Common use of Deferred Bonus Clause in Contracts

Deferred Bonus. (a) In addition to any other bonus or deferred compensation benefit described in Article III hereof, or to which Executive is otherwise entitled pursuant to another plan or arrangement with the Company, the Company agrees to credit two hundred thousand dollars ($200,000) (the “Deferred Bonus”) to Executive’s Retirement Account as deferred compensation under the Deferred Compensation Plan, subject to the terms and conditions hereof. The Deferred Bonus shall be credited as soon as practicable following the Effective Date. (b) Notwithstanding anything to the contrary in the Deferred Compensation Plan, in the event Executive’s employment with the Company is terminated prior to expiration of the Initial Employment Period, Executive shall forfeit all of the Deferred Bonus, without payment of consideration by the Company, except as otherwise provided in Sections 3.6 (d) or (e) hereof. In the event a distribution is otherwise made from Executive’s Retirement Account pursuant to the rules set forth in the Deferred Compensation Plan prior to expiration of the Initial Employment Period, no portion of the Retirement Account traceable to the Deferred Bonus shall be eligible for distribution from the Retirement Account at such time, except as otherwise provided in Section 3.6(e). (c) Subject to Section 3.6(f) hereof, provided Executive remains in the employ of the Company until expiration of the Initial Employment Period, Executive shall be entitled to receive a distribution of the Deferred Bonus after expiration of the Employment Period at the time and in the manner provided under the Deferred Compensation Plan. (d) If, prior to March 31, 2008, either Executive terminates employment on account of Retirement, death, Disability or for Good Reason, or Executive is terminated by the Company on account of Disability or other than for Cause, Executive shall be entitled to receive a Pro Rata Deferred Bonus; provided, however, Executive shall be entitled to receive the Pro Rata Deferred Bonus only if he or she is not otherwise entitled to receive the entire Deferred Bonus pursuant to Section 3.6(e) hereof as of the Termination Date. Notwithstanding the foregoing, Executive agrees that payment of any Pro Rata Deferred Bonus is contingent upon the terms of Section 4.2(c) hereof. Payment of the Pro Rata Deferred Bonus is subject to deductions for customary withholdings, including, without limitation, federal, state and local withholding taxes, social security taxes and Medicare taxes. (e) Subject to Section 3.6(f) hereof, Executive shall obtain a vested right to receive the Deferred Bonus upon a Change in Control as follows: (i) If the Change in Control occurs prior to expiration of the Initial Employment Period and Executive remains in the employ of the Company through the end of the Change in Control Period, Executive shall obtain a vested right to receive one-half of the Deferred Bonus, with the remaining one-half otherwise eligible for vesting pursuant to the terms set forth in Sections 3.6(b), 3.6(c) and 3.6(e) hereof. (ii) If the Change in Control occurs prior to expiration of the Initial Employment Period and Executive is terminated by the Company other than for Cause or Disability, or Executive terminates for Good Reason, either during the ninety (90) day period immediately preceding the Change in Control Date (provided such Change in Control was public knowledge as of the Termination Date) or at any time after the occurrence of such Change in Control but prior to the expiration of the Initial Employment Period, Executive shall obtain a vested right to receive the entire Deferred Bonus. (iii) If the Initial Employment Period expires during the Change in Control Period (i.e., March 31, 2008 falls within the Change in Control Period), Executive shall obtain a vested right to receive the entire Deferred Bonus on such expiration date regardless of whether Executive remains in the employ of the Company after such date pursuant to the terms of this Agreement or otherwise. Any portion of the Deferred Bonus to which Executive becomes entitled to receive pursuant to this Section 3.6(e) shall be payable at the time and in the manner provided under the Deferred Compensation Plan. (f) As a condition to entitlement to the Deferred Bonus pursuant to Section 3.6(c) or 3.6(e) hereof, Executive shall be required to honor, in accordance with their terms, the provisions of Sections 5.1, 5.2 and 5.3 hereof (and the terms and provisions of the General Release and the Nondisclosure and Noncompetition Agreement). In the event Executive fails to honor any such provision, payments of the Deferred Bonus, and any accrued interest, earnings or other gains thereon, to which Executive may otherwise have been entitled pursuant to Section 3.6(c) or 3.6(e) hereof shall immediately cease and Executive shall immediately forfeit all right, title and interest in and to any remaining Deferred Bonus and Executive shall promptly pay to the Company any and all Deferred Bonus amounts which have already been paid, allocated or provided by the Company to Executive.

