THE EXECUTIVE SHALL
ALSO RECEIVE AN OPTION TO PURCHASE 2,311,440 SHARES OF THE COMPANY'S COMMON
STOCK, $0.0001 PAR VALUE, AT AN EXERCISE PRICE OF US$0.30 PER SHARE.
THE
EXECUTIVE WILL EXECUTE THE PURCHASE OF THESE SHARES AT THE STRIKE PRICE OF
US$0.30 AND THE COMPANY WILL ACCEPT A NOTE FOR PAYMENT OF SAID SHARES AT PRIME
RATE AS REPORTED IN THE WALL STREET JOURNAL ON THE FIRST DAY OF EVERY MONTH.
PAYABLE IN FULL ON NOVEMBER 30, 2010. THE COMPANY WILL RETAIN THE RIGHT TO
REPURCHASE THE UNVESTED SHARES AS FOLLOWS:
THE UNVESTED SHARE REPURCHASE RIGHT SHALL TERMINATE WITH RESPECT TO THE UNVESTED
SHARES FOR WHICH IT IS NOT TIMELY EXERCISED. IN ADDITION, THE UNVESTED SHARE
REPURCHASE RIGHT SHALL TERMINATE AND CEASE TO BE EXERCISABLE, AND SUCH PURCHASED
SHARES SHALL CEASE TO BE UNVESTED SHARES AND PURCHASER SHALL THEREUPON ACQUIRE A
VESTED INTEREST THEREIN (SUCH SHARES TO BE HEREINAFTER CALLED THE "VESTED
SHARES") AS TO ONE-THIRD (1/3) OF PURCHASER'S PURCHASED SHARES ON NOVEMBER 1,
2008 AND EACH OF NOVEMBER 1, 2009; AND NOVEMBER 1, 2010; PROVIDED, HOWEVER, THAT
ONE HUNDRED PERCENT (100%) OF THE PURCHASED SHARES SHALL BECOME VESTED SHARES
UPON THE EARLIEST TO OCCUR OF, (I) LIQUIDITY EVENT, AND (II) TERMINATION OF
PURCHASER'S EMPLOYMENT ARRANGEMENT WITH THE COMPANY WITHOUT "CAUSE".
(D)
EMPLOYEE BENEFITS. DURING THE TERM OF THIS
AGREEMENT, THE EXECUTIVE SHALL BE ENTITLED TO PARTICIPATE IN OR BENEFIT FROM, IN
ACCORDANCE WITH THE ELIGIBILITY AND OTHER PROVISIONS THEREOF, SUCH MEDICAL, LIFE
AND DISABILITY INSURANCE, PENSION, RETIREMENT, LIFE INSURANCE, BONUS, PROFIT
SHARING, 401(K) PLANS OR POLICIES (WHICH SHALL INCLUDE AT A MINIMUM MEDICAL
INSURANCE COVERAGE (HEALTH, DENTAL AND SUPPLEMENTAL INSURANCE) FOR THE EXECUTIVE
AND HIS FAMILY) AND SUCH OTHER BENEFITS AS THE COMPANY MAY MAKE AVAILABLE TO, OR
HAVE IN EFFECT FOR, ITS EXECUTIVE PERSONNEL AND EMPLOYEES FROM TIME TO TIME.
(E)
LIFE INSURANCE. DURING THE TERM OF THIS
AGREEMENT, THE COMPANY AGREES TO PAY THE QUARTERLY PREMIUMS ON THE EXECUTIVE'S
LIFE INSURANCE POLICY WITH CNA VALLEY FORGE INSURANCE COMPANY.
(F)
DISABILITY INSURANCE. DURING THE TERM OF
THIS AGREEMENT, THE COMPANY AGREES TO PROVIDE EXECUTIVE WITH DISABILITY
INSURANCE THAT WILL COVER AT LEAST EIGHTY (80%) OF THE EXECUTIVE'S BASE SALARY
IN THE EVENT OF HIS INABILITY TO WORK.
(G)
DIRECTORS AND OFFICERS LIABILITY INSURANCE.
DURING THE TERM OF THIS AGREEMENT AND FOR A PERIOD OF FIVE (5) YEARS AFTER THE
EXECUTIVE CEASES TO BE A DIRECTOR, THE COMPANY AGREES TO PROVIDE EXECUTIVE WITH
DIRECTORS AND OFFICERS LIABILITY INSURANCE COVERAGE OF A MINIMUM OF $5 MILLION.
(H)
VACATION. THE EXECUTIVE SHALL BE ENTITLED TO
TWENTY ONE (21) BUSINESS DAYS PAID VACATION IN EACH CALENDAR YEAR AND SHALL ALSO
BE ENTITLED TO PAID SICK LEAVE, HOLIDAYS AND OTHER SIMILAR BENEFITS IN
ACCORDANCE WITH POLICIES OF THE COMPANY FROM TIME TO TIME IN EFFECT FOR ITS
EXECUTIVE PERSONNEL GENERALLY.
(I)
COMMUNICATIONS EQUIPMENT.
THE COMPANY
ACKNOWLEDGES THAT THE EXECUTIVE HAS PROVIDED HIS OWN PERSONAL LAP TOP AND
CELLULAR TELEPHONE FOR USE IN THE BUSINESS OF THE COMPANY THAT RECEIVES AND
TRANSMITS ELECTRONIC CORRESPONDENCE.