Common use of Cash Award Clause in Contracts

Cash Award. In consideration of the Executive's promises set forth herein, the Executive shall be paid a cash payment of $1,000,000 (the "Cash Payment") as of the Effective Date, less applicable withholding taxes. In the event that the Executive's employment is terminated for any reason on or before January 31, 2004, the Executive shall immediately forfeit this payment. Within 15 days of such termination, the Executive shall be required to repay the Cash Payment to the Company. If such repayment is not timely received by the Company, the Executive agrees that, in addition to all other remedies available to the Company, the Company shall have the following cumulative remedies: (a) The Company may set off and deduct the amount of the Cash Payment, from any moneys owing to the Executive by the Company as of the date of termination of employment, as well as any funds held in any of the Executive's accounts under any of the Company's nonqualified benefit plans. (b) The Company may set off and deduct the amount of the Cash Payment, from the fair market value of any vested shares of Company stock held in any of the Executive's accounts under any of the Company's nonqualified benefit plans. "Fair market value" of the stock shall be defined as the mean of the highest price and lowest price at which the stock shall have been sold, regular way, on the date of termination of employment, as reported on the Composite Transactions reporting system. Provided, however, notwithstanding anything else in this Agreement to the contrary: (1) The Executive shall not be required to repay the Company the amount of the Cash Payment if the Executive's employment is terminated within a three year period following a Change in Control, by the Company other than for Cause or by the Executive for Good Reason (as such capitalized terms are defined in the Severance Agreement). (2) The Executive shall not be required to repay the Company the amount of taxes required to be withheld in connection with the Cash Payment if the Executive's employment is terminated due to the Executive's death or by the Company other than for Cause or by the Executive for Good Reason (as such capitalized terms are defined in the Severance Agreement).

Cash Award. In consideration of the Executive's promises set forth herein, the Executive shall be paid a cash payment of $1,000,000 750,000 (the "Cash Payment") as of the Effective Date, less applicable withholding taxes. In the event that the Executive's employment is terminated for any reason on or before January 31, 2004, the Executive shall immediately forfeit this payment. Within 15 days of such termination, the Executive shall be required to repay the Cash Payment to the Company. If such repayment is not timely received by the Company, the Executive agrees that, in addition to all other remedies available to the Company, the Company shall have the following cumulative remedies: (a) The Company may set off and deduct the amount of the Cash Payment, from any moneys owing to the Executive by the Company as of the date of termination of employment, as well as any funds held in any of the Executive's accounts under any of the Company's nonqualified benefit plans. (b) The Company may set off and deduct the amount of the Cash Payment, from the fair market value of any vested shares of Company stock held in any of the Executive's accounts under any of the Company's nonqualified benefit plans. "Fair market value" of the stock shall be defined as the mean of the highest price and lowest price at which the stock shall have been sold, regular way, on the date of termination of employment, as reported on the Composite Transactions reporting system. Provided, however, notwithstanding anything else in this Agreement to the contrary: (1) The Executive shall not be required to repay the Company the amount of the Cash Payment if the Executive's employment is terminated within a three year period following a Change in Control, by the Company other than for Cause or by the Executive for Good Reason (as such capitalized terms are defined in the Severance Agreement). (2) The Executive shall not be required to repay the Company the amount of taxes required to be withheld in connection with the Cash Payment if the Executive's employment is terminated due to the Executive's death or by the Company other than for Cause or by the Executive for Good Reason (as such capitalized terms are defined in the Severance Agreement).

Cash Award. In consideration of the consxxxxxxxxx xx xhe Executive's promises set forth herein, the Executive shall be paid a cash payment of $1,000,000 500,000 (the "Cash Payment") as of the Effective Date, less applicable withholding taxes. In the event that the Executive's employment is terminated for any reason on or before January 31, 2004, the Executive shall immediately forfeit this payment. Within 15 days of such termination, the Executive shall be required to repay the Cash Payment to the Company. If such repayment is not timely received by the Company, the Executive agrees that, in addition to all other remedies available to the Company, the Company shall have the following cumulative remedies: (a) The Company may set off and deduct the amount of the Cash Payment, from any moneys owing to the Executive by the Company as of the date of termination of employment, as well as any funds held in any of the Executive's accounts under any of the Company's nonqualified benefit plans. (b) The Company may set off and deduct the amount of the Cash Payment, from the fair market value of any vested shares of Company stock held in any of the Executive's accounts under any of the Company's nonqualified benefit plans. "Fair market value" of the stock shall be defined as the mean of the highest price and lowest price at which the stock shall have been sold, regular way, on the date of termination of employment, as reported on the Composite Transactions reporting system. Provided, however, notwithstanding anything else in this Agreement to the contrary: (1) The Executive shall not be required to repay the Company the amount of the Cash Payment if the Executive's employment is terminated within a three year period following a Change in Control, by the Company other than for Cause or by the Executive for Good Reason (as such capitalized terms are defined in the Severance Agreement)Reason. (2) The Executive shall not be required to repay the Company the amount of taxes required to be withheld in connection with the Cash Payment if the Executive's employment is terminated due to the Executive's death or by the Company other than for Cause or by the Executive for Good Reason (as such capitalized terms are defined in the Severance Agreement)Reason.

Cash Award. In consideration of the Executive's promises set forth herein, the Executive shall be paid a cash payment of $1,000,000 500,000 (the "Cash Payment") as of the Effective Date, less applicable withholding taxes. In the event that the Executive's employment is terminated for any reason on or before January 31, 2004, the Executive shall immediately forfeit this payment. Within 15 days of such termination, the Executive shall be required to repay the Cash Payment to the Company. If such repayment is not timely received by the Company, the Executive agrees that, in addition to all other remedies available to the Company, the Company shall have the following cumulative remedies: (a) The Company may set off and deduct the amount of the Cash Payment, from any moneys owing to the Executive by the Company as of the date of termination of employment, as well as any funds held in any of the Executive's accounts under any of the Company's nonqualified benefit plans. (b) The Company may set off and deduct the amount of the Cash Payment, from the fair market value of any vested shares of Company stock held in any of the Executive's accounts under any of the Company's nonqualified benefit plans. "Fair market value" of the stock shall be defined as the mean of the highest price and lowest price at which the stock shall have been sold, regular way, on the date of termination of employment, as reported on the Composite Transactions reporting system. Provided, however, notwithstanding anything else in this Agreement to the contrary: (1) The Executive shall not be required to repay the Company the amount of the Cash Payment if the Executive's employment is terminated within a three year period following a Change in Control, by the Company other than for Cause or Cause, by the Executive for Good Reason (as such capitalized terms are defined in the Severance Agreement), or in the event of the Executive's death. (2) The Executive shall not be required to repay the Company the amount of taxes required to be withheld in connection with the Cash Payment if the Executive's employment is terminated due to the Executive's death or by the Company other than for Cause or by the Executive for Good Reason (as such capitalized terms are defined in the Severance Agreement).