Deferred Bonus. (a) In addition to any other bonus or deferred compensation benefit described in Article III hereof, or to which Executive is otherwise entitled pursuant to another plan or arrangement with the Company, as of the Effective Date, the Company agrees to credit two hundred thousand dollars _________________ ($200,000_________) (the “"Deferred Bonus”") to Executive’s 's Retirement Account as deferred compensation under the Deferred Compensation Plan, subject to the following terms and conditions hereof. The Deferred Bonus shall be credited as soon as practicable following the Effective Dateconditions. (b) Notwithstanding anything to the contrary in the Deferred Compensation Plan, in the event Executive’s 's employment with the Company is terminated prior to expiration of the Initial Employment Period, Executive shall forfeit all of the Deferred Bonus, without payment of consideration by the Company, except as otherwise provided in Sections 3.6 Section 3.4 (d) hereof or (e) Article IV hereof. In the event a distribution is otherwise made from Executive’s 's Retirement Account pursuant to the rules set forth in the Deferred Compensation Plan prior to expiration of the Initial Employment Period, no portion of the Retirement Account traceable to the Deferred Bonus shall be eligible for distribution from the Retirement Account at such time, except as otherwise provided in Section 3.6(e)3.4 (d) hereof or Article IV hereof. (c) Subject to Section 3.6(f3.4(e) hereof, provided Executive remains in the employ of the Company until expiration of the Initial Employment Period, Executive shall be entitled to receive a distribution of the Deferred Bonus after expiration of the Employment Period at the time and in the manner provided under the Deferred Compensation Plan. (d) If, prior to March 31, 2008, either Executive terminates employment on account of Retirement, death, Disability or for Good Reason, or Executive is terminated by the Company on account of Disability or other than for Cause, Executive shall be entitled to receive a Pro Rata Deferred Bonus; provided, however, Executive shall be entitled to receive the Pro Rata Deferred Bonus only if he or she is not otherwise entitled to receive the entire Deferred Bonus pursuant to Section 3.6(e) hereof as of the Termination Date. Notwithstanding the foregoing, Executive agrees that payment of any Pro Rata Deferred Bonus is contingent upon the terms of Section 4.2(c) hereof. Payment of the Pro Rata Deferred Bonus is subject to deductions for customary withholdings, including, without limitation, federal, state and local withholding taxes, social security taxes and Medicare taxes. (e) Subject to Section 3.6(f3.4(e) hereof, Executive shall obtain a vested right to receive the Deferred Bonus upon a Change in Control as follows: (i) If the Change in Control occurs prior to expiration of the Initial Employment Period and Executive remains in the employ of the Company through the end of for ninety (90) days after the Change in Control Date (the "Change in Control Period"), Executive shall obtain a vested right to receive one-half of the Deferred Bonus, with the remaining one-half otherwise eligible for vesting pursuant to the terms set forth in Sections 3.6(b3.4(b), 3.6(c3.4(c) and 3.6(e3.4(d) hereof. (ii) If the Change in Control occurs prior to expiration of the Initial Employment Period and Executive is terminated by the Company other than for Cause or Disability, or Executive terminates for Good Reason, either during the ninety (90) day period immediately preceding the Change in Control Date (provided such Change in Control was public knowledge as of the Termination Date) or at any time after the occurrence of such Change in Control but prior to the expiration of the Initial Employment Period, Executive shall obtain a vested right to receive the entire Deferred Bonus. (iii) If the Initial Employment Period expires during the Change in Control Period (i.e., March 31, 2008 falls within the Change in Control Period), Executive shall obtain a vested right to receive the entire Deferred Bonus on such expiration date regardless of whether Executive remains in the employ of the Company after such date pursuant to the terms of this Agreement or otherwise. Any portion of the Deferred Bonus to which Executive becomes entitled to receive pursuant to this Section 3.6(e) shall be payable at the time and in the manner provided under the Deferred Compensation Plan. (f) As a condition to entitlement to the Deferred Bonus pursuant to Section 3.6(c) or 3.6(e) hereof, Executive shall be required to honor, in accordance with their terms, the provisions of Sections 5.1, 5.2 and 5.3 hereof (and the terms and provisions of the General Release and the Nondisclosure and Noncompetition Agreement). In the event Executive fails to honor any such provision, payments of the Deferred Bonus, and any accrued interest, earnings or other gains thereon, to which Executive may otherwise have been entitled pursuant to Section 3.6(c) or 3.6(e) hereof shall immediately cease and Executive shall immediately forfeit all right, title and interest in and to any remaining Deferred Bonus and Executive shall promptly pay to the Company any and all Deferred Bonus amounts which have already been paid, allocated or provided by the Company to Executive.Control

