dated as of march 23, 2009 exhibit d key business locations exhibit e acquired location payments and transfered employee amounts section 1. 5 leases with takeback options section 3. 2 ( b ) employee contracts section 5. 3 ( a ) asset and liability statement section 5. 3 ( b ) production schedule section 5. 6 litigation ; decrees section 5. 8 ( a ) employees section 10. 3 seller's severance practices section 10. 6 seller's flex plans section 10. 7 seller's retirement plans tax records section 3. 5 ( c ) " earn - out amount " means the year 1 earn - out amount or the year 2 earn - out amount, as appropriate. " earn - out period " means the year 1 earn - out period or the year 2 earn - out period, as appropriate. " year 1 back - end bonus amount " means 50 % of the aggregate amount of all back - end bonuses under the transferred employee contracts set forth on section 3. 2 ( b ) of the disclosure schedule paid to transferred employees during the year 1 earn - out period. " year 2 back - end bonus amount " means 50 % of the aggregate amount of all back - end bonuses under the transferred employee contracts set forth on section 3. 2 ( b ) of the disclosure schedule paid to transferred employees during the year 2 earn - out period. " year 1 reduction amount " means ( a ) an amount equal to the aggregate base acquisition consideration, or ( b ) if the amount described in section 3. 2 ( b ) ( i ) ( a ) is less than the amount of the aggregate base acquisition consideration, then the amount described in section 3. 2 ( b ) ( i ) ( a ). ubs financial services inc. 1200 harbor boulevard, 6th floor weehawken, nj 07086 - 6791 fax : ( 201 ) 272 - 7656 james d. price head, wealth management advisor group us with a copy to : ubs financial services inc. 1200 harbor boulevard, 10th floor weehawken, nj 07086 - 6791 fax : ( 201 ) 617 - 8483 attention : tracy e. calder and reitler brown & rosenblatt llc 800 third avenue, 21st floor new york, new york 10022 telephone : ( 212 ) 209 - 3050 fax : ( 212 ) 371 - 5500 attention : edward g. reitler seller : ubs financial services inc. by : name :