and Baskin and Ms. Hall covering 19,985, 58,331, and 47,330 shares of common stock, respectively, will accelerate and become fully vested and immediately exercisable.
If Mr. Gershen
exercised all of his
stock options and sold all of the shares acquired in such exercise at a per share price of $28.43, the closing price on February 18, 2004, he
would realize a gross profit of approximately $1,529,856.
...Mr. Gershen, our executive vice president of financial services and treasurer, is entitled to receive a total transaction bonus in the amount of $205,000 under his employment agreement payable in two equal installments, the first upon the closing of the Contemplated Transactions and the second on the earlier of (x) the six month anniversary of the closing of the Contemplated Transactions and (y) the effective date of the termination of his employment with us for a reason other than cause (as such term is defined in his employment agreement).
has not determined the manner or the price at which he
will purchase these shares.
Mr. Bigl, Mr. Gershen
, Mr. Baskin and Ms. Hall have each agreed not to sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of the shares ("bonus shares") to be purchased by him or her with bonus proceeds until such time as New Mountain Partners
sells to an unrelated third party all or a portion of the series A preferred stock to be acquired by New Mountain Partners pursuant to the purchase agreement or common stock issuable upon conversion of the series A preferred stock.
At such time as New Mountain Partners
sells its shares to an unrelated third party, Mr. Bigl, Mr. Gershen
, Mr. Baskin and Ms. Hall will be entitled to sell or otherwise dispose of a proportionate number of their bonus shares, subject to compliance with applicable securities laws.
...David Gershen is 49 years old and has served as our executive vice president of Financial Services since October 2003 and treasurer since November 2000.From November 2000 to October 2003, Mr. Gershen was our chief financial officer.From May 2000 to November 2000, he was our Senior Vice President of Finance.From July 1996 until April 2000, Mr. Gershen served as the Vice President of Finance and Administration of CSC Healthcare Inc., a subsidiary of Computer Sciences Corporation ("CSC"), a healthcare information services company.Prior thereto, and since 1985, Mr. Gershen held various financial positions with APM, Inc., which was acquired by CSC in 1996.