NAME: Blair Lambert EXPECTED DATE OF HIRE: January 18, 2005 TITLE: Chief Operating Officer BASE SALARY: $385,000 BONUS PLAN: Discretionary, target payout at 75% of base salary STOCK OPTIONS: 100,000 shares with an exercise price = fair market value on grant date, vesting 1/4 on the first anniversary of the grant date and an additional 1/48 monthly thereafter RESTRICTED STOCK AWARD: 50,000 shares, vesting 1/2 on the second anniversary of the grant date and an additional 1/48 monthly thereafter HEALTH BENEFITS: medical, dental & vision insurance 401K: 3% match, eligible after 6 months. MANAGEMENT CHANGE If involuntary termination following change of OF CONTROL PLAN: control, eligible for payment = three times annual salary, pro-rated bonus, paid out in a single lump sum, less applicable taxes, and 18 months of health benefits coverage. MANAGEMENT Eligible for 50% severance payment of gross base SEVERANCE PLAN: salary if involuntarily terminated other than for death, disability or cause, to be paid in equal monthly payments over a 12-month period.
