Common use of Company Payments Clause in Contracts

Company Payments. (i) the Company shall pay to Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal to $5,000,000 (the "COMPANY TERMINATION FEE") if this Agreement is terminated by Parent pursuant to Section 7.1(h). (ii) the Company shall pay Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal to the Company Termination Fee, if this Agreement is terminated by Parent or the Company, as applicable, pursuant to Section 7.1(b) or Section 7.1(d) as a result of the Company's failure to obtain the required approvals of the stockholders of the Company and any of the following shall occur: (1) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period (as defined below) a Company Acquisition (as defined below) is consummated; or (2) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period the Company enters into an agreement or letter of intent providing for a Company Acquisition. (iii) the Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent commences a lawsuit that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such lawsuit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this Agreement, "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of or Parent Company involved in such transaction, (ii) a sale or other disposition by the Company of all or substantially all of its assets or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. (i) In the Company shall pay to Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal to $5,000,000 (the "COMPANY TERMINATION FEE") if this Agreement is terminated by Parent pursuant to Section 7.1(h). (ii) the Company shall pay Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal to the Company Termination Fee, if event that this Agreement is terminated by Parent or the Company, as applicable, pursuant to Section 7.1(bSections 7.1(d), 7.1(f) or Section 7.1(h), Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $50 million in immediately available funds; provided, that in the case of a termination under Sections 7.1(d) as a result of the Company's failure or 7.1(h) prior to obtain the required approvals of the stockholders of the Company and any of the following which no Triggering Event has occurred, (i) such payment shall occur: be made only if (1A) if following the date hereof of this Agreement and prior to the termination of this Agreement, a third party person has publicly announced a bona fide Acquisition Proposal and (and not publicly and irrevocably withdrawnB) a Company Acquisition Offer and within nine months following the Applicable Period (as defined below) termination of this Agreement either a Company Acquisition (as defined below) is consummated; or (2) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period or the Company enters into an agreement or letter of intent providing for a Company Acquisition. Acquisition and such Company Acquisition is later consummated with the person (iiior another person controlling, controlled by or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period) and (ii) such payment shall be made promptly, but in no event later than two days after the consummation of such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period). Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) ), and, in order to obtain such payment, Parent commences makes a lawsuit claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such lawsuitsuit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this Agreement, "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of or Parent Company involved in such transaction, (ii) a sale or other disposition by the Company of all or substantially all of its assets or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. (i) In the Company shall pay to Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal to $5,000,000 (the "COMPANY TERMINATION FEE") if event that this Agreement is terminated by Parent pursuant to Section 7.1(h). (ii) the Company shall pay Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal to the Company Termination Fee, if this Agreement is terminated by Parent Buyer or the Company, as applicable, pursuant to Section 7.1(bSections 9.1(b), (d) or Section 7.1(d) as a result of the Company's failure to obtain the required approvals of the stockholders of (f), the Company and any shall promptly, but in no event later than two days after the date of such termination, pay Buyer a fee equal to $6,000,000 in immediately available funds (the following “Termination Fee”); provided, that in the case of termination under Section 9.1(b) or 9.1(d): (i) such payment shall occur: (1) be made only if following the date hereof of this Agreement and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company withdrawn an Acquisition Offer and Proposal and, within the Applicable Period (as defined below) a Company Acquisition (as defined below) is consummated; or (2) if twelve months following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company any Acquisition Offer and within the Applicable Period Transaction is consummated or the Company enters into an agreement or letter of intent providing for a an Acquisition Transaction and such Acquisition Transaction is later consummated with (regardless of when such consummation occurs if the Company Acquisition. has entered into such an agreement within such twelve-month period), and (iiiii) such payment in immediately available funds shall be made promptly, but in no event later than two days after the consummation of such the Acquisition Transaction. The Company acknowledges that the agreements contained in this Section 7.3(b9.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent Buyer would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner the amounts amount due pursuant to this Section 7.3(b) 9.3(b), and, in order to obtain such payment, Parent commences Buyer makes a lawsuit claim for such amount that results in a judgment against the Company for the amounts set forth in this Section 7.3(b)Company, the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such lawsuit, together with Buyer interest on the amounts set forth in this Section 7.3(b) such amount at the prime rate of The Chase Manhattan Bank XX Xxxxxx Xxxxx in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this AgreementSection 9.3(b) when considering payment of a Termination Fee pursuant to an Acquisition Transaction occurring subsequent to a termination under either Section 9.1(b) or 9.1(d) of this Agreement (but not a termination pursuant to Section 9.1(f)), "COMPANY ACQUISITION" shall mean any each instance of the following transactions term “15%” in the definition of Acquisition Transaction (other than whether used directly or indirectly in the transactions contemplated by this Agreement): definition of Acquisition Proposal) shall be deemed to mean “50%” and the restrictions set forth in clauses (ia)(i)(A) a merger, consolidation, business combination, recapitalization, or similar transaction involving the Company pursuant to which the stockholders and (B) and (b)(i)(A) and (B) of the Company immediately preceding such transaction hold less than 50% definition of the aggregate equity interests in the surviving or resulting entity of or Parent Company involved in such transaction, (ii) a sale or other disposition by the Company of all or substantially all of its assets or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the CompanyAcquisition Transaction shall be disregarded.

Company Payments. (i) the The Company shall pay to Parent in immediately available funds, within two one (21) business days after demand by Parentday thereafter, an amount equal to $5,000,000 12,000,000 (the "COMPANY TERMINATION FEE"“Termination Fee”) if this Agreement is terminated by Parent pursuant to Section 7.1(h7.1(j). (ii) the The Company shall pay to Parent in immediately available funds, concurrent with the termination by the Company of this Agreement pursuant to Section 7.1(e), an amount equal to the Termination Fee. (iii) The Company shall pay to Parent in immediately available funds, within two one (21) business days day after demand by Parentthe occurrence of the events stipulated in paragraphs (A) or (B) below, as the case may be, an amount equal to the Company Termination Fee, if this Agreement is terminated by Parent or the Company, as applicable, pursuant to Section 7.1(b) or Section 7.1(d) as a result of the Company's failure to obtain the required approvals of the stockholders of the Company and any of the following shall occur: (1A) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (an Acquisition Proposal and has not publicly and irrevocably withdrawndefinitively withdrawn such Acquisition Proposal at least five (5) a Company Acquisition Offer days prior to the earlier to occur of the End Date or the Stockholders’ Meeting, as applicable, and within 12 months following the Applicable Period (as defined below) a termination of this Agreement any Company Acquisition (as defined below) is consummated; or (2B) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (an Acquisition Proposal and has not publicly and irrevocably withdrawndefinitively withdrawn such Acquisition Proposal at least five (5) a Company Acquisition Offer days prior to the earlier to occur of the End Date or the Stockholders’ Meeting, as applicable, and within 12 months following the Applicable Period termination of this Agreement the Company enters into an agreement or a letter of intent or similar document or any Contract providing for a any Company Acquisition. (iiiiv) the The Company hereby acknowledges and agrees that the agreements contained set forth in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent commences makes a lawsuit claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' ’ fees and expenses) in connection with such lawsuitsuit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank Citibank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of any intentional or willful breach of, or any intentional misrepresentation made in, this Agreement. (v) Notwithstanding anything to the contrary set forth in this Agreement, each of the parties hereto hereby expressly acknowledges and hereby agrees that, with respect to any termination of this Agreement pursuant to Section 7.1 (other than a termination based upon the willful or intentional breach of, or any intentional misrepresentation made in, this Agreement) under circumstances in which the Termination Fee is payable pursuant to this Section 7.3(b), payment of the Termination Fee shall constitute liquidated damages with respect to any claim for damages or any other claim which Parent or Merger Sub would otherwise be entitled to assert against the Company or its assets, or against any Employees or stockholders of the Company, with respect to any such termination of this Agreement, and shall constitute the sole and exclusive remedy with respect to any such termination of this Agreement. The parties hereto expressly acknowledge and agree that, in light of the difficulty of accurately determining actual damages with respect to the foregoing upon any such termination of this Agreement pursuant to Section 7.1 (other than a termination based upon the willful or intentional breach of, or any intentional misrepresentation made in, this Agreement) under circumstances in which the Termination Fee is payable pursuant to this Section 7.3(b), the right to such payment: (A) constitutes a reasonable estimate of the damages that will be suffered by reason of any such termination this Agreement, and (B) shall be in full and complete satisfaction of any and all damages arising as a result of any such termination of this Agreement. Except for nonpayment of the Termination Fee pursuant to this Section 7.3(b), the parties agree that, upon any termination of this Agreement pursuant to Section 7.1 (other than a termination based upon the willful or intentional breach of, or any intentional