Completion Bonus. On or about February 28, 2009, Executive shall receive Fifty Thousand (50,000) Shares (the “Completion Shares”); provided, that (i) this Agreement is in effect on February 28, 2009 and has not been terminated for any reason (other than a breach of this Agreement by Employer); and (ii) Executive has fully performed all of Executive’s duties and obligations under this Agreement throughout the Term and is not in breach of any of the material terms and conditions of this Agreement. The Completion Shares shall be freely transferable when delivered to Executive subject to Employer’s securities trading policy and applicable federal and state law. Employer shall have the right, in its sole and absolute discretion, to pay to Executive the value of the Completion Shares (in the same manner applied to other senior management level employees) in cash in lieu of granting Executive the Completion Shares.” 7. Effective March 1, 2005, Section 15.9 shall be deleted and shall be of no further force and effect. 8. The third and fourth sentences of Section 11.4 shall be deleted and shall be of no further force and effect. 9. In Section 14, G▇▇▇ ▇▇▇▇▇▇’▇ address has been changed to 3▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. 10. The Change in Control Agreement attached as Exhibit A to the Agreement shall be amended as follows: (a) Section 1(e)(iii)(B) shall be deleted in its entirety and replaced with the following language:
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Completion Bonus. On or about February 2829, 20092008, Executive shall receive Fifty Thousand (50,000) Shares (the “Completion Shares”); provided, that (i) this Agreement is in effect on February 2829, 2009 2008 and has not been terminated for any reason (other than a breach of this Agreement by Employer); and (ii) Executive has fully performed all of Executive’s duties and obligations under this Agreement throughout the Term and is not in breach of any of the material terms and conditions of this Agreement. The Completion Shares shall be freely transferable when delivered to Executive subject to Employer’s securities trading policy and applicable federal and state law. Employer shall have the right, in its sole and absolute discretion, to pay to Executive the value of the Completion Shares (in the same manner applied to other senior management level employees) in cash in lieu of granting Executive the Completion Shares.”
7. Effective March 1In the third sentence of Section 11.5, 2005, Section 15.9 the following language shall be deleted and shall be of no further force and effect.: “or the transaction or transactions described in the definition of Change of Control in Exhibit A”
8. The third and fourth sentences of Section 11.4 shall be deleted and shall be of no further force and effect.
9. In Section 14, G▇▇▇ ▇▇▇▇▇▇’▇ address has been changed to 3▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
10. The Change in Control Agreement attached as Exhibit A to the Agreement shall be amended as follows:
(a) Section 1(e)(iii)(B) shall be deleted in its entirety and replaced with the following language:
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