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share-denominated units credited to the employee's account for delivery or cash-out at some future date based upon performance criteria to be determined by the LTSIP Administration Committee), and quot;tax withholdingquot; (i.where the employee has the option of having us withhold shares on exercise of an award to satisfy tax withholding requirements). The LTSIP also provides for one-time grants of NSO's to non-employee directors, upon taking office, vesting one-half upon completion of one year of service and one-half upon the completion of two years of service, exercisable at 100 of the fair market value of the Common stock on the date of grant. The LTSIP Administration Committee develops administration guidelines from time to time, which define eligibility criteria, the types of awards to employees, and the value of such awards. Specific terms of each award, including minimum performance criteria, which must be met to receive payment, will be provided in individual award agreements granted each award recipient. Key employees and other individuals who the LTSIP Administration Committee deems may provide a valuable contribution to our success will be eligible to participate under the LTSIP.

In connection with his resignation, the Board of Directors appointed him as Chief Executive Officer of HealthZone. com, the Company's wholly owned subsidiary (quot;HealthZonequot;). In October of 1998 (as revised in June 1999), the Company entered into an agreement to hire Mr. Louis Mancini as President and Chief Operating Officer and, subsequently, Chief Executive Officer.]