misrepresentation made in, this Agreement) under circumstances in which the Termination Fee is payable pursuant to this Section 7.3(b), in no event shall Parent or Merger Sub be entitled to seek or to obtain any recovery or judgment against the Company or any subsidiaries of the Company or any of their respective assets, or against any of their respective directors, officers, employees or stockholders for any such termination of this Agreement, and in no event shall Parent or Merger Sub be entitled to seek or obtain any other damages of any kind, including consequential, special, indirect or punitive damages, for any such termination of this Agreement. Notwithstanding the foregoing, payment of the Termination Fee pursuant to this Section 7.3(b) shall not constitute liquidated damages with respect to any claim for damages or any other claim which Parent or Merger Sub would be entitled to assert against the Company or its assets, or against any Employees or stockholders of the Company, with respect to any such termination of this Agreement based upon the willful or intentional breach or intentional misrepresentation of any representations, warranties or covenants of the Company in this Agreement, and shall not constitute the sole and exclusive remedy with respect to any such termination of this Agreement based upon the willful or intentional breach or misrepresentation of any of the representations, warranties or covenants of the Company in this Agreement. (vi) For the purposes of this Agreement, "COMPANY ACQUISITION" “Company Acquisition” shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (iA) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 5060% of the aggregate equity interests in the surviving or resulting entity of such transaction or Parent Company involved in such transactionany direct or indirect parent thereof, (iiB) a sale or other disposition by the Company of all or substantially all assets representing in excess of its assets 40% of the aggregate fair market value of the Company’s business immediately prior to such sale or (iiiC) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 5040% of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. (i) In the Company shall pay to Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal to $5,000,000 (the "COMPANY TERMINATION FEE") if this Agreement is terminated by Parent pursuant to Section 7.1(h). (ii) the Company shall pay Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal to the Company Termination Fee, if event that this Agreement is terminated by Parent or the Company, as applicable, pursuant to Sections 7.1(b), (e) or (f), the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $200 million in immediately available funds (the "TERMINATION FEE"); provided, that in the case of termination under Section 7.1(b) or Section 7.1(d7.1(e), (i) as a result of the Company's failure to obtain the required approvals of the stockholders of the Company and any of the following such payment shall occur: (1) be made only if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company an Acquisition Offer Proposal and within 12 months following the Applicable Period (as defined below) termination of this Agreement a Company Acquisition (as defined below) is consummated; or (2) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period consummated or the Company enters into an agreement or letter of intent providing for a Company Acquisition. Acquisition and (iiiii) such payment shall be made promptly, but in no event later than two days after the consummation of such Company Acquisition or the entry by the Company into such agreement. The Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) , and, in order to obtain such payment, Parent commences makes a lawsuit claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such lawsuitsuit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this Agreement, Agreement "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): ); (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of or Parent Company involved in such transaction, (ii) a sale or other disposition by the Company of all or substantially all assets representing in excess of its assets 50% of the aggregate fair market value of the Company's business immediately prior to such sale or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. (i) the Company shall pay to Parent in immediately available funds, within two three (23) business days after demand by Parent, an amount equal to $5,000,000 9,000,000 (the "COMPANY TERMINATION FEETermination Fee") if this Agreement is terminated by Parent pursuant to Section 7.1(h7.01(g). (ii) the Company shall pay Parent in immediately available funds, within two If (2A) business days after demand by Parent, an amount equal to the Company Termination Fee, if this Agreement is terminated by Parent or the Company, as applicable, pursuant to Section 7.1(bSections 7.01(b) or Section 7.1(d(d)(i), (B) as a result of the Company's failure to obtain the required approvals of the stockholders of the Company and any of the following shall occur: (1) if following the date hereof and prior to such termination a third party shall have announced an Acquisition Proposal and (C) within twelve (12) months following the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period (as defined below) Agreement a Company Acquisition (as defined below) is consummated; or (2) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period the consummated or Company enters into an agreement or letter of intent providing for a Company AcquisitionAcquisition which is subsequently consummated, then Company shall pay Parent in immediately available funds at or prior to consummating such Company Acquisition an amount equal to the Termination Fee. (iii) the Company acknowledges that the agreements contained in this Section 7.3(b7.03(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b7.03(b) and, in order to obtain such payment, Parent commences makes a lawsuit claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b7.03(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such lawsuitsuit, together with interest on the amounts set forth in this Section 7.3(b7.03(b) at the prime rate of The Chase Manhattan Bank Xxxxx Fargo Bank, National Association in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b7.03(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this Agreement, "COMPANY ACQUISITIONCompany Acquisition" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of or Parent Company involved in such transaction, (ii) a sale or other disposition by the Company of all or substantially all assets representing in excess of its assets 50% of the aggregate fair market value of Company's business immediately prior to such sale or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. (i) The Company shall pay to Parent US$60,800,000 (Sixty Million Eight Hundred Thousand U.S. dollars) (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that: (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d) as a result of the failure to obtain the Company Shareholder Approval, (B) after the date of this Agreement and at or prior to the date of the Company Shareholders Meeting an Acquisition Proposal shall have been publicly announced and shall not have been withdrawn or otherwise abandoned and (C) within twelve (12) months following such termination of this Agreement the Company enters into a definitive agreement to effect such Acquisition Proposal with the party that made such Acquisition Proposal, which is subsequently consummated. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), the Company shall pay to Parent in the Termination Fee, by wire transfer of immediately available funds, within two (2) business days after demand funds to an account or accounts designated in writing by Parent, an amount equal as a condition to $5,000,000 the effectiveness of such termination. (iii) In the "COMPANY TERMINATION FEE") if event that this Agreement is terminated by Parent pursuant to Section 7.1(h9.1(g). (ii) , the Company shall pay to Parent in the Termination Fee, by wire transfer of immediately available fundsfunds to an account or accounts designated in writing by Parent, within two (2) business days Business Days after demand by Parent. (iv) In the event that the Company fails to pay any amount required pursuant to this Section 9.3(b) when due, an such amount shall accrue interest for the period commencing on the date such amount became past due, at a rate equal to the Company Termination Feerate of interest publicly announced by Citibank N.A. from time to time during such period, as such bank’s prime lending rate. In addition, if this Agreement is terminated by Parent or the Company, as applicable, pursuant to Section 7.1(b) or Section 7.1(d) as a result of the Company's failure to obtain the required approvals of the stockholders of the Company and any of the following shall occur: (1) if following the date hereof and prior fails to the termination of this Agreementpay such amount when due, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period (as defined below) a Company Acquisition (as defined below) is consummated; or (2) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period the Company enters into an agreement or letter shall also pay to Parent all of intent providing for a Company Acquisition. Parent’s costs and expenses (iiiincluding reasonable attorneys’ fees) the in connection with successful efforts to collect such amounts. The Company acknowledges that the agreements contained in this provisions of Section 7.3(b9.3(b) are an integral part of the transactions contemplated by this Agreement, hereby and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b. (v) and, in order to obtain such payment, Parent commences a lawsuit that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the The Company shall pay to Parent its reasonable costs and expenses the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (including reasonable attorneys' fees and expenses2) in connection with such lawsuitBusiness Days after demand by Parent, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event that (A) this Agreement is terminated by the Company or Parent pursuant to Section 9.1(c) or Section 9.1(f) (but only if at such time Parent would not be prohibited from terminating this Agreement by the proviso in Section 9.1(c) or clause (i) of breach Section 9.1(f), as applicable), (B) there has been publicly disclosed after the date of this Agreement. For Agreement and prior to the purposes date of termination of this Agreement an Acquisition Proposal that remains outstanding and not withdrawn as of the date of termination of this Agreement, "COMPANY ACQUISITION" shall mean and (C) within twelve (12) months after such termination of this Agreement, the Company enters into a negotiated definitive agreement with respect to a Qualifying Transaction or consummates a Qualifying Transaction pursuant to a negotiated definitive agreement to which the Company is a party (in each case regardless of whether the Qualifying Transaction is the Acquisition Proposal referred to in clause (ii)). As used in this Section 9.3(b)(v), “Qualifying Transaction” means any acquisition of (x) 50% or more of the following transactions (other than the transactions contemplated by this Agreement): (i) outstanding Company Shares pursuant to a merger, consolidation, consolidation or other business combination, recapitalizationsale of shares of capital stock, tender offer or exchange offer or similar transaction involving the Company pursuant to which or (y) the stockholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of or Parent Company involved in such transaction, (ii) a sale or other disposition by the Company of all or substantially all of its the assets or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the CompanyCompany and its Subsidiaries, taken as a whole.

