SPECIAL BONUS AND OPTION AGREEMENT

1.

Special Cash Bonus . Executive hereby agrees and acknowledges that the Company is currently evaluating its current management structure. As consideration for Executive’s agreement to serve as the interim Chief Executive Officer of the Company during such evaluation period, the Company hereby awards Executive a special bonus (the “ Bonus ”). The Bonus shall be equal to $2,000,000 and shall be payable to Executive in cash, so long as Executive is then employed by the Company or one of its Subsidiaries, on the first to occur of (i) Executive’s agreement to serve as the Chief Executive Officer of the Company (after written notice to Executive from the board of directors of the Company (the “ Board ”) that it has decided to retain Executive as Chief Executive Officer of the Company and that it has stopped its search for a new Chief Executive Officer), (ii) 90 days after the start date of the person (if a person other than Executive) appointed by the Board to the position of Chief Executive Officer of the Company, and (iii) the twelve month anniversary of the date hereof; provided that, the Bonus shall be paid to Executive on the date that Executive’s employment by the Company and its Subsidiaries is terminated without Cause or Executive resigns with Good Reason, if such events occur before the date the Bonus would otherwise be paid. Payment of the Bonus will be subject to all applicable withholding obligations, and the Bonus will not be taken into account for the purposes of calculating Executive’s benefits pursuant to any of the Company’s or its Subsidiaries’ benefit programs. The Bonus shall be an unfunded obligation of the Company.

2.

Special Option Grant . As further consideration for Executive’s agreement to serve as the interim Chief Executive Officer of the Company during the above-mentioned evaluation period, Holdings hereby awards Executive, as of the date hereof, an option to acquire 40,953 shares of the Class L Common Stock of Holdings, par value $0.01 per share at a price of $24.0752 per share and 368,577 shares of the Class A Common Stock of Holdings, par value $0.01 per share at a price of $0.2972 per share (the “ Bonus Option ”). The Bonus Option is hereby granted pursuant to the 2005 Management Equity Plan of Holdings (the “ Plan ”), is (in its entirety) a Tranche I Option within the meaning of the Plan, and (except as provided otherwise herein) is subject to all of the terms and conditions of the Plan. Notwithstanding the terms of the Plan, the Bonus Option shall

fully vest if Executive is employed by the Company or one of its Subsidiaries on the first to occur of (i) Executive’s agreement to serve as the Chief Executive Officer of the Company (after written notice to Executive from the Board that it has decided to retain Executive as Chief Executive Officer of the Company and that it has stopped its search for a new Chief Executive Officer), (ii) 90 days after the start date of the person (if a person other than Executive) appointed by the Board to the position of Chief Executive Officer of the Company, and (iii) the twelve month anniversary of the date hereof; provided that, the Bonus Option shall be deemed vested in full on the date that Executive’s employment by the Company and its Subsidiaries is terminated without Cause or Executive resigns with Good Reason, if such events occur before the date the Bonus Option would otherwise vest.

3.

Call Provisions Regarding Bonus Option . Notwithstanding the terms of the Plan, in the event Executive resigns with Good Reason, then, with respect to the Bonus Option, such resignation shall be treated, for purposes of Article IX of the Plan, as if Executive had been terminated without Cause on the date of Executive’s resignation.

4.

Severance Provisions . As further consideration for the grant to Executive of the Bonus and the Bonus Option, Executive hereby agrees that in any circumstance in which Executive becomes entitled to recei