BONUS SHALL BE
PAYABLE ONLY UPON THE CONSUMMATION OF A SALE EVENT, IF YOUR SERVICE RELATIONSHIP
HAS NOT PREVIOUSLY TERMINATED AND YOU ARE SO REQUESTED BY THE BOARD, YOU EXECUTE
AN AGREEMENT TO CONTINUE YOUR SERVICE RELATIONSHIP WITH THE COMPANY (OR ITS
SUCCESSOR) FOR A PERIOD OF TWO (2) YEARS FOLLOWING THE CONSUMMATION OF THE SALE
EVENT IN A SUBSTANTIALLY SIMILAR CAPACITY AS YOU SERVED THE COMPANY IMMEDIATELY
PRIOR TO THE DATE OF THE CONSUMMATION OF THE SALE EVENT.
(C)
VESTING OF BONUS.
YOUR RIGHT TO RECEIVE THE BONUS SHALL VEST ON
THE EARLIEST TO OCCUR OF (I) JUNE 30, 2009, (II) THE CONSUMMATION OF A SALE
EVENT OR (III) IN THE EVENT THAT YOUR SERVICE RELATIONSHIP WITH THE COMPANY HAS
TERMINATED PRIOR TO EITHER OF THE EVENTS DESCRIBED IN (I) OR (II), PURSUANT TO
THE PROVISIONS OF SUBPARAGRAPH (E) BELOW.
(D)
TIMING OF PAYMENT.
THE BONUS, IF ANY, SHALL BE PAID WITHIN FIVE
(5) DAYS OF THE CONSUMMATION OF THE SALE EVENT.
(E)
TERMINATION.
IN THE EVENT OF THE TERMINATION OF YOUR SERVICE
RELATIONSHIP BY THE COMPANY WITH CAUSE OR BY YOU WITHOUT GOOD REASON, UNLESS
ALREADY VESTED PURSUANT TO SUBPARAGRAPH (C) ABOVE, YOUR ENTITLEMENT TO RECEIVE
ANY PAYMENTS HEREUNDER SHALL TERMINATE IMMEDIATELY.
IN THE EVENT OF THE
TERMINATION OF YOUR SERVICE RELATIONSHIP BY THE COMPANY WITHOUT CAUSE OR BY YOU
WITH GOOD REASON, UNLESS ALREADY VESTED PURSUANT TO SUBPARAGRAPH (C) ABOVE, YOU
WILL BE ENTITLED TO RECEIVE ALL OR A PORTION OF THE BONUS UPON THE SUBSEQUENT
CONSUMMATION OF A SALE EVENT AS SET FORTH BELOW:
Determination Date
% of Bonus Amount Payable
0-365 days after termination date
100
%
366-546 days after termination date
50
%
547-730 days after termination date
25
%
thereafter
0
%
The Determination Date used in the table above shall be either (i) the date that
a letter of intent regarding a bona fide acquisition of the Company (an "LOI")
has been approved by the Board and executed by the Company and the relevant
third party or (ii) if no LOI is executed but a Sale Event is consummated, the
date that the Company and the third party acquiror agree in principle to the
basic terms and conditions of such Sale Event.
By way of illustration only, if
your Service Relationship is terminated by the Company without Cause on February
9, 2007 and the Company executes an LOI on February 14, 2008, then, upon
consummation of the Sale Event described in the LOI, you shall receive 50% of
the Bonus amount.
(F)
NO ASSIGNMENTS.
YOUR RIGHTS AND INTEREST, IF ANY, IN THE BONUS
MAY NOT BE ASSIGNED OR TRANSFERRED, AND ARE NOT SUBJECT TO ATTACHMENT,
GARNISHMENT, JUDICIAL ORDER, EXECUTION OR OTHER CREDITORS' PROCESSES.
THE
RIGHTS AND OBLIGATIONS OF THE COMPANY HEREUNDER MAY BE ASSIGNED BY THE
PARTNERSHIP TO A SUCCESSOR TO ALL OR SUBSTANTIALLY ALL OF ITS BUSINESS AND
THEREUPON THE COMPANY WILL BE RELIEVED OF ANY OBLIGATION IT MAY HAVE HEREUNDER.
ALL REFERENCES TO THE COMPANY HEREIN SHALL, UNLESS OTHERWISE