THE COMPANY NOR ANY
AFFILIATE OF THE COMPANY SHALL HAVE ANY OBLIGATION TO INDEMNIFY OR OTHERWISE
HOLD YOU (OR ANY BENEFICIARY) HARMLESS FROM ANY OR ALL OF SUCH TAXES OR
PENALTIES.
(D)
TRANSACTION BONUS LIMIT.
YOU WILL ONLY BE ELIGIBLE TO RECEIVE A
TRANSACTION BONUS, IF ANY, WITH RESPECT TO THE FIRST SALE TO OCCUR AFTER THE
DATE OF THIS AGREEMENT.
ADDITIONAL SALES WILL NOT ENTITLE YOU TO ADDITIONAL
TRANSACTION BONUSES.
3.
MISCELLANEOUS.
(A)
YOUR ELIGIBILITY FOR PAYMENT OF A TRANSACTION BONUS IS IN ADDITION
TO, AND NOT IN LIEU OF, YOUR RIGHT TO PARTICIPATE IN ANY OTHER BONUS OR
INCENTIVE COMPENSATION PROGRAMS CURRENTLY MADE AVAILABLE TO YOU AND SHALL NOT BE
DEEMED IN ANY WAY TO LIMIT OR RESTRICT THE COMPANY FROM MAKING ANY BONUS OR
OTHER PAYMENTS TO YOU UNDER ANY OTHER PLAN OR AGREEMENT, WHETHER NOW EXISTING OR
HEREINAFTER IN EFFECT.
(B)
UNLESS OTHERWISE DETERMINED BY THE BOARD (AND TO THE EXTENT
ALLOWABLE UNDER APPLICABLE LAW), ANY PAYMENT OF A TRANSACTION BONUS SHALL NOT BE
TAKEN INTO ACCOUNT IN COMPUTING YOUR SALARY OR COMPENSATION FOR THE PURPOSES OF
DETERMINING ANY BENEFITS OR COMPENSATION UNDER (I) ANY PENSION, RETIREMENT, LIFE
INSURANCE, SEVERANCE OR OTHER BENEFIT PLAN OF THE COMPANY OR ITS AFFILIATES OR
(II) ANY AGREEMENT BETWEEN YOU AND THE COMPANY OR ITS AFFILIATES.
4.
ADMINISTRATION.
THE COMMITTEE SHALL ADMINISTER THIS AGREEMENT.
(A)
SUBJECT TO THE PROVISIONS OF THIS AGREEMENT AND APPLICABLE LAW,
THE COMMITTEE SHALL HAVE THE POWER, IN ADDITION TO OTHER EXPRESS POWERS AND
2
AUTHORIZATIONS CONFERRED ON THE COMMITTEE BY THIS AGREEMENT, TO:
(I) DESIGNATE
INDIVIDUALS ELIGIBLE TO RECEIVE A TRANSACTION BONUS; (II) DETERMINE THE TYPE OF
TRANSACTION BONUS TO BE GRANTED TO YOU; (III) DETERMINE THE AMOUNT OF THE
TRANSACTION BONUS; (IV) DETERMINE THE TERMS AND CONDITIONS OF ANY TRANSACTION
BONUS; (V) DETERMINE WHETHER, TO WHAT EXTENT, AND UNDER WHAT CIRCUMSTANCES THE
TRANSACTION BONUSES MAY BE CANCELED, FORFEITED, OR SUSPENDED AND THE METHOD OR
METHODS BY WHICH THE TRANSACTION BONUS MAY BE PAID, CANCELED, FORFEITED, OR
SUSPENDED; (VI) DETERMINE WHETHER, ONCE THE COMPANY IS FULLY COMPLIANT WITH THE
REPORTING REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE
"1934 ACT"), AND HAS FILED AND HAD DECLARED EFFECTIVE A REGISTRATION STATEMENT
ON FORM 10 UNDER THE 1934 ACT, TO REPLACE THE ENTIRE TRANSACTION BONUS WITH AN
EQUITY-BASED AWARD HAVING SUBSTANTIALLY EQUIVALENT VALUE TO YOU (AND
CONCURRENTLY TO UNILATERALLY TERMINATE THIS AGREEMENT), ALL AS DETERMINED BY THE
COMMITTEE IN ITS SOLE, GOOD FAITH DISCRETION; (VII) DETERMINE WHETHER, TO WHAT
EXTENT, AND UNDER WHAT CIRCUMSTANCES THE TRANSACTION BONUS, AND OTHER AMOUNTS
PAYABLE WITH RESPECT TO THE TRANSACTION BONUS SHALL BE DEFERRED EITHER
AUTOMATICALLY OR AT THE ELECTION OF THE HOLDER THEREOF OR OF THE COMMITTEE;
(VIII) INTERPRET, ADMINISTER RECONCILE ANY INCONSISTENCY, CORRECT ANY DEFAULT
AND/OR SUPPLY ANY OMISSION IN THIS AGREEMENT AND ANY INSTRUMENT OR AGREEMENT
RELATING TO, OR THE TRANSACTION BONUS GRANTED UNDER THIS AGREEMENT;
(IX) ESTABLISH, AMEND, SUSPEND, OR WAIVE SUCH RULES AND REGULATIONS AND APPOINT
SUCH AGENTS AS IT SHALL DEEM