Deferred Bonus. (a) In addition to any other bonus or deferred compensation benefit described in Article III hereof, or to which Executive is otherwise entitled pursuant to another plan or arrangement with the Company, the Company agrees to credit two six hundred thousand and dollars ($200,000600,000) (the “Deferred Bonus”) to Executive’s Retirement Account as deferred compensation under the Deferred Compensation Plan, subject to the terms and conditions hereof. The Deferred Bonus shall be credited in two equal installments of three hundred thousand dollars ($300,000) each as follows: (i) the first installment shall be credited as soon as practicable following the Effective Date, and (ii), the second installment shall be credited as soon as practicable following such first anniversary; provided, that in the event Executive’s employment with the Company is terminated for any reason prior to the first anniversary of the Effective Date, the Company shall have no obligation to credit the second installment of the Deferred Bonus and Executive shall have no rights with respect to such second installment. (b) Notwithstanding anything to the contrary in the Deferred Compensation Plan, in the event Executive’s employment with the Company is terminated prior to expiration of the Initial Employment Period, Executive shall forfeit all of the Deferred Bonus, without payment of consideration by the Company, except as otherwise provided in Sections 3.6 (d) or (eSection 3.6(e) hereof. In the event a distribution is otherwise made from Executive’s Retirement Account pursuant to the rules set forth in the Deferred Compensation Plan prior to expiration of the Initial Employment Period, no portion of the Retirement Account traceable to the Deferred Bonus shall be eligible for distribution from the Retirement Account at such time, except as otherwise provided in Section 3.6(e). (c) Subject to Section 3.6(f) hereof, provided Executive remains in the employ of the Company until expiration of the Initial Employment Period, Executive shall be entitled to receive a distribution of the Deferred Bonus after expiration of the Employment Period at the time and in the manner provided under the Deferred Compensation Plan. (d) If, prior to March 31, 20082006, either Executive terminates employment on account of Retirement, death, Disability or for Good Reason, or Executive is terminated by the Company on account of Disability or other than for Cause, Executive shall be entitled to receive a Pro Rata Deferred Bonus; provided, however, Executive shall be entitled to receive the Pro Rata Deferred Bonus only if he or she is not otherwise entitled to receive the entire Deferred Bonus pursuant to Section 3.6(e3.4(e) hereof as of the Termination Date. Notwithstanding the foregoing, Executive agrees that payment of any Pro Rata Deferred Bonus is contingent upon the terms of Section 4.2(c) hereof. Payment of the Pro Rata Deferred Bonus is subject to deductions for customary withholdings, including, without limitation, federal, state and local withholding taxes, social security taxes and Medicare taxes. (e) Subject to Section 3.6(f) hereof, Executive shall obtain a vested right to receive the Deferred Bonus upon a Change in Control as follows: (i) If the Change in Control occurs prior to expiration of the Initial Employment Period and Executive remains in the employ of the Company through the end of the Change in Control Period, Executive shall obtain a vested right to receive one-half of the Deferred Bonus, with the remaining one-half otherwise eligible for vesting pursuant to the terms set forth in Sections 3.6(b), 3.6(c) and 3.6(e) hereof. (ii) If the Change in Control occurs prior to expiration of the Initial Employment Period and Executive is terminated by the Company other than for Cause or Disability, or Executive terminates for Good Reason, either during the ninety (90) day period immediately preceding the Change in Control Date (provided such Change in Control was public knowledge as of the Termination Date) or at any time after the occurrence of such Change in Control but prior to the expiration of the Initial Employment Period, Executive shall obtain a vested right to receive the entire Deferred Bonus. (iii) If the Initial Employment Period expires during the Change in Control Period (i.e., March 31, 2008 2006 falls within the Change in Control Period), Executive shall obtain a vested right to receive the entire Deferred Bonus on such expiration date regardless of whether Executive remains in the employ of the Company after such date pursuant to the terms of this Agreement or otherwise. Any portion of the Deferred Bonus to which Executive becomes entitled to receive pursuant to this Section 3.6(e) shall be payable at the time and in the manner provided under the Deferred Compensation Plan. (f) As a condition to entitlement to the Deferred Bonus pursuant to Section 3.6(c) or 3.6(e) hereof, Executive shall be required to honor, in accordance with their terms, the provisions of Sections 5.1, 5.2 and 5.3 hereof (and the terms and provisions of the General Release and the Nondisclosure and Noncompetition Agreement). In the event Executive fails to honor any such provision, payments of the Deferred Bonus, and any accrued interest, earnings or other gains thereon, to which Executive may otherwise have been entitled pursuant to Section 3.6(c) or 3.6(e) hereof shall immediately cease and Executive shall immediately forfeit all right, title and interest in and to any remaining Deferred Bonus and Executive shall promptly pay to the Company any and all Deferred Bonus amounts which have already been paid, allocated or provided by the Company to Executive.