Company Payments. (i) the The Company shall pay to Parent in immediately available funds, within two one (21) business days day after demand by Parent, an amount equal to $5,000,000 9,500,000 (the "COMPANY TERMINATION FEE") if this Agreement is terminated by Parent pursuant to Section 7.1(h7.1(i). (ii) ; PROVIDED, HOWEVER, that the Company Termination Fee shall pay Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal to the Company Termination Fee, not be payable if this Agreement is terminated by Parent following the occurrence of a Triggering Event other than that specified in clause (v) of the definition thereof and, prior to such termination, the closing condition set forth in Section 6.1(a) shall have been satisfied. (ii) If (A) this Agreement is terminated by Parent or the Company, as applicable, pursuant to Section Sections 7.1(b) or Section 7.1(d(d), (B) as a result of the Company's failure to obtain the required approvals of the stockholders of the Company and any of the following shall occur: (1) if following the date hereof and prior to such termination, there shall exist or have been publicly announced an Acquisition Proposal and (C) within nine (9) months following the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period (as defined below) Agreement a Company Acquisition (as defined below) is consummated; or (2) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period the consummated or Company enters into an agreement or letter of intent providing for a Company Acquisition, or a third party commences a tender or exchange offer for a Company Acquisition, then Company shall pay Parent in immediately available funds at or prior to consummating such Company Acquisition, respectively, an amount equal to the Termination Fee. (iii) the Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent commences makes a lawsuit claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such lawsuitsuit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank of America N.T. & S.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of the intentional or wilfull breach of any covenant or agreement set forth in this Agreement. For the purposes of this Agreement, "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of or Parent Company involved in such transaction, (ii) a sale or other disposition by the Company of all or substantially all of its assets or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Company.the

Company Payments. (i) In the Company shall pay to Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal to $5,000,000 (the "COMPANY TERMINATION FEE") if event that this Agreement is terminated by Parent pursuant to Section 7.1(h). (ii) the Company shall pay Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal to the Company Termination Fee, if this Agreement is terminated ---------------- by Parent or the Company, as applicable, pursuant to Section 7.1(bSections 7.1(d), 7.1(f) or Section 7.1(h), the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $425 million in immediately available funds (the "Termination Fee"); provided, that in the case of a termination under Sections 7.1(d) as a result of the Company's failure or 7.1(h) prior to obtain the required approvals of the stockholders of the Company and any of the following which no Triggering Event has occurred, (i) such payment shall occur: be made only if (1A) if following the date hereof of this Agreement and prior to the termination of this Agreement, a third party person has publicly announced an Acquisition Proposal and (and not publicly and irrevocably withdrawnB) a Company Acquisition Offer and within nine months following the Applicable Period (as defined below) termination of this Agreement, either a Company Acquisition (as defined below) is consummated; or (2) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period or the Company enters into an agreement or letter of intent providing for a Company Acquisition. Acquisition and such Company Acquisition is later consummated with the person (iiior another person controlling, controlled by, or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period), and (ii) such payment shall be made promptly, but in no event later than two days after the consummation of such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period). Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) ), and, in order to obtain such payment, Parent commences makes a lawsuit claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such lawsuitsuit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this Agreement, "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of or Parent Company involved in such transaction, (ii) a sale or other disposition by the Company of all or substantially all of its assets or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. (i) the Company shall pay to Parent in immediately available funds, within two one (21) business days day after demand by Parent, an amount equal to (U.S.) $5,000,000 4,400,000 (the "COMPANY TERMINATION FEE") if this Agreement is terminated by Parent pursuant to Section 7.1(h8.1(d) or (g) or (h). (ii) the Company shall pay to Parent in immediately available funds, within two one (21) business days day after demand by Parent, an amount equal to the Company Termination Fee, Fee if this Agreement is terminated by Parent or the Company, as applicable, pursuant to Section 7.1(b8.1(b) or Section 7.1(d) as a result of the Company's failure to obtain the required approvals of the stockholders of the Company and any of the following shall occur: (1a) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company an Acquisition Offer Proposal and within twelve (12) months following the Applicable Period (as defined below) termination of this Agreement a Company Acquisition (as defined below) is consummated; or (2b) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company an Acquisition Offer Proposal and within twelve (12) months following the Applicable Period the termination of this Agreement Company enters into an agreement or letter of intent providing for a Company Acquisition. (iii) the Company acknowledges that the agreements contained in this Section 7.3(b8.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b8.3(b) and, in order to obtain such payment, Parent commences makes a lawsuit claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b8.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such lawsuitsuit, together with interest on the amounts set forth in this Section 7.3(b8.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b8.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this Agreement, "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a mergeran amalgamation, consolidation, business combination, merger, plan of arrangement, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders shareholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of or Parent Company involved in such transaction, (ii) a sale or other disposition by the Company of all or substantially all assets representing in excess of its assets 50% of the aggregate fair market value of Company's business immediately prior to such sale or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. (i) the Company shall pay to Parent in immediately available funds, within two one (21) business days day after demand by Parent, an amount equal to $5,000,000 25,500,000.00 (the "COMPANY TERMINATION FEE") if this Agreement is terminated by Parent pursuant to Section 7.1(h7.1(g) or (h). (ii) the Company shall pay Parent in immediately available funds, within two one (21) business days day after demand by Parent, an amount equal to the Company Termination Fee, if this Agreement is terminated by Parent or the Company, as applicable, pursuant to Section Sections 7.1(b) or Section 7.1(d(d) as a result of the Company's failure to obtain the required approvals of the stockholders of the Company and any of the following shall occur: (1a) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company an Acquisition Offer Proposal and within twelve (12) months following the Applicable Period (as defined below) termination of this Agreement a Company Acquisition (as defined below) is consummated; or (2b) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company an Acquisition Offer Proposal and within twelve (12) months following the Applicable Period the termination of this Agreement Company enters into an agreement or letter of intent providing for a Company Acquisition. Notwithstanding the foregoing, Parent shall not be entitled to Termination Fee with respect to Section 7.1(b) if Parent's or Merger Sub's action or failure to act has been the principal cause of or resulted in the failure of the Merger to occur on or before June 30, 2000 and such action or failure to act constitutes a breach of this Agreement. (iii) the Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent commences makes a lawsuit claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such lawsuitsuit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this Agreement, "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of or Parent Company involved in such transaction, (ii) a sale or other disposition by the Company of all or substantially all assets representing in excess of its assets 50% of the aggregate fair market value of Company's business immediately prior to such sale or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. (i) the Company shall pay to Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal to $5,000,000 (the "COMPANY TERMINATION FEE") if this Agreement is terminated by Parent pursuant to Section 7.1(h). (ii) the Company shall pay Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal to the Company Termination Fee, if If this Agreement is terminated by Parent or the Company, as applicable, prior to the appointment time pursuant to Section 7.1(bSections 8.1(b)(i) or (ii) or Section 7.1(d8.1(c), Company shall promptly, but in any event no later than two days after the date of such termination, pay Parent a fee equal to $50 million in immediately available funds (the "Termination Fee"); provided, that in the case of a termination under Section 8.1(b)(i) as a result of the Company's failure or (ii) prior to obtain the required approvals of the stockholders of the Company and any of the following which no Triggering Event has occurred, (i) such payment shall occur: be made only if (1A) if following the date hereof of this Agreement and prior to the termination of this Agreement, a third party has any Acquisition Proposal shall have been publicly announced (or shall have become publicly known and not publicly withdrawn at least 5 business days prior to the scheduled expiration date of the Offer, and irrevocably withdrawn(B) a Company Acquisition Offer and within 12 months following the Applicable Period (as defined below) termination of this Agreement, either a Company Acquisition (as defined below) is consummated; or (2) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period the or Company enters into an agreement or letter of intent providing for a Company Acquisition and such Company Acquisition is later consummated, and (ii) such payment shall be made promptly, but in any event no later than two days after the consummation of such Company Acquisition. (iii) the . Company acknowledges that the agreements contained in this Section 7.3(b8.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) 8.3(b), and, in order to obtain such payment, Parent commences makes a lawsuit claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b)Company, the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such lawsuitsuit, together with interest on the amounts set forth in this Section 7.3(b8.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b8.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this Agreement, "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of or Parent Company involved in such transaction, (ii) a sale or other disposition by the Company of all or substantially all of its assets or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. (i) Notwithstanding any other provision of this Agreement, in the event that counsel for Parent or the Company shall pay in good faith determine that the payment of all or any portion of any amount required to Parent be paid in immediately available funds, within two (2) business days after demand cash by Parent, an amount equal to $5,000,000 (the "COMPANY TERMINATION FEE") if this Agreement is terminated by Parent pursuant to Section 7.1(h). (ii) the Company shall pay Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal to the Company Termination Fee, if this Agreement is terminated by Parent or the Company, as applicable, pursuant to Section 7.1(b) or Section 7.1(d) as a result of the Company's failure to obtain the required approvals of the stockholders of the Company and any of the following shall occur: (1) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period (as defined below) a Company Acquisition (as defined below) is consummated; or (2) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period the Company enters into an agreement or letter of intent providing for a Company Acquisition. (iii) the Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated under this Agreement (each a "Company Payment" and collectively, the "Company Payments"), which cash is attributable to a borrowing incurred by this Agreementthe Company, Parent, or any subsidiary or affiliate of Parent or Company, would prevent counsel from rendering an opinion described in Sections 7.2(d) or 7.3(f) hereof, then, to the extent necessary to enable such counsel to render such opinion and thatsubject to the receipt of any necessary consents, without these agreements, Parent would not enter into this Agreement; accordingly, if each party identified by the Company fails in its sole and absolute discretion that is entitled to pay receive the Company Payments shall instead receive a number of shares of Parent Common Stock (if necessary, rounded up to the next whole number of shares) equal to: (x) the sum of (1) the dollar amount of the Company Payment and (2) 3% of the amount in a timely manner (1), which represents the amounts due estimated brokerage fees and other selling costs and expenses that reasonably could be expected to be incurred by such party if such party decided to sell such shares of Parent Common Stock received pursuant to this Section 7.3(b2.13, divided by (y) and, in order to obtain such payment, the average closing price per share of Parent commences a lawsuit that results in a judgment against Common Stock on the Company NYSE for the amounts set forth in period of ten trading days immediately preceding the Effective Time. Parent shall withhold from any payment of Parent Common Stock pursuant to this Section 7.3(b)2.13 any taxes required to be withheld. At Parent's request, the Company shall pay to Parent use its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with best efforts to obtain any such lawsuit, together with interest on necessary consents prior to the amounts set forth in this Section 7.3(b) at Effective Time. Notwithstanding the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. fact that a Company Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this Agreement, "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, would otherwise or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of or Parent Company involved in such transaction, (ii) a sale or other disposition ordinarily have been paid by the Company of all or substantially all of its assets or (iii) prior to the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company)Effective Time, directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing if paid in excess of 50% of the voting power of the then outstanding shares of capital stock of Parent Common Stock pursuant to this Section 2.13, such Company Payment shall be made by Parent as soon as practicable after the CompanyEffective Time.

