BUSINESS HOURS TO THE BUSINESS AND
AFFAIRS OF THE COMPANY AND TO USE HIS BEST EFFORTS TO PERFORM FAITHFULLY AND
EFFICIENTLY THE RESPONSIBILITIES ASSIGNED TO HIM HEREUNDER, TO THE EXTENT
NECESSARY TO DISCHARGE SUCH RESPONSIBILITIES, EXCEPT FOR PERIODS OF VACATION,
SICK LEAVE AND OTHER TIME OFF TO WHICH HE IS ENTITLED AND OTHER ACTIVITIES
SPECIFICALLY APPROVED BY THE COMPANY.
3.
COMPENSATION.
(A)
BASE SALARY.
AS COMPENSATION FOR THE
SERVICES TO BE PERFORMED BY THE EXECUTIVE DURING THE EMPLOYMENT PERIOD, THE
COMPANY SHALL PAY THE EXECUTIVE A BASE SALARY AT THE ANNUALIZED RATE OF
$340,000, PAYABLE IN INSTALLMENTS ON THE COMPANY'S REGULAR PAYROLL DATES (BUT NO
LESS FREQUENTLY THAN MONTHLY); PROVIDED, HOWEVER, THAT SUCH BASE SALARY SHALL BE
SUBJECT TO DECREASE IN ACCORDANCE WITH BROAD-BASED EMPLOYEE SALARY REDUCTION
PROGRAMS INSTITUTED BY THE COMPANY FROM TIME TO TIME.
HOLDING'S BOARD (THE
"BOARD") SHALL REVIEW THE EXECUTIVE'S BASE SALARY ANNUALLY DURING THE EMPLOYMENT
PERIOD AND, IN ITS SOLE DISCRETION, MAY INCREASE SUCH BASE SALARY FROM TIME TO
TIME.
THE ANNUAL BASE SALARY PAYABLE TO THE EXECUTIVE UNDER THIS SECTION 3(A),
AS THE SAME MAY BE DECREASED OR INCREASED FROM TIME TO TIME, SHALL HEREINAFTER
BE REFERRED TO AS THE "BASE SALARY."
(B)
PERFORMANCE BONUS.
DURING THE EMPLOYMENT PERIOD, IN ADDITION TO THE BASE
SALARY, THE EXECUTIVE SHALL BE ELIGIBLE TO PARTICIPATE IN PERFORMANCE BONUS
PLANS THAT THE COMPANY PROVIDES TO OTHER SENIOR EXECUTIVES FROM TIME TO TIME
(THE "PERFORMANCE BONUS"), PROVIDED THAT THE TARGET PERFORMANCE BONUS DURING THE
EMPLOYMENT PERIOD SHALL NOT BE LESS THAN 50% OF EXECUTIVE'S BASE SALARY.
4.
EQUITY ARRANGEMENTS.
EXECUTIVE SHALL BE ENTITLED TO ACQUIRE
EQUITY SECURITIES OF HOLDING ON THE TERMS AND CONDITIONS SET FORTH IN (I) THE
TERMS OF THE HOLDING STOCK INCENTIVE PLAN ADOPTED ON JUNE 30, 2003 (AS AMENDED
FROM TIME TO TIME, THE "STOCK INCENTIVE PLAN") AND A STOCK OPTION AGREEMENT TO
BE ENTERED INTO BY THE EXECUTIVE AND HOLDING, (II) A RESTRICTED STOCK
SUBSCRIPTION AGREEMENT TO BE ENTERED INTO BY THE EXECUTIVE AND HOLDING, (III)
THE STOCKHOLDERS' AGREEMENT (AS AMENDED FROM TIME TO TIME, THE "STOCKHOLDERS
AGREEMENT") ENTERED INTO ON JUNE 30, 2003 BY CITIGROUP VENTURE CAPITAL EQUITY
PARTNERS, L.P., A LIMITED PARTNERSHIP ORGANIZED UNDER THE LAWS OF DELAWARE
("CVC"), ONTARIO TEACHERS' PENSION PLAN BOARD, A CORPORATION WITHOUT SHARE
CAPITAL ORGANIZED UNDER THE LAWS OF ONTARIO, CANADA ("OTPP"), AND CERTAIN OTHER
STOCKHOLDERS, AND (IV) A REGISTRATION RIGHTS AGREEMENT ENTERED INTO ON JUNE 30,
2003 BY HOLDING, CVC, OTPP, AND CERTAIN STOCKHOLDERS OF HOLDING, AS IT MAY BE
AMENDED FROM TIME TO TIME.
COPIES OF SUCH AGREEMENTS WILL BE PROVIDED TO THE
EXECUTIVE PRIOR TO SUCH EQUITY PURCHASE.
5.
EMPLOYEE BENEFITS.
DURING THE EMPLOYMENT PERIOD, THE EXECUTIVE
(AND, TO THE EXTENT APPLICABLE, HIS ELIGIBLE FAMILY MEMBERS AND DEPENDENTS)
SHALL BE ELIGIBLE TO PARTICIPATE IN OR BE COVERED UNDER ALL MEDICAL, DENTAL,
HOSPITALIZATION, GROUP LIFE INSURANCE, SHORT TERM DISABILITY, LONG TERM
DISABILITY, AND OTHER EMPLOYEE WELFARE BENEFIT PLANS THAT THE COMPANY PROVIDES
TO ALL OF ITS UNITED STATES SENIOR EXECUTIVES (COLLECTIVELY, "GROUP INSURANCE
PLANS").
THE