THE OCCURRENCE OF THE EVENT(S) PURPORTED TO
CONSTITUTE GOOD REASON); AND
(B)
THE COMPANY HAS NOT REMEDIED THE ALLEGED VIOLATION(S) WITHIN THE
30-DAY PERIOD.
(O)
"QUALIFIED INITIAL PUBLIC OFFERING" SHALL
MEAN THE CONSUMMATION OF AN UNDERWRITTEN PUBLIC OFFERING OF COMMON STOCK
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(THE "SECURITIES ACT") ON FORM S-1 (AS DEFINED IN THE SECURITIES ACT) OR ANY
COMPARABLE OR SUCCESSOR FORM OR FORMS WITH AGGREGATE GROSS PROCEEDS TO THE
COMPANY OF NOT LESS THAN $100 MILLION AND RESULTING IN THE LISTING OF THE COMMON
STOCK ON A NATIONAL SECURITIES EXCHANGE.
FOR THE AVOIDANCE OF DOUBT, THERE CAN
ONLY BE ONE QUALIFIED INITIAL PUBLIC OFFERING.
(P)
"INVENTIONS" SHALL HAVE THE MEANING SET
FORTH IN SECTION 8.
3
(Q)
"NOTICE OF TERMINATION" SHALL HAVE THE
MEANING SET FORTH IN SECTION 4(B).
(R)
"PRINCIPAL STOCKHOLDER PROCEEDS" SHALL
HAVE THE MEANING SET FORTH IN SECTION 3(C).
(S)
"PRINCIPAL STOCKHOLDERS" SHALL MEAN CARLYLE
PARTNERS III, L.P. A DELAWARE LIMITED PARTNERSHIP AND ANY OF ITS RELATED
CO-INVESTMENT VEHICLES.
(T)
"TERM" SHALL HAVE THE MEANING SET FORTH
IN SECTION 2(B).
2.
Employment.
(A)
THE COMPANY SHALL EMPLOY THE EXECUTIVE AND
THE EXECUTIVE SHALL ENTER THE EMPLOY OF THE COMPANY, FOR THE PERIOD SET FORTH IN
SECTION 2(B), IN THE POSITION SET FORTH IN SECTION 2(C), AND UPON THE OTHER
TERMS AND CONDITIONS HEREIN PROVIDED.
(B)
THE INITIAL TERM OF EMPLOYMENT UNDER THIS
AGREEMENT (THE "INITIAL TERM") SHALL BE FOR THE PERIOD BEGINNING ON THE
EFFECTIVE DATE OF THIS AGREEMENT AND ENDING ON THE FOURTH ANNIVERSARY THEREOF,
UNLESS EARLIER TERMINATED AS PROVIDED IN SECTION 4.
THE EMPLOYMENT TERM
HEREUNDER SHALL AUTOMATICALLY BE EXTENDED FOR SUCCESSIVE ONE-YEAR PERIODS
("EXTENSION TERMS" AND, COLLECTIVELY WITH THE INITIAL TERM, THE "TERM") UNLESS
EITHER PARTY GIVES NOTICE OF NON-EXTENSION TO THE OTHER NO LATER THAN 90 DAYS
PRIOR TO THE EXPIRATION OF THE THEN-APPLICABLE TERM.
(C)
POSITION AND DUTIES.
(I)
THE EXECUTIVE SHALL SERVE AS PRESIDENT AND CHIEF EXECUTIVE
OFFICER OF THE COMPANY AND THOSE SUBSIDIARIES OF THE COMPANY SET FORTH ON
EXHIBIT A HERETO AND SHALL HAVE THE AUTHORITIES DUTIES AND RESPONSIBILITIES
CUSTOMARILY COMMENSURATE WITH SUCH POSITION AND SUCH ADDITIONAL CUSTOMARY
RESPONSIBILITIES, DUTIES AND AUTHORITY, AS MAY FROM TIME TO TIME BE REASONABLY
ASSIGNED TO THE EXECUTIVE BY THE BOARD.
THE EXECUTIVE SHALL REPORT TO THE
BOARD.
THE EXECUTIVE SHALL DEVOTE HIS FULL WORKING TIME, ATTENTION AND EFFORTS
TO THE BUSINESS AND AFFAIRS OF THE COMPANY AND ITS SUBSIDIARIES.
THE EXECUTIVE
AGREES TO OBSERVE AND COMPLY WITH THE COMPANY'S RULES AND POLICIES AS ADOPTED BY
THE COMPANY FROM TIME TO TIME.
DURING THE TERM, IT SHALL NOT BE A VIOLATION OF
THIS AGREEMENT FOR THE EXECUTIVE TO (I) SERVE ON INDUSTRY TRADE, CIVIC OR
CHARITABLE BOARDS OR COMMITTEES; (II) DELIVER LECTURES OR FULFILL SPEAKING
ENGAGEMENTS; OR (III) MANAGE PERSONAL INVESTMENTS, AS LONG AS SUCH ACTIVITIES DO
NOT MATERIALLY INTERFERE WITH THE PERFORMANCE OF THE EXECUTIVE'S DUTIES AND
RESPONSIBILITIES TO THE COMPANY.
THE EXECUTIVE SHALL BE PERMITTED TO SERVE ON
FOR-PROFIT CORPORATE