Company Payments. (i) In the Company shall pay to Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal to $5,000,000 (the "COMPANY TERMINATION FEE") if this Agreement is terminated by Parent pursuant to Section 7.1(h). (ii) the Company shall pay Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal to the Company Termination Fee, if event that this Agreement is terminated by Parent or the Company, as applicable, pursuant to Sections 7.1(b), (d) (e), or (j) the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $15 million in immediately available funds (the "TERMINATION FEE"); provided, that in the case of termination under Section 7.1(b) or Section 7.1(d) as a result of the Company's failure to obtain the required approvals of the stockholders of the Company and any of the following ), such payment shall occur: (1) be made only if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company an Acquisition Offer Proposal and within 12 months following the Applicable Period (as defined below) termination of this Agreement a Company Acquisition (as defined below) is consummated; or (2) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period consummated or the Company enters into an agreement or letter of intent providing for a Company Acquisition. (iii) ; provided, further that no termination by the Company giving rise to the payment of the Termination Fee shall be effective until Parent actually receives such fee. The Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) , and, in order to obtain such payment, Parent commences makes a lawsuit claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such lawsuitsuit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this Agreement, Agreement "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): ); (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of or Parent Company involved in such transaction, (ii) a sale or other disposition by the Company of all or substantially all assets representing in excess of its assets 50% of the aggregate fair market value of the Company's business immediately prior to such sale or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. (i) the Company shall pay to Parent in immediately available funds, within two one (21) business days day after demand by Parent, an amount equal to $5,000,000 65,000,000 (the "COMPANY TERMINATION FEETermination Fee") if this Agreement is terminated by Parent pursuant to Section 7.1(h7.1(g); provided, however, that in the event this Agreement is terminated by Parent pursuant to 7.1(g) as a result of a "Triggering Event" specified in clause (vi) of the definition thereof, then the Termination Fee shall not be payable if Parent shall have terminated this Agreement more than ten (10) business days after the Company shall have notified Parent of the breach of Section 5.4 hereof to which such Triggering Event relates. (ii) the Company shall pay Parent in immediately available funds, within two If (2A) business days after demand by Parent, an amount equal to the Company Termination Fee, if this Agreement is terminated by Parent or the Company, as applicable, pursuant to Section 7.1(b7.1(d), (B) or Section 7.1(dprior to such termination a third party shall have publicly announced an Acquisition Proposal, (C) as a result of the Company's failure such Acquisition Proposal shall not have been unconditionally and publicly withdrawn prior to obtain the required approvals of the stockholders of the Company and any of the following shall occur: (1) if following the date hereof and that is five (5) business days prior to such termination, and (D) within nine (9) months following the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period (as defined below) Agreement a Company Acquisition (as defined below) is consummated; or (2) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period the consummated or Company enters into an a definitive agreement or binding letter of intent providing for a Company AcquisitionAcquisition (which is subsequently consummated), then Company shall pay Parent in immediately available funds at or prior to the consummation of such Company Acquisition an amount equal to the Termination Fee. (iii) the Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent commences makes a lawsuit claim that results in a final judgment against the Company no longer subject to appeal for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such lawsuitsuit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank of America N.T. & S.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of willful breach of this Agreement. For the purposes of this Agreement, "COMPANY ACQUISITIONCompany Acquisition" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, recapitalization or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction do not hold less than 50(directly or indirectly) at least 60% of the aggregate equity interests in the surviving or resulting entity of such transaction or Parent Company involved in a parent entity following such transaction, (ii) a sale or other disposition by the Company of all or substantially all assets representing in excess of its assets 60% of the aggregate fair market value of Company's business immediately prior to such sale or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 5060% of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. (i) Provided no Termination Fee is payable pursuant to clauses (ii) or (iii) below, the Company shall pay to Parent in immediately available funds prior to or concurrently with such termination an amount equal to Thirty-Two Million Dollars ($32,000,000) (the “Termination Fee”) if this Agreement is terminated by the Company pursuant to Section 7.1(h). (ii) Provided no Termination Fee is payable pursuant to clause (i) above or (iii) below, the Company shall pay to Parent in immediately available funds, within one (1) business day thereafter the Termination Fee if this Agreement is terminated by Parent or the Company and prior to such termination a Triggering Event shall have occurred. (iii) Provided no Termination Fee is payable pursuant to clauses (i) or (ii) above, the Company shall pay to Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal to $5,000,000 (the "COMPANY TERMINATION FEE") if this Agreement is terminated by Parent pursuant to Section 7.1(h). (ii) the Company shall pay Parent in immediately available funds, within two (2) business days after demand by Parentthereafter, an amount equal to the Company Termination Fee, if this Agreement is terminated by Parent or the Company, as applicable, Company pursuant to Section 7.1(b) or Section 7.1(d) as a result of the Company's failure to obtain the required approvals of the stockholders of the Company Stockholder Approval shall not have been obtained at the Stockholders’ Meeting or any adjournment or postponement thereof and any of the following shall occur: (1) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company an Acquisition Offer Proposal, and within 12 months following the Applicable Period (as defined below) a termination of this Agreement, any Company Acquisition (as defined below) is consummated; or (2) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company an Acquisition Offer Proposal, and within 12 months following the Applicable Period termination of this Agreement, the Company enters into an agreement or a letter of intent or similar document or any Contract providing for any Company Acquisition and a Company AcquisitionAcquisition is ultimately consummated (whether prior to or after such twelve-month period). (iiiiv) the The Company hereby acknowledges and agrees that the agreements contained set forth in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent commences makes a lawsuit claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' ’ fees and expenses) in connection with such lawsuitsuit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank Citibank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of any intentional or willful breach of of, or any intentional misrepresentation made in, this Agreement. (v) No payment under this Section 7.3 shall limit in any respect any rights or remedies available to Parent and Merger Sub relating to any breach or failure to perform any representation, warranty, covenant or agreement set forth in this Agreement resulting, directly or indirectly, in the right to receive any payment under this Section 7.3. Notwithstanding any other provision of Section 7.3(b) (other than the immediately preceding sentence) to the contrary, in no event shall the Company be required to pay Parent any amounts under this Section 7.3(b) in excess of the Termination Fee. (vi) For the purposes of this Agreement, "COMPANY ACQUISITION" “Company Acquisition” shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (iA) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 5080% of the aggregate equity interests in the surviving or resulting entity of such transaction or Parent Company involved in such transactionany direct or indirect parent thereof, (iiB) a sale or other disposition by the Company of all or substantially all assets representing in excess of its assets 20% of the aggregate fair market value of the Company’s business immediately prior to such sale or (iiiC) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 5020% of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. (i) the Company shall pay to Parent in immediately available funds, within two (2) business days after demand by Parent, funds an amount in cash equal to $5,000,000 15,000,000 (the "COMPANY TERMINATION FEE") (A) within one (1) business day after demand by Parent if this Agreement is terminated by Parent pursuant to Section 7.1(h7.01(c) and (B) prior to any termination of this Agreement by Company pursuant to Section 7.01(d). (ii) the Company shall pay Parent in immediately available funds, within two one (21) business days day after demand by Parent, an amount in cash equal to the Company Termination Fee, if this Agreement is terminated by Parent or the Company, as applicable, pursuant to Section 7.1(bSections 7.01(b)(i) or Section 7.1(d(ii) as a result of the Company's failure prior to obtain the required approvals of the stockholders of the Company and any of the following shall occur: which no Triggering Event has occurred, if (1A) if following the date hereof and prior to the such termination of this Agreement, a third party has an Acquisition Proposal shall have been publicly announced or shall have become publicly known and shall not have been unconditionally and publicly withdrawn prior to the date that is one (1) business day prior to the date of any such termination by Parent or that is five (5) business days prior to the date of any such termination by Company, and not publicly and irrevocably withdrawn(B) a Company Acquisition Offer and within the Applicable Period nine (as defined below9) months following such termination of this Agreement, either (1) a Company Acquisition (as defined below) is consummated; or , or (2) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period the Company enters into an a definitive agreement or binding letter of intent providing for a Company AcquisitionAcquisition and such Company Acquisition is later consummated. (iii) the Company acknowledges that the agreements contained in this Section 7.3(b7.03(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b7.03(b) and, in order to obtain such payment, Parent commences makes a lawsuit claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b7.03(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such