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Mr. John H. Scribante
Dear John:
As a follow-up to our previous
conversation, we have mutually agreed to modify your executive
employment and severance agreement dated March 18, 2008 as
follows:
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Title:
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President,
Orion Technology Ventures (“OTV”)
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Direct
Report:
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Neal
Verfuerth
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Bonus
Incentives:
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Unchanged
(refer to the Executive Fiscal Year 2010 Annual Cash Incentive
Program).
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Equity
Incentives:
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Subject to
Orion’s stock options policy, other provisions and conditions
under Orion’s 2004 Stock and Incentive Awards Plan and entry
into the Stock Option Award Agreement accompanying this letter,
subject to Compensation Committee approval, you will be granted an
option to purchase 250,000 shares of common stock, which will vest
as follows over the ten-year term of the option, provided that you
are still employed by Orion when the specified condition is
met:
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•
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50,000 option
shares will vest if the average closing price per share of
Orion’s common stock over five consecutive trading days
equals or exceeds $4.00.
|
|
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•
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50,000 option
shares will vest if the average closing price per share of
Orion’s common stock over five consecutive trading days
equals or exceeds $5.00.
|
|
|
•
|
50,000 option
shares will vest if the average closing price per share of
Orion’s common stock over five consecutive trading days
equals or exceeds $6.00.
|
|
|
•
|
50,000 option
shares will vest if the average closing price per share of
Orion’s common stock over five consecutive trading days
equals or exceeds $7.00.
|
|
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•
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50,000 option
shares will vest if the average closing price per share of
Orion’s common stock over five consecutive trading days
equal
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