In thousands, except par value

Name of Team Member:

 

Grant Date:

 

Cumulative                   Adjusted                   EBITDA
Target:

 

Target Cash Award:

Subject to the terms of this Agreement, contingent upon Cumulative Adjusted EBITDA achieving or exceeding 75% or more of the Cumulative Adjusted EBITDA Target, the value of the Award will be paid in cash after the Performance Period (as defined below) and on or before June 30, 2010, or if such day is not a business day, on the next succeeding business day (the “Payment Date”); provided, however, that if the Team Member’s employment is terminated prior to the Payment Date:

This Award represents a right to receive a percentage of the Target Cash Award (the amount of which is set forth in the table above) contingent upon Cumulative Adjusted EBITDA achieving the Cumulative Adjusted EBITDA Target, or a percentage thereof, as set forth in the chart below, if and only if: (i) the Cumulative Adjusted EBITDA is 75% or more of the Cumulative Adjusted EBITDA Target; and (ii) the Award has not been forfeited or otherwise cancelled prior to the Payment Date.

The value of each Award will depend upon the level of Cumulative Adjusted EBITDA as compared to the Cumulative Adjusted EBITDA Target as follows:

In the event that a Change-in-Control (as defined below) occurs prior to the end of the Performance Period, if the Award described herein has not already been previously forfeited or cancelled, such Award shall become immediately payable at the Target Cash Award amount (and the Performance Period shall thereafter be deemed to have

terminated). Payment of any amount payable pursuant to the preceding sentence will be made contemporaneous with the completion of the Change-in-Control. For purposes of this Agreement, “Change-in-Control” occurs if: (i) any “Person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing (a) 50% or more of the combined voting power of the Company’s then-outstanding securities or (b) 25% or more but less than 50% of the combined voting power of the Company’s then-outstanding securities if such transaction(s) giving rise to such beneficial ownership are not approved by the Board of Directors of the Company (the “Board”), (ii) at any time a majority of the members of the Board consists of individuals other than individuals who were nominated by members of the Board or (iii) the Board shall approve a sale of all or substantially all of the assets of the Company or any merger, consolidation, issuance of securities or purchase of assets, the result of which would be the occurrence of any event described in clause (i) or (ii) above.

Notices hereunder, if to the Company, shall be delivered to the Company’s General Counsel or mailed to the Company’s principal office, 1000 Park Drive, Lawrence, PA 15055 (or as subsequently designated by the Company), attention General Counsel, or, if to the Team Member, shall be delivered to the Team Member or mailed to his or her address as the same appears on the records of the Company.

The Company shall have a right to withhold from any payment of cash to Team Member or other person under the Award an amount sufficient to cover any required withholding taxes, including Team Member’s social security and Medicare taxes (FICA), federal, state and local income tax or any other applicable taxes (“Taxes”), with respect to income arising from a cash payment under the Award. Team Member agrees that the Company may either withhold an appropriate amount of Taxes from any compensation or any other payment of any kind then payable or that may become payable to Team Member, or require Team Member to make a cash payment to the Company equal to the amount of Taxes required in the opinion of the Company.

This Agreement shall not be deemed to give Team Member any right to continue to be employed by the Company, nor shall this Agreement be deemed to limit in any way the Company’s right to terminate the employment of the Team Member at any time.