lawsuitsuit, together with interest on the amounts set forth in this Section 7.3(b7.03(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b7.03(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this Agreement, "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of or Parent Company involved in such transaction, (ii) a sale or other disposition by the Company of all or substantially all of its assets or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. (i) In the Company shall pay to Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal to $5,000,000 (the "COMPANY TERMINATION FEE") if event that this Agreement is terminated by Parent pursuant to Section 7.1(h). (ii) the Company shall pay Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal to the Company Termination Fee, if this Agreement is terminated ---------------- by Parent or the Company, as applicable, pursuant to Section Sections 7.1(b), 7.1(d) or 7.1(f), the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $2.5 million in immediately available funds (the "Termination Fee"); provided, that in the case of a termination under Sections 7.1(b) or Section 7.1(d) as a result of the Company's failure prior to obtain the required approvals of the stockholders of the which no Company and any of the following Triggering Event has occurred, (i) such payment shall occur: be made only if (1A) if following the date hereof of this Agreement and prior to the termination of this Agreement, a third party person has publicly announced (and not publicly and irrevocably withdrawn) withdrawn a Company Acquisition Offer Proposal and (B) within twelve months following the Applicable Period (as defined below) termination of this Agreement, either a Company Acquisition (as defined below) is consummated; or (2) if following the date hereof and prior to the termination of this Agreementconsummated with such person, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period or the Company enters into an agreement or letter of intent providing for a Company Acquisition. Acquisition with such person and such Company Acquisition is later consummated with such person (iiior an affiliate of such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such twelve-month period), and (ii) such payment shall be made promptly, but in no event later than two days after the consummation of such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such twelve-month period). Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) ), and, in order to obtain such payment, Parent commences makes a lawsuit claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such lawsuitsuit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of willful breach of this Agreement. For the purposes of this Agreement, "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of or Parent Company involved in such transaction, (ii) a sale or other disposition by the Company of all or substantially all of its assets or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. (i) the Company shall pay to Parent in immediately available funds, within two If (2A) business days after demand by Parent, an amount equal to $5,000,000 (the "COMPANY TERMINATION FEE") if this Agreement is validly terminated by Parent pursuant to (x) Section 7.1(h8.1(c) (provided that (x) at the Termination Date, all of the conditions set forth in Section 7.1 (other than the condition set forth in Section 7.1(a). ) and Section 7.3 have been satisfied or waived (iiother than those conditions that by their terms are to be satisfied at the Closing, so long as such conditions are at the time of termination capable of being satisfied as if such time were the Closing) and (y) the Company shall pay Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal failure of the Merger to be consummated prior to the Termination Date was not caused by a breach by the Company Termination Feeof any of its obligations under this Agreement, if including under Section 6.2), or (y) Section 8.1(d), or (z) Section 8.1(e); (B) following the execution and delivery of this Agreement is terminated by Parent or the Company, as applicable, pursuant to Section 7.1(b) or Section 7.1(d) as a result of the Company's failure to obtain the required approvals of the stockholders of the Company and any of the following shall occur: (1) if following the date hereof and prior to the such termination of this Agreement, a third party has any Person shall have publicly announced or provided to the Company Board (or the Special Committee) or management of the Company an Acquisition Proposal, and not publicly and irrevocably withdrawn) a Company withdrawn such Acquisition Offer and within the Applicable Period (as defined below) a Company Acquisition (as defined below) is consummated; or (2) if following the date hereof and Proposal at least five Business Days prior to the Company Stockholder Meeting or prior to the date of termination in the case of a termination pursuant to Section 8.1(e); and (C) within 12 months following such termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company either an Acquisition Offer and within the Applicable Period Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction, then the Company shall promptly (and in any event within three Business Days) upon the earlier of entry into such definitive agreement or letter the consummation of intent providing for a such Acquisition Transaction pay, or cause to be paid, to Parent (or its designee) the Company AcquisitionTermination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. For purposes of this Section 8.3(b)(i), all references to “20%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%.” (ii) If this Agreement is validly terminated pursuant to Section 8.1(f), then the Company must promptly (and in any event within three Business Days) following such termination pay, or cause to be paid, to Parent the Company Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) If this Agreement is validly terminated pursuant to Section 8.1(h), then the Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreementmust prior to or substantially concurrently with such termination pay, and thator cause to be paid, without these agreements, to Parent would not enter into this Agreement; accordingly, if the Company fails Termination Fee by wire transfer of immediately available funds to pay an account or accounts designated in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent commences a lawsuit that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such lawsuit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this Agreement, "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated writing by this Agreement): (i) a merger, consolidation, business combination, recapitalization, or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of or Parent Company involved in such transaction, (ii) a sale or other disposition by the Company of all or substantially all of its assets or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the CompanyParent.

Company Payments. (i) In the Company shall pay to Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal to $5,000,000 (the "COMPANY TERMINATION FEE") if event that this Agreement is terminated by Parent pursuant to Section 7.1(h). (ii9.1(c) the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent in immediately available funds, within two funds a fee equal to $15 million (2the "Termination Fee") business days after demand by Parent, plus an --------------- amount equal to Parent's reasonable investment banking, accounting and attorneys' fees and expenses and other fees and expenses incurred by Parent with respect to this Agreement and the Company Termination Fee, if transactions contemplated hereby ("Parent's Expenses"); ----------------- (ii) In the event that this Agreement is terminated by Parent or the Company, as applicable, pursuant to Section 7.1(b9.1(b) (at a time when Company is in material breach of any of its obligations under this Agreement and Parent is not in material breach of any of its obligations under this Agreement) or Section 7.1(d) as a result of the Company's failure 9.1(e), or by either Parent or Company pursuant to obtain the required approvals of the stockholders of the Company Section 9.1(g), and any of the within 12 months following shall occur: (1) if following the date hereof and prior to the termination of this Agreement, Agreement a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period (as defined below) a Company Acquisition Competing Transaction (as defined below) is consummated; or (2) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period the consummated or Company enters into an agreement or letter of intent providing for a Competing Transaction, then Company Acquisitionshall, within two days after the consummation of a Competing Transaction, pay Parent in immediately available funds an amount equal to the Termination Fee plus Parent's Expenses. (iii) the Company acknowledges that the agreements contained in this Section 7.3(b9.2(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) 9.2(b), and, in order to obtain such payment, Parent commences makes a lawsuit claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b9.2(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such lawsuitsuit, together with interest on the amounts set forth in this Section 7.3(b9.2(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b9.2(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this Agreement, "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of or Parent Company involved in such transaction, (ii) a sale or other disposition by the Company of all or substantially all of its assets or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. (i) the The Company shall pay to Parent in immediately available funds, within two one (21) business days day after demand by Parent, an amount equal to $5,000,000 21,000,000 (the "COMPANY TERMINATION FEE") if this Agreement is terminated by Parent pursuant to Section 7.1(h). (ii) the Company shall pay Parent in immediately available funds, within two one (21) business days day after demand by Parent, an amount equal to the Company Termination Fee, if this Agreement is terminated by Parent or the Company, as applicable, pursuant to Section Sections 7.1(b) or Section 7.1(d(d) as a result of the Company's failure to obtain the required approvals of the stockholders of the Company and any of the following shall occur: (1a) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company an Acquisition Offer Proposal and within twelve (12) months following the Applicable Period (as defined below) termination of this Agreement a Company Acquisition (as defined below) is consummated; or (2b) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company an Acquisition Offer Proposal and within twelve (12) months following the Applicable Period termination of this Agreement the Company enters into an agreement or letter of intent providing for a Company Acquisition. (iii) the The Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent commences makes a lawsuit claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such lawsuitsuit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this Agreement, "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of or Parent Company involved in such transaction, (ii) a sale or other disposition by the Company of all or substantially all assets representing in excess of its assets 50% of the aggregate fair market value of the Company's business immediately prior