Deferred Bonus. (a) In addition to any other bonus or deferred compensation benefit described in Article III hereof, or to which Executive is otherwise entitled pursuant to another plan or arrangement with the Company, the Company agrees to credit two four hundred thousand dollars ($200,000400,000) (the “Deferred Bonus”) to Executive’s Retirement Account as deferred compensation under the Deferred Compensation Plan, subject to the terms and conditions hereof. The Deferred Bonus shall be credited in two equal installments of two hundred thousand dollars ($200,000) each as follows: (i) the first installment shall be credited as soon as practicable following the Effective Date, and (ii), the second installment shall be credited on January 1, 2005; provided, that in the event Executive’s employment with the Company is terminated for any reason prior to January 1, 2005, the Company shall have no obligation to credit the second installment of the Deferred Bonus and Executive shall have no rights with respect to such second installment. (b) Notwithstanding anything to the contrary in the Deferred Compensation Plan, in the event Executive’s employment with the Company is terminated prior to expiration of the Initial Employment Period, Executive shall forfeit all of the Deferred Bonus, without payment of consideration by the Company, except as otherwise provided in Sections 3.6 (d) or (eSection 3.6(e) hereof. In the event a distribution is otherwise made from Executive’s Retirement Account pursuant to the rules set forth in the Deferred Compensation Plan prior to expiration of the Initial Employment Period, no portion of the Retirement Account traceable to the Deferred Bonus shall be eligible for distribution from the Retirement Account at such time, except as otherwise provided in Section 3.6(e). (c) Subject to Section 3.6(f) hereof, provided Executive remains in the employ of the Company until expiration of the Initial Employment Period, Executive shall be entitled to receive a distribution of the Deferred Bonus after expiration of the Employment Period at the time and in the manner provided under the Deferred Compensation Plan. (d) If, prior to March 31, 20082006, either Executive terminates employment on account of Retirement, death, Disability or for Good Reason, or Executive is terminated by the Company on account of Disability or other than for Cause, Executive shall be entitled to receive a Pro Rata Deferred Bonus; provided, however, Executive shall be entitled to receive the Pro Rata Deferred Bonus only if he or she is not otherwise entitled to receive the entire Deferred Bonus pursuant to Section 3.6(e3.4(e) hereof as of the Termination Date. Notwithstanding the foregoing, Executive agrees that payment of any Pro Rata Deferred Bonus is contingent upon the terms of Section 4.2(c) hereof. Payment of the Pro Rata Deferred Bonus is subject to deductions for customary withholdings, including, without limitation, federal, state and local withholding taxes, social security taxes and Medicare taxes. (e) Subject to Section 3.6(f) hereof, Executive shall obtain a vested right to receive the Deferred Bonus upon a Change in Control as follows: (i) If the Change in Control occurs prior to expiration of the Initial Employment Period and Executive remains in the employ of the Company through the end of the Change in Control Period, Executive shall obtain a vested right to receive one-half of the Deferred Bonus, with the remaining one-half otherwise eligible for vesting pursuant to the terms set forth in Sections 3.6(b), 3.6(c) and 3.6(e) hereof. (ii) If the Change in Control occurs prior to expiration of the Initial Employment Period and Executive is terminated by the Company other than for Cause or Disability, or Executive terminates for Good Reason, either during the ninety (90) day period immediately preceding the Change in Control Date (provided such Change in Control was public knowledge as of the Termination Date) or at any time after the occurrence of such Change in Control but prior to the expiration of the Initial Employment Period, Executive shall obtain a vested right to receive the entire Deferred Bonus. (iii) If the Initial Employment Period expires during the Change in Control Period (i.e., March 31, 2008 2006 falls within the Change in Control Period), Executive shall obtain a