SHARE FOR THE NEXT 40,000.
66,666 OF THE OPTIONS SHALL VEST ON THE FIRST
ANNIVERSARY OF THE GRANT DATE, 66,666 SHALL VEST ON THE SECOND ANNIVERSARY OF
THE GRANT DATE AND THE REMAINDER SHALL VEST ON THE THIRD ANNIVERSARY OF THE
GRANT DATE. AS SOON AS PERMITTED UNDER THE TERMS OF THE PLAN, BUT NO LATER THAN
OCTOBER 1, 2012, EXECUTIVE SHALL BE GRANTED OPTIONS TO PURCHASE AN ADDITIONAL
60,000 SHARES OF COMPANY COMMON STOCK (ALSO "OPTIONS") WITH AN EXERCISE PRICE
EQUAL TO THE GREATER OF THE FAIR MARKET VALUE PER SHARE ON THE DATE OF THE GRANT
OR $3.77 PER SHARE FOR THE FIRST 10,000 OPTIONS AND $5.31 PER SHARE FOR THE
FINAL 50,000 OPTIONS. THE 60,000 OPTIONS DESCRIBED IN THE PRECEDING SENTENCE
SHALL VEST ON THE THIRD ANNIVERSARY OF THE GRANT DATE.
3.
EXPENSES.
IN ACCORDANCE WITH COMPANY POLICY, THE COMPANY SHALL
REIMBURSE EXECUTIVE FOR ALL REASONABLE BUSINESS EXPENSES, INCLUDING BUT NOT
LIMITED TO REIMBURSEMENT FOR EXECUTIVE'S CELL PHONE AND HOME INTERNET BILLS
PROPERLY AND REASONABLY INCURRED AND PAID BY EXECUTIVE IN THE PERFORMANCE OF HIS
DUTIES UNDER THIS AGREEMENT UPON HIS PRESENTMENT AND PROPER APPROVAL OF DETAILED
RECEIPTS IN THE FORM REQUIRED BY THE COMPANY'S POLICY.
BEGINNING APRIL 1,
2012, FOR SO LONG AS THE COMPANY DOES NOT HAVE OFFICE SPACE AVAILABLE IN THE NEW
YORK METROPOLITAN AREA, THE COMPANY SHALL PAY FOR THE REASONABLE COSTS
ASSOCIATED WITH RENTING A SINGLE OFFICE SPACE IN NEW YORK CITY, IN A RENTAL
AMOUNT THAT SHALL NOT EXCEED $2,000 PER MONTH, PLUS OTHER REASONABLE COSTS,
INCLUDING BUT NOT LIMITED TO A PHONE LINE AND OFFICE SUPPLIES.
4.
BENEFITS.
(A)
VACATION.
EXECUTIVE SHALL BE ENTITLED TO FIFTEEN (15) DAYS
VACATION IN ACCORDANCE WITH THE COMPANY'S STANDARD VACATION POLICY EXTENDED TO
SENIOR EXECUTIVES OF THE COMPANY GENERALLY, AT LEVELS COMMENSURATE WITH
EXECUTIVE'S POSITION.
(B)
HEALTH INSURANCE AND OTHER PLANS.
EXECUTIVE SHALL BE ELIGIBLE TO
PARTICIPATE IN THE COMPANY'S MEDICAL, DENTAL, AND OTHER EMPLOYEE BENEFIT
PROGRAMS, IF ANY, THAT ARE PROVIDED BY THE COMPANY FOR ITS EMPLOYEES AND THEIR
FAMILIES GENERALLY, IN ACCORDANCE WITH THE PROVISIONS OF ANY SUCH PLANS, AS THE
SAME MAY BE IN EFFECT FROM TIME TO TIME.
5.
TERM.
THE TERMS SET FORTH IN THIS AGREEMENT WILL COMMENCE ON THE
EFFECTIVE DATE AND SHALL REMAIN IN EFFECT FOR ONE (1) YEAR (THE "TERM") UNLESS
EARLIER TERMINATED AS OTHERWISE PROVIDED IN SECTION 6 BELOW.
THE TERM SHALL
AUTOMATICALLY RENEW FOR ADDITIONAL ONE (1) YEAR PERIODS (ALSO, THE "TERM"),
UNLESS EITHER OF THE PARTIES GIVES WRITTEN NOTICE TO THE OTHER OF NON-RENEWAL
NINETY (90) DAYS OR MORE PRIOR TO THE EXPIRATION OF THE TERM, OR UPON THE
OCCURRENCE OF ANY OF THE EVENTS SET FORTH IN SECTION 6.