to such sale or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. (i) Notwithstanding anything to the contrary set forth in this Agreement, in the event that this Agreement is terminated by Parent pursuant to Section 7.1(e) hereof, the Company shall pay to Parent in immediately available -------------- funds, within two one (21) business days day after demand by Parent, an amount in cash equal to $5,000,000 59,000,000 (the "COMPANY TERMINATION FEETermination Fee") if this Agreement is terminated by Parent pursuant to Section 7.1(h).. --------------- (ii) Notwithstanding anything to contrary set forth in this Agreement, in the Company shall pay Parent in immediately available funds, within two event that (2A) business days after demand by Parent, an amount equal to the Company Termination Fee, if this Agreement is terminated by Parent or the Company, as applicable, pursuant to Section 7.1(b) or Section 7.1(d) as a result of the Company's failure to obtain the required approvals of the stockholders of the Company and any of the following shall occur: hereof, (1B) if -------------- -------------- following the date hereof and prior to the termination of this Agreement, a third party has publicly shall have announced an Acquisition Proposal, and (and not publicly and irrevocably withdrawnC) a Company Acquisition Offer and within the Applicable Period twelve (as defined below12) a Company Acquisition (as defined below) is consummated; or (2) if months following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period (as defined in Section 7.3(b)(iv) hereof) is ------------------ consummated or the Company enters into an agreement or letter of intent providing for a Company Acquisition, or a third party commences a tender or exchange offer for a Company Acquisition, then the Company shall pay to Parent, in immediately available funds, an amount in cash equal to the Termination Fee upon (x) the consummation of such Company Acquisition, or (y) the entry by the Company into such agreement or letter of intent. (iii) the The Company acknowledges that the agreements contained set forth in this Section 7.3(b) are an integral part of the transactions contemplated by ------------- this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly. Accordingly, if the Company fails shall fail to pay in a timely manner the amounts due pursuant to this Section 7.3(b) ), and, in order to obtain such -------------- payment, Parent commences makes a lawsuit claim that results in a final judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay -------------- to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such lawsuitsuit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase -------------- Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of -------------- damages incurred in the event of any willful or intentional breach of this Agreement. . (iv) For the all purposes of and under this Agreement, the term "COMPANY ACQUISITIONCompany Acquisition" shall mean any of the following transactions (other than ------------------- the transactions contemplated by this Agreement): ); (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than fifty percent (50% %) of the aggregate equity interests in the surviving or resulting entity of or Parent Company involved in such transaction, (ii) a sale or other disposition by the Company of all or substantially all assets representing in excess of its assets fifty percent (50%) of the aggregate fair market value of the Company's business immediately prior to such sale, or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of fifty percent (50% %) of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. (i) In the Company shall pay to Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal to $5,000,000 (the "COMPANY TERMINATION FEE") if this Agreement is terminated by Parent pursuant to Section 7.1(h). (ii) the Company shall pay Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal to the Company Termination Fee, if event that this Agreement is terminated by Parent or the Company, as applicable, pursuant to Section Sections 7.1(b), 7.1(d), 7.1(e) or 7.1(g), Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $3,135,000 in immediately available funds (the “Termination Fee”), less any amounts actually paid by Company to Parent pursuant to Section 7.3(a)(ii) hereof; provided, that in the case of a termination under Sections 7.1(b), 7.1(d) as a result of the Company's failure or 7.1(g) prior to obtain the required approvals of the stockholders of the Company and any of the following which no Triggering Event has occurred, such payment shall occur: be made only if (1A) if following the date hereof of this Agreement and prior to the termination of this Agreement, a third party person has publicly announced an Acquisition Proposal and (and not publicly and irrevocably withdrawnB) a Company Acquisition Offer and within nine months following the Applicable Period termination of this Agreement, either (as defined belowx) a Company Acquisition (as defined below) is consummated; or , or (2y) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period the Company enters into an agreement or letter of intent a Contract providing for a Company Acquisition. Acquisition and thereafter such Company Acquisition is consummated, substantially upon the terms provided in such Contract, and (iiiii) such payment shall be made promptly, but in no event later than two days after the consummation of any such Company Acquisition or the entry by Company into any such Contract. Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, the amount of, and the basis for payment of, the Termination Fee are reasonable and appropriate in all respects, and that, without these agreements, Parent would not enter into this Agreement; accordingly. Accordingly, if the Company fails to pay in a timely manner the amounts Termination Fee due pursuant to this Section 7.3(b) ), and, in order to obtain such payment, Parent commences makes a lawsuit claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' ’ fees and expenses) in connection with such lawsuitsuit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank of America, N.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this Agreement, "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of or Parent Company involved in such transaction, (ii) a sale or other disposition by the Company of all or substantially all of its assets or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. (i) The Company shall pay to Parent US$2,000,000 (Two Million U.S. Dollars) (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that the three (3) following conditions were fulfilled: (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(d) as a result of the failure to obtain the Company Shareholder Approval (B) after the date of this Agreement and at or prior to the date of the Company Shareholders Meeting an Acquisition Proposal shall have been publicly announced and shall not have been withdrawn or otherwise abandoned and (C) within twelve (12) months following such termination of this Agreement the Company enters into a definitive agreement to effect such Acquisition Proposal with the party (or any of its Affiliates) that made such Acquisition Proposal, which is subsequently consummated. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), the Company shall pay to Parent in the Termination Fee, by wire transfer of immediately available funds, within two (2) business days after demand funds to an account or accounts designated in writing by Parent, an amount equal as a condition to $5,000,000 the effectiveness of such termination. (iii) In the "COMPANY TERMINATION FEE") if event that this Agreement is terminated by Parent pursuant to Section 7.1(h9.1(g). (ii) , the Company shall pay to Parent in the Termination Fee, by wire transfer of immediately available fundsfunds to an account or accounts designated in writing by Parent, within two (2) business days Business Days after demand by Parent. (iv) In the event that the Company fails to pay any amount required pursuant to this Section 9.3(b) when due, an such amount shall accrue interest for the period commencing on the date such amount became past due, at a rate equal to the Company Termination Feerate of interest publicly announced by Mizrahi Tefahot Bank Ltd. from time to time during such period, as such bank’s prime lending rate. In addition, if this Agreement is terminated by Parent or the Company, as applicable, pursuant to Section 7.1(b) or Section 7.1(d) as a result of the Company's failure to obtain the required approvals of the stockholders of the Company and any of the following shall occur: (1) if following the date hereof and prior fails to the termination of this Agreementpay such amount when due, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period (as defined below) a Company Acquisition (as defined below) is consummated; or (2) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period the Company enters into an agreement or letter shall also pay to Parent all of intent providing for a Company Acquisition. Parent’s costs and expenses (iiiincluding reasonable attorneys’ fees) the in connection with successful efforts to collect such amounts. The Company acknowledges that the agreements contained in this provisions of Section 7.3(b9.3(b) are an integral part of the transactions contemplated by this Agreement, hereby and that, without these agreements, Parent would not enter into this Agreement; accordingly. (v) The Company shall pay to Parent the Termination Fee, if by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) this Agreement is terminated by the Company fails to pay in a timely manner the amounts due or Parent pursuant to Section 9.1(c) or Section 9.1(f) (but only if at such time Parent would not be prohibited from terminating this Agreement by the proviso in Section 7.3(b9.1(c) andor clause (i) of Section 9.1(f), in order as applicable), (B) there has been publicly disclosed after the date of this Agreement and prior to obtain the date of termination of this Agreement an Acquisition Proposal that remains outstanding and not withdrawn as of the date of termination of this Agreement, and (C) within twelve (12) months after such paymenttermination of this Agreement, Parent commences a lawsuit that results in a judgment against the Company for enters into a negotiated definitive agreement with respect to such Acquisition Proposal. (vi) In the amounts set forth in event that this Agreement is terminated pursuant to Section 7.3(b9.1(d), the Company shall pay to reimburse the expenses incurred by Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such lawsuit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach negotiations and execution of this Agreement. For the purposes of this Agreement, "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of or Parent Company involved in such transaction, (ii) a sale or other disposition by the Company of all or substantially all of its assets or (iii) the acquisition by any person or group Agreement (including by way of a tender offer or due diligence review) in an exchange offer or issuance by the Companyamount equal to US$1,000,000 (One Million U.S. Dollars), directly by wire transfer of immediately available funds to an account or indirectlyaccounts designated in writing by Parent, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of within two (2) Business Days after demand by Parent (the voting power of the then outstanding shares of capital stock of the Company“Reimbursement Payment”).

