Bonus Stock and Awards in Lieu of Obligations. The Committee is authorized to grant Shares to any Eligible Person as a bonus, or to grant Shares or other Awards in lieu of obligations to pay cash or deliver other property under the Plan or under other plans or compensatory arrangements, provided that, in the case of Eligible Persons subject to Section 16 of the Exchange Act, the amount of such grants remains within the discretion of the Committee to the extent necessary to ensure that acquisitions of Shares or other Awards are exempt from liability under Section 16(b) of the Exchange Act. Shares or Awards granted hereunder shall be subject to such other terms as shall be determined by the Committee.

Stock Bonus Awards. Stock Bonus Awards shall consist of Awards of [fully vested] shares of Common Stock.

Grant. A Participant may be granted one or more Stock Awards under the Plan; provided that such Award to an Employee is granted in lieu of salary, cash bonus or other cash compensation. Stock Awards shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee.

Stock Awards. Stock Awards may be granted under the Plan only to directors of the Company. A Stock Award may be in the form of either # shares of Common Stock, or # phantom stock, each share of which is equivalent in value to a share of Common Stock. The Committee shall have absolute discretion to determine the terms and conditions of Stock Awards, including but not limited to, any restrictions on the shares of Common Stock issued pursuant to a Stock Award and the terms of any agreement evidencing a Stock Award. The Committee in its discretion may establish a deferred compensation program under which fees payable by the Company to directors may be deferred in the form of a Stock Award.

Stock Awards. Stock Awards shall have no voting rights. Dividend equivalents declared with respect to a Participant’s Stock Awards in accordance with the underlying program governing the terms of the Stock Award shall be credited to the Participant’s account(s) under the Plan and paid in accordance with the provisions of [Article 7].

Stock Awards. The Committee is hereby authorized to grant to Eligible Persons Shares without restrictions thereon, as deemed by the Committee to be consistent with the purpose of the Plan. Subject to the terms of the Plan and any applicable Award Agreement, such Stock Awards may have such terms and conditions as the Committee shall determine.

Bonus Restricted Stock. For the period between the Effective Date and ​, the Employee shall earn a guaranteed bonus. As payment of this guaranteed bonus, on the Effective Date, the Company shall grant to Employee 1,302,084 restricted shares of the Company’s Common Stock which will vest on ​ upon the Employee’s employment continuing through ​.

Bonus Stock Options. Beginning in ​ and for each of the following two years, the Employee will be eligible to earn bonus stock options (“Bonus Options”) conditioned upon achieving annual revenue and EBITDA targets determined by the Board (“Bonus Targets”). The Bonus Options will be granted on the Effective Date at an exercise price equal to the five-day average closing price of the Company’s Common Stock as of the Effective Date. The Bonus Options for each year shall vest on December 31 of the bonus year upon the Company achieving at least 90% of the Bonus Targets for that year. The number of Bonus Options to be granted to the Employee each year shall equal to 1% of the Company’s issued and outstanding shares of Common Stock (including preferred stock on an as-converted basis) as of the Effective Date. Should a Change in Control occur after March 31 of a bonus year, all unvested Bonus Options which would vest on December 31 of the year in which the Change of Control occurs shall vest and become exercisable.

Subject to the terms and provisions of this Plan, the Administrator is authorized to make awards of Restricted Stock to any Eligible Participant in such amounts and subject to such terms and conditions as may be selected by the Administrator. The restrictions may lapse separately or in combination at such times, under such circumstances, in such instalments, time-based or upon the satisfaction of performance goals or otherwise, as the Administrator determines at the time of the grant of the Award. (Refer to Performance Goals, [Section 14.4]). All awards of Restricted Stock shall be evidenced by Award Agreements.

Except as otherwise provided for in [Section 21], the Administrator may, in its sole discretion, grant (or sell at not less than 100% of the Fair Market Value or such other higher purchase price determined by the Administrator in the Award Agreement) an Award of unrestricted Shares to any Grantee pursuant to which such Grantee may receive Shares free of any restrictions under this Plan. Holders of such Shares from an Award of Unrestricted Shares which have not yet vested are not entitled to receive dividends, however, dividends may be accrued and paid upon the vesting of such Shares.