BUSINESS EXPENSES INCURRED BY HIM PRIOR TO THE RESIGNATION DATE WHICH WERE
INCURRED IN THE COURSE OF PERFORMING HIS DUTIES AND RESPONSIBILITIES AND WHICH
ARE CONSISTENT WITH THE COMPANY'S POLICIES IN EFFECT FROM TIME TO TIME WITH
RESPECT TO TRAVEL, ENTERTAINMENT AND OTHER BUSINESS EXPENSES, SUBJECT TO THE
COMPANY'S REQUIREMENTS WITH RESPECT TO REPORTING AND DOCUMENTATION OF SUCH
EXPENSES.
(C)
BONUS.
EXECUTIVE SHALL ALSO BE ENTITLED TO RECEIVE HIS SHARE OF
ANY BONUS AMOUNTS FOR THE COMPANY'S 2009 FISCAL YEAR IF SUCH BONUSES ARE AWARDED
TO SENIOR MANAGEMENT GENERALLY IN THE DISCRETION OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS OF THE COMPANY (THE "DISCRETIONARY BONUS PAYMENT",
WHICH TOGETHER WITH THE BASE SALARY PAYMENTS ARE REFERRED TO HEREIN AS THE
"SEVERANCE PAYMENTS").
THE DISCRETIONARY BONUS PAYMENT SHALL BE MADE, IF AT
ALL, SIMULTANEOUSLY WITH PAYMENTS TO OTHER MEMBERS OF SENIOR MANAGEMENT.
EXECUTIVE SHALL NOT BE ENTITLED TO RECEIVE ANY OTHER AMOUNTS THAT MAY HAVE BEEN
OR BECOME DUE TO HIM PURSUANT TO ANY COMPANY BONUS PLAN IN RESPECT OF A BONUS
FOR THE CURRENT OR ANY SUBSEQUENT FISCAL YEAR.
THE AMOUNTS PAYABLE UNDER
SECTIONS 2(A) AND 2(C) SHALL NOT BE REDUCED BY THE AMOUNT OF ANY COMPENSATION
EXECUTIVE RECEIVES WITH RESPECT TO ANY OTHER EMPLOYMENT THROUGH THE PAYMENT END
DATE.
(D)
VESTED RESTRICTED STOCK AND VESTED STOCK OPTIONS.
EXECUTIVE SHALL
BE ENTITLED (I) TO THE VESTED PORTION OF HIS RESTRICTED STOCK GRANTS (AFTER
REDUCTION FOR SHARES WITHHELD BY THE COMPANY IN PAYMENT OF TAXES ON BEHALF OF
EXECUTIVE), SUBJECT TO THE TERMS AND CONDITIONS OF THE 2008 STOCK PLAN AND 2005
STOCK PLAN, AND (II) TO THE VESTED PORTION OF THE STOCK OPTIONS GRANTS, SUBJECT
TO THE TERMS AND CONDITIONS OF THE 2003 OPTION PLAN; PROVIDED THAT THE
PROVISIONS OF SECTION 2(C)(II) OF THE RESTRICTED STOCK GRANT CONCERNING SERVICE
AND PERFORMANCE VESTED SHARES AND SECTION 2(B) OF THE RESTRICTED STOCK GRANT
CONCERNING IMMEDIATELY VESTED SHARES, AND THE PROVISIONS OF SECTION 6(D)(III) OF
THE 2003 OPTION PLAN, IN EACH CASE COVERING FORFEITURES ON CERTAIN TERMINATIONS,
SHALL NOT APPLY TO THE SHARES AND OPTIONS REFERRED TO IN THIS SENTENCE; PROVIDED
FURTHER, THAT EXECUTIVE SHALL BE FREE TO SELL HIS SHARES OF RESTRICTED STOCK,
AND AGREES TO ONLY EXERCISE ANY STOCK OPTIONS AND SELL THE UNDERLYING SHARES OF
COMMON STOCK, COMMENCING ON THE 91ST DAY FOLLOWING THE RESIGNATION DATE.
THE
COMPANY AGREES THAT ANY CHANGE THAT IS GENERALLY MADE TO ANY OF THE TERMS AND
CONDITIONS OF THE STOCK OPTIONS ISSUED UNDER THE 2003 OPTION PLAN OR THE SHARES
ISSUED UPON EXERCISE AND THAT IS APPLICABLE TO ALL EMPLOYEE HOLDERS OF SUCH
STOCK OPTIONS OR SHARES SHALL ALSO BE MADE AVAILABLE TO THE STOCK OPTIONS OR
SHARES HELD BY EXECUTIVE.
ALL OTHER GRANTS OF RESTRICTED STOCK AND STOCK
OPTIONS ARE HEREBY FORFEITED AND CANCELLED.
ALL SHARES OF RESTRICTED STOCK
PREVIOUSLY WITHHELD BY THE COMPANY IN SATISFACTION OF AMOUNTS DUE FOR TAXES
RESULTING FROM THE GRANT OF SHARES OF RESTRICTED STOCK SHALL REMAIN WITH THE
COMPANY.
2
(E)
WITHHOLDING.
ALL AMOUNTS PAYABLE