RICHARD A. BACHMANN Chairman, and Chief Executive Officer

 

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Commencement date on August 20, 2007 (or such other date in close proximity thereto as shall be mutually agreed between us).

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A commencement of employment payment of $50,000.

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Starting base salary of $250,000 annually.

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Annual bonus target of 55% of base pay.  In your first year of employment, you will be eligible for a prorated bonus amount, depending upon your date of hire.

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The grant on the commencement date of your employment of an option with a ten year term to purchase 100,000 shares of Common Stock of the Company that will vest in one-third increments on each of the first three anniversaries of the date of grant at an exercise price equal to the closing price of the Company’s Common Stock on the date of grant (a detailed Stock Option Agreement containing standard terms consistent with the foregoing will be provided shortly after your commencement of employment).

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The award on the commencement date of your employment of 30,000 Cash-Settled Restricted Share Units that will vest on the third anniversary of your date of employment (likewise, a Cash-Settled Restricted Share Unit Agreement containing standard terms consistent with the foregoing will be provided shortly after your commencement of employment).

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You will be eligible for twenty-five days of vacation annually, prorated for 2007.

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Terms of the moving and relocation assistance will be provided to you separately.

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Eligible for Change of Control Agreement, including a three (3) times multiple of base and annual bonus (details of the calculation will be provided in the Agreement).