PERIOD OF 12 MONTHS FOLLOWING SUCH
TERMINATION, (C) IN THE EVENT OF A CHANGE IN CONTROL (AS DEFINED IN THE
COMPANY'S 2007 OMNIBUS INCENTIVE COMPENSATION PLAN (THE "PLAN")), THE VESTED
PERCENTAGE SHALL BE 100%.
(III)
THE RETENTION BONUS SHALL BE PAID AT THE COMPANY'S ELECTION IN
CASH, SHARES OF COMMON STOCK OF THE COMPANY ("COMMON STOCK") OR ANY COMBINATION
THEREOF AS SOON AS REASONABLY PRACTICABLE FOLLOWING THE PAYMENT DATE, BUT IN NO
EVENT LATER THAN FIVE BUSINESS DAYS FOLLOWING THE PAYMENT DATE.
TO THE EXTENT
THE RETENTION BONUS IS PAID IN SHARES OF COMMON STOCK WHICH ARE NOT AT THE TIME
FREELY TRADABLE ON AN ESTABLISHED SECURITIES MARKET, THE EXECUTIVE SHALL HAVE
THE RIGHT TO DIRECT THE COMPANY TO WITHHOLD A PORTION OF THOSE SHARES IN
SATISFACTION OF ALL APPLICABLE WITHHOLDING TAXES.
FOR PURPOSES OF SUCH
WITHHOLDING TAX OBLIGATION, THE WITHHELD SHARES SHALL BE VALUED AT THEIR "FAIR
MARKET VALUE" (AS DEFINED IN THE PLAN) AS OF THE DATE SUCH WITHHOLDING TAX
OBLIGATION ARISES, AND IN NO EVENT SHALL THE WITHHELD SHARES HAVE AN AGGREGATE
FAIR MARKET VALUE IN EXCESS OF THE MINIMUM REQUIRED TAX WITHHOLDING OBLIGATION
WITH RESPECT TO THE SHARE ISSUANCE.
(IV)
NOTWITHSTANDING ANY OF THE FOREGOING, IN NO EVENT SHALL THE EXECUTIVE
RECEIVE ANY PORTION OF THE RETENTION BONUS IF HIS EMPLOYMENT IS TERMINATED BY
THE COMPANY FOR CAUSE PRIOR TO THE PAYMENT DATE.
(V)
IN CONNECTION WITH THE INITIAL PUBLIC OFFERING OF THE COMPANY (THE
"IPO"), THE EXECUTIVE SHALL BE ENTITLED TO RECEIVE A SPECIAL BONUS PAYMENT IN AN
AMOUNT EQUAL TO $2,500,000 (THE "IPO BONUS").
PAYMENT OF THE IPO BONUS SHALL BE
MADE IN CASH AS SOON AS REASONABLY PRACTICABLE FOLLOWING JANUARY 1, 2008, BUT IN
NO EVENT LATER THAN JANUARY 31, 2008.
SECTION 5.
EQUITY COMPENSATION.
(A)
OPTION GRANTS.
THE EXECUTIVE WILL BE ELIGIBLE FOR OPTION
GRANTS UNDER THE PLAN OR ANY SUCCESSOR THERETO ON AND AFTER THE DATE HEREOF;
PROVIDED, THAT THE MAKING OF ANY SUCH GRANTS, AND THE TERMS AND CONDITIONS
APPLICABLE THERETO, SHALL BE DETERMINED BY THE BOARD (OR THE APPROPRIATE
COMMITTEE THEREOF) IN ITS SOLE DISCRETION.
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SECTION 6.
EXPENSES.
DURING THE TERM, THE EXECUTIVE SHALL BE
ENTITLED TO RECEIVE PROMPT REIMBURSEMENT FOR ALL TRAVEL AND BUSINESS EXPENSES
REASONABLY INCURRED AND ACCOUNTED FOR BY THE EXECUTIVE (IN ACCORDANCE WITH THE
POLICIES AND PROCEDURES ESTABLISHED FROM TIME TO TIME BY THE COMPANY) IN
PERFORMING SERVICES HEREUNDER.
SECTION 7.
OTHER BENEFITS.
(A)
EMPLOYEE BENEFITS, FRINGE BENEFITS AND PERQUISITES.
DURING THE
TERM, THE EXECUTIVE SHALL BE ABLE TO PARTICIPATE IN EMPLOYEE BENEFIT PLANS AND
PERQUISITE AND FRINGE BENEFIT PROGRAMS ON A BASIS NO LESS FAVORABLE THAN SUCH
BENEFITS AND PERQUISITES ARE PROVIDED BY THE COMPANY FROM TIME TO TIME TO THE
COMPANY'S OTHER SENIOR EXECUTIVES.
IN ADDITION, EFFECTIVE JANUARY 1, 2008 AND
CONTINUING DURING THE TERM, THE EXECUTIVE SHALL RECEIVE (I) REIMBURSEMENT OF THE
ACTUAL COSTS INCURRED BY THE EXECUTIVE OF UTILITIES (INCLUDING TELEPHONE)
RELATED TO HIS PRIMARY RESIDENCE AND THE EXECUTIVE'S EXPENSES RELATED TO HIS
AUTOMOBILE AND DRIVER AND (II) AN