Common use of Certain Accelerations and Option Exercises Clause in Contracts

Certain Accelerations and Option Exercises. The Executive agrees that the Company may, at its election, accelerate the payment of (x) the amount described in Section 7(a) and/or (y) the annual bonus for 2004 to a date on or before December 31, 2004 (it being understood that the amount payable under Section 7(a) shall be based upon the date upon which the Effective Time occurs and shall be reduced by any amount previously paid under this Section 12(c)), and agrees to exercise, prior to December 31, 2004, any vested options to purchase Company shares that would otherwise expire by their terms during calendar year 2004, 2005 and 2006 and that may reasonably be necessary, based on the advice of KPMG LLP, and subject to the review and reasonable approval of Ernst & Young, LLP, in order for the Executive to mitigate the effects of Section 280G of the Code.

Certain Accelerations and Option Exercises. The Executive agrees that the Company may, at its election, accelerate the payment of (x) the amount described in Section 7(a6(a) and/or (y) the annual bonus for 2004 to a date on or before December 31, 2004 (it being understood that the amount payable under Section 7(a6(a) shall be based upon the date upon which the Effective Time occurs and shall be reduced by any amount previously paid under this Section 12(c9(c)), and agrees to exercise, prior to December 31, 2004, any vested options to purchase Company Berlin shares that would otherwise expire by their terms during calendar year 2004, 2005 and 2006 and that may reasonably be necessary, based on the advice of KPMG LLP, and subject to the review and reasonable approval of Ernst & Young, LLP, in order for the Executive to mitigate the effects of Section 280G of the Code.

Certain Accelerations and Option Exercises. The Executive agrees that the Company may, at its election, accelerate the payment of (x) the amount described in Section 7(a5(a) and/or (y) the annual bonus for 2004 to a date on or before December 31, 2004 (it being understood that the amount payable under Section 7(a6(a) shall be based upon the date upon which the Effective Time occurs and shall be reduced by any amount previously paid under this Section 12(c8(c)), and agrees to exercise, prior to December 31, 2004, any vested options to purchase Company Berlin shares that would otherwise expire by their terms during calendar year 2004, 2005 and 2006 and that may reasonably be necessary, based on the advice of KPMG LLP, and subject to the review and reasonable approval of Ernst & Young, LLP, in order for the Executive to mitigate the effects of Section 280G of the Code.