Company Payments. (i) Notwithstanding anything to the contrary set forth in this Agreement, in the event that this Agreement is terminated by Parent pursuant to Section 7.1(e) hereof, the Company shall pay to Parent in immediately available funds, within two one (21) business days day after demand by Parent, an amount in cash equal to $5,000,000 59,000,000 (the "COMPANY TERMINATION FEETermination Fee") if this Agreement is terminated by Parent pursuant to Section 7.1(h). (ii) Notwithstanding anything to contrary set forth in this Agreement, in the Company shall pay Parent in immediately available funds, within two event that (2A) business days after demand by Parent, an amount equal to the Company Termination Fee, if this Agreement is terminated by Parent or the Company, as applicable, pursuant to Section 7.1(b) or Section 7.1(d) as a result of the Company's failure to obtain the required approvals of the stockholders of the Company and any of the following shall occur: hereof, (1B) if following the date hereof and prior to the termination of this Agreement, a third party has publicly shall have announced an Acquisition Proposal, and (and not publicly and irrevocably withdrawnC) a Company Acquisition Offer and within the Applicable Period twelve (as defined below12) a Company Acquisition (as defined below) is consummated; or (2) if months following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period (as defined in Section 7.3(b)(iv) hereof) is consummated or the Company enters into an agreement or letter of intent providing for a Company Acquisition, or a third party commences a tender or exchange offer for a Company Acquisition, then the Company shall pay to Parent, in immediately available funds, an amount in cash equal to the Termination Fee upon (x) the consummation of such Company Acquisition, or (y) the entry by the Company into such agreement or letter of intent. (iii) the The Company acknowledges that the agreements contained set forth in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly. Accordingly, if the Company fails shall fail to pay in a timely manner the amounts due pursuant to this Section 7.3(b) ), and, in order to obtain such payment, Parent commences makes a lawsuit claim that results in a final judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such lawsuitsuit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of any willful or intentional breach of this Agreement. . (iv) For the all purposes of and under this Agreement, the term "COMPANY ACQUISITIONCompany Acquisition" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): ); (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than fifty percent (50% %) of the aggregate equity interests in the surviving or resulting entity of or Parent Company involved in such transaction, (ii) a sale or other disposition by the Company of all or substantially all assets representing in excess of its assets fifty percent (50%) of the aggregate fair market value of the Company's business immediately prior to such sale, or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of fifty percent (50% %) of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. (i) the The Company shall pay to Parent in immediately available funds, within two one (21) business days day after demand by Parent, an amount equal to $5,000,000 4,825,000 (the "COMPANY TERMINATION FEE") if this Agreement is terminated by Parent pursuant to Section SECTION 7.1(g) or SECTION 7.1(h)) hereof. (ii) the Company shall pay Parent in immediately available funds, within two If (2A) business days after demand by Parent, an amount equal to the Company Termination Fee, if this Agreement is terminated by Parent or the Company, as applicable, pursuant to Section SECTIONS 7.1(b) or Section SECTION 7.1(d) as a result of the Company's failure to obtain the required approvals of the stockholders of the Company and any of the following shall occur: hereof, (1B) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced an Acquisition Proposal, and (and not publicly and irrevocably withdrawnC) a Company Acquisition Offer and within nine (9) months following the Applicable Period (as defined below) termination of this Agreement a Company Acquisition (as defined below) is consummated; or, then the Company shall pay to Parent in immediately available funds, within one (1) business day after demand by Parent, an amount equal to the Termination Fee. (2iii) if (A) this Agreement is terminated by Parent or the Company, as applicable, pursuant to SECTIONS 7.1(b) or SECTION 7.1(d) hereof, (B) following the date hereof and prior to the termination of this Agreement, a third party has publicly announced an Acquisition Proposal, and (and not publicly and irrevocably withdrawnC) a Company Acquisition Offer and within nine (9) months following the Applicable Period termination of this Agreement the Company enters into an agreement or letter of intent providing for a Company Acquisition, the Company shall pay to Parent, in immediately available funds, within one (1) business day following the consummation of the Company Acquisition referred to in the foregoing clause (C), an amount equal to the Termination Fee. (iiiiv) the The Company hereby acknowledges and agrees that the agreements contained set forth in this Section SECTION 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section SECTION 7.3(b) and, in order to obtain such payment, Parent commences makes a lawsuit claim that results in a judgment against the Company for the amounts set forth in this Section SECTION 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such lawsuitsuit, together with interest on the amounts set forth in this Section SECTION 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section SECTION 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. (v) Notwithstanding anything to the contrary set forth in this Agreement, each of the parties hereto hereby expressly acknowledges and hereby agrees that, with respect to any termination of this Agreement pursuant to SECTION 7.1 hereof (other than a termination based upon fraud or the willful or intentional breach of this Agreement) under circumstances in which the Termination Fee is payable pursuant to SECTION 7.3(b) hereof, payment of the Termination Fee shall constitute liquidated damages with respect to any claim for damages or any other claim which Parent or Merger Sub would otherwise be entitled to assert against the Company or its assets, or against any of the Company's directors, officers, employees or stockholders, with respect to any such termination of this Agreement, and shall constitute the sole and exclusive remedy with respect to any such termination of this Agreement. The parties hereto expressly acknowledge and agree that, in light of the difficulty of accurately determining actual damages with respect to the foregoing upon any such termination of this Agreement pursuant to SECTION 7.1 hereof (other than a termination based upon fraud or the willful or intentional breach of this Agreement) under circumstances in which the Termination Fee is payable pursuant to SECTION 7.3(b) hereof, the right to such payment: (A) constitutes a reasonable estimate of the damages that will be suffered by reason of any such termination this Agreement and (B) shall be in full and complete satisfaction of any and all damages arising as a result of any such termination of this Agreement. Except for nonpayment of the Termination Fee pursuant to SECTION 7.3(b) the parties hereto hereby agree that, upon any termination of this Agreement pursuant to SECTION 7.1 hereof (other than a termination based upon fraud or the willful or intentional breach of this Agreement) under circumstances in which the Termination Fee is payable pursuant to SECTION 7.3(b) hereof, in no event shall Parent or Merger Sub be entitled to seek or to obtain any recovery or judgment against the Company or any subsidiaries of the Company or any of their respective assets, or against any of their respective directors, officers, employees or stockholders for any such termination of this Agreement, and in no event shall Parent or Merger Sub be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, special, indirect or punitive damages, for any such termination of this Agreement. Notwithstanding the foregoing, payment of the Termination Fee pursuant to SECTION 7.3(b) hereof shall not constitute liquidated damages with respect to any claim for damages or any other claim which Parent or Merger Sub would be entitled to assert against the Company or its assets, or against any of the Company's directors, officers, employees or stockholders, with respect to any such termination of this Agreement based upon fraud or the willful or intentional breach of any representations, warranties or covenants of the Company in this Agreement, and shall not constitute the sole and exclusive remedy with respect to any such termination of this Agreement based upon fraud or the willful or intentional breach of any of the representations, warranties or covenants of the Company in this Agreement. (vi) For the purposes of this Agreement, "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than fifty percent (50% %) of the aggregate equity interests in the surviving or resulting entity of or Parent Company involved in such transaction, ; (ii) a sale or other disposition by the Company of all or substantially all assets representing in excess of its assets fifty percent (50%) of the aggregate fair market value of the Company's business immediately prior to such sale; or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of fifty percent (50% %) of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. (i) In the Company shall pay to Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal to $5,000,000 (the "COMPANY TERMINATION FEE") if this Agreement is terminated by Parent pursuant to Section 7.1(h). (ii) the Company shall pay Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal to the Company Termination Fee, if event that this Agreement is terminated by Parent or the Company, as applicable, pursuant to Section Sections 7.1(b), 7.1(d), 7.1(e) or 7.1(g), Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $3,135,000 in immediately available funds (the "TERMINATION FEE"), less any amounts actually paid by Company to Parent pursuant to Section 7.3(a)(ii) hereof; provided, that in the case of a termination under Sections 7.1(b), 7.1(d) as a result of the Company's failure or 7.1(g) prior to obtain the required approvals of the stockholders of the Company and any of the following which no Triggering Event has occurred, such payment shall occur: be made only if (1A) if following the date hereof of this Agreement and prior to the termination of this Agreement, a third party person has publicly announced an Acquisition Proposal and (and not publicly and irrevocably withdrawnB) a Company Acquisition Offer and within nine months following the Applicable Period termination of this Agreement, either (as defined belowx) a Company Acquisition (as defined below) is consummated; or , or (2y) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period the Company enters into an agreement or letter of intent a Contract providing for a Company Acquisition. Acquisition and thereafter such Company Acquisition is consummated, substantially upon the terms provided in such Contract, and (iiiii) such payment shall be made promptly, but in no event later than two days after the consummation of any such Company Acquisition or the entry by Company into any such Contract. Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, the amount of, and the basis for payment of, the Termination Fee are reasonable and appropriate in all respects, and that, without these agreements, Parent would not enter into this Agreement; accordingly. Accordingly, if the Company fails to pay in a timely manner the amounts Termination Fee due pursuant to this Section 7.3(b) ), and, in order to obtain such payment, Parent commences makes a lawsuit claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such lawsuitsuit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank of America, N.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this Agreement, "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of or Parent Company involved in such transaction, (ii) a sale or other disposition by the Company of all or substantially all of its assets or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. (i) the Company shall pay to Parent in immediately available funds, within two one (21) business days day after demand by ParentParent (or prior to, and a condition to the effectiveness of, termination of this Agreement pursuant to Section 7.1(h)), an amount equal to $5,000,000 120,000,000 (the "COMPANY TERMINATION FEETermination Fee") if this Agreement is terminated by Parent pursuant to Section 7.1(g) or by Company pursuant to Section 7.1(h). (ii) the Company shall pay Parent in immediately available funds, within two If (2A) business days after demand by Parent, an amount equal to the Company Termination Fee, if this Agreement is terminated by Parent or the Company, as applicable, pursuant to Section Sections 7.1(b) or Section 7.1(d(d)(i), (B) as a result of the Company's failure to obtain the required approvals of the stockholders of the Company and any of the following shall occur: (1) if following the date hereof and prior to such termination a third party shall have announced an Acquisition Proposal and (C) within twelve (12) months following the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period (as defined below) Agreement a Company Acquisition (as defined below) is consummated; or (2) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period the consummated or Company enters into an agreement or binding letter of intent providing for a Company Acquisition, then Company shall pay Parent in immediately available funds at or prior to consummating such Company Acquisition an amount equal to the Termination Fee. (iii) the Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent commences makes a lawsuit claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such lawsuitsuit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank Citibank, N.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this Agreement, "COMPANY ACQUISITIONCompany Acquisition" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 5060% of the aggregate equity interests in the surviving or resulting entity of or Parent Company involved in such transaction, (ii) a sale or other disposition by the Company of all or substantially all assets representing in excess of its assets 60% of the aggregate fair market value of Company's business immediately prior to such sale or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. (i) the Company shall pay to Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal to $5,000,000 (the "COMPANY TERMINATION FEE") if this Agreement is terminated by Parent pursuant to Section 7.1(h). (ii) the Company shall pay Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal to the Company Termination Fee, if If this Agreement is terminated by Parent or the ---------------- Company, as applicable, prior to the Effective Time pursuant to Section 7.1(bSections 8.1(b)(i) or (ii) or Section 7.1(d8.1(c), Company shall promptly, but in any event no later than two days after the date of such termination, pay Parent a fee equal to $22,600,000 in immediately available funds (the "Termination Fee"); provided, that in the case of a termination under Section -------- 8.1(b)(i) as a result of the Company's failure or (ii) prior to obtain the required approvals of the stockholders of the Company and any of the following which no Triggering Event has occurred, (i) such payment shall occur: be made only if (1A) if following the date hereof of this Agreement and prior to the termination of this Agreement, a third party has any Acquisition Proposal shall have been publicly announced or shall have become publicly known, and (and not publicly and irrevocably withdrawnB) a Company Acquisition Offer and within 12 months following the Applicable Period (as defined below) termination of this Agreement, either a Company Acquisition (as defined below) is consummated; or (2) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period the or Company enters into an agreement or letter of intent providing for a Company Acquisition and such Company Acquisition is later consummated, and (ii) such payment shall be made promptly, but in any event no later than two days after the consummation of such Company Acquisition. (iii) the . Company acknowledges that the agreements contained in this Section 7.3(b8.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) 8.3(b), and, in order to obtain such payment, Parent commences makes a lawsuit claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b)Company, the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such lawsuitsuit, together with interest on the amounts set forth in this Section 7.3(b8.3(b) at the prime rate Bank of The Chase Manhattan Bank America N.T. and S.A. in effect on the date such payment was required to be made. Payment of Parent agrees that the fees described payment provided for in this Section 7.3(b8.3(b) shall not be in lieu the sole and exclusive remedy of damages incurred in the event of breach Parent and Merger Sub upon termination of this Agreement. For Agreement where such fee has been paid, and such remedies shall be limited to the purposes sum stipulated in this Section 8.3(b), regardless of the circumstances giving rise to such termination; provided, --------- however, that nothing herein shall relieve the Company from liability for the ------- willful breach of, or fraud in connection with, any of its representations, warranties, covenants or agreements set forth in this Agreement, "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of or Parent Company involved in such transaction, (ii) a sale or other disposition by the Company of all or substantially all of its assets or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. (i) the Company shall pay to Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal to seven million three hundred thousand dollars ($5,000,000 7,300,000) (the "COMPANY TERMINATION FEETermination Fee") if this Agreement is terminated by Parent pursuant to Section 7.1(h7.1(g). (ii) the Company shall pay Parent in immediately available funds, within two If (2A) business days after demand by Parent, an amount equal to the Company Termination Fee, if this Agreement is terminated by Parent or the Company, as applicable, pursuant to Section Sections 7.1(b) or Section 7.1(d(d)(i), (B) as a result of the Company's failure to obtain the required approvals of the stockholders of the Company and any of the following shall occur: (1) if following the date hereof and prior to such termination a third party shall have delivered an Acquisition Proposal and (C) within twelve (12) months following the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period (as defined below) Agreement a Company Acquisition (as defined below) is consummated; or (2) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period the consummated or Company enters into an agreement or letter of intent providing for a Company Acquisition, then Company shall pay Parent in immediately available funds at or prior to consummating such Company Acquisition an amount equal to the Termination Fee. (iii) the Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent commences makes a lawsuit claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such lawsuitsuit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank (or any successor thereto) in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this Agreement, "COMPANY ACQUISITIONCompany Acquisition" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 5060% of the aggregate equity interests in the surviving or resulting entity of or Parent Company involved in such transaction, (ii) a sale or other disposition by the Company of all or substantially all assets representing in excess of its assets 60% of the aggregate fair market value of Company's business immediately prior to such sale or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 5040% of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. (i) the The Company shall pay to Parent in immediately available funds, within two one (21) business days day after demand by Parent, an amount equal to $5,000,000 600,000 (the "COMPANY TERMINATION FEETermination Fee") if this Agreement is terminated by Parent pursuant to Section 7.1(h)7.1(i) hereof. (ii) The Company shall pay to Parent in immediately available funds, within one (1) business day after demand by Parent, an amount equal to the Termination Fee if (A) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d) hereof and (B) an Abstention Breach occurred prior to the failure to obtain the required vote at the Stockholders' Meeting or at any adjournment thereof. (iii) The Company shall pay to Parent in immediately available funds, concurrent with a termination by Company of this Agreement pursuant to Section 7.1(e) hereof, an amount equal to the Termination Fee, and no such termination of this Agreement shall be deemed effected until such time as the Termination Fee shall have been paid to Parent. (iv) The Company shall pay Parent in immediately available funds, within two one (21) business days day after demand by Parent, an amount equal to the Company Termination Fee, if this Agreement is terminated by Parent or the Company, as applicable, pursuant to Section 7.1(b) or Section 7.1(d) as a result of the Company's failure to obtain the required approvals of the stockholders of the Company hereof and any of the following shall occur: (1A) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (an Acquisition Proposal and has not publicly and irrevocably withdrawndefinitively withdrawn such Acquisition Proposal at least five (5) a Company Acquisition Offer business days prior to the earlier to occur of the End Date or the Stockholders' Meeting, as applicable, and within nine (9) months following the Applicable Period (as defined below) termination of this Agreement a Company Acquisition (as defined below) is consummated; or (2B) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (an Acquisition Proposal and has not publicly and irrevocably withdrawndefinitively withdrawn such Acquisition Proposal at least five (5) a Company Acquisition Offer business days prior to the earlier to occur of the End Date or the Stockholders' Meeting, as applicable, and within nine (9) months following the Applicable Period termination of this Agreement the Company enters into an agreement or a letter of intent or similar document or any Contract providing for a Company Acquisition. (iiiv) The Company shall pay to Parent in immediately available funds, within one (1) business day after demand by Parent, if this Agreement is terminated by Parent pursuant to Section 7.1(g) based on a failure to satisfy the condition set forth in Section 6.3(b) and, (x) prior to such termination, the Company has received, or a third party has announced, an Acquisition Proposal and (y) such breach is intended to or has the effect of facilitating such Acquisition Proposal or benefiting the person making such acquisition proposal without similarly benefiting Parent, an amount equal to the out-of-pocket fees and expenses incurred by Parent and Merger Sub in connection with the negotiation, execution and delivery of this Agreement and the transactions contemplated hereby (including, without limitation, reasonable attorney fees and expenses, reasonable advisor fees and expenses, and travel costs) (the "Expenses"); provided, that the Company shall not be required, pursuant to this Section 7.3(b)(iv), to pay Parent for Expenses in excess of $500,000 in the aggregate. Notwithstanding the foregoing, payment of such Expenses shall not constitute liquidated damages with respect to any claim which Parent or Merger Sub would be entitled to assert against the Company or its assets, or against any of the Company's directors, officers, employees or stockholders, with respect to any such breach, and shall not constitute the sole and exclusive remedy with respect to any such breach. (vi) The Company hereby acknowledges and agrees that the agreements contained set forth in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent commences makes a lawsuit claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such lawsuitsuit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made; provided, however, that if Parent makes a claim for the amounts set forth in this Section 7.3(b) that results in a judgment against Parent, Parent shall pay to the Company its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of any intentional or willful breach of, or any intentional misrepresentation made in, this Agreement. (vii) Notwithstanding anything to the contrary set forth in this Agreement, each of the parties hereto hereby expressly acknowledges and hereby agrees that, with respect to any termination of this Agreement pursuant to Section 7.1 hereof (other than a termination based upon the willful or intentional breach of, or any intentional misrepresentation made in, this Agreement) under circumstances in which the Termination Fee is payable pursuant to this Section 7.3(b), payment of the Termination Fee shall constitute liquidated damages with respect to any claim for damages or any other claim which Parent or Merger Sub would otherwise be entitled to assert against the Company or its assets, or against any of the Company's directors, officers, employees or stockholders, with respect to any such termination of this Agreement, and shall constitute the sole and exclusive remedy with respect to any such termination of this Agreement. For The parties hereto expressly acknowledge and agree that, in light of the purposes difficulty of accurately determining actual damages with respect to the foregoing upon any such termination of this Agreement pursuant to Section 7.1 hereof (other than a termination based upon the willful or intentional breach of, or any intentional misrepresentation made in, this Agreement) under circumstances in which the Termination Fee is payable pursuant to this Section 7.3(b), the right to such payment: (A) constitutes a reasonable estimate of the damages that will be suffered by reason of any such termination this Agreement and (B) shall be in full and complete satisfaction of any and all damages arising as a result of any such termination of this Agreement, "COMPANY ACQUISITION" shall mean any . Except for nonpayment of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, or similar transaction involving the Company Termination Fee pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of or Parent Company involved in such transaction, (ii) a sale or other disposition by the Company of all or substantially all of its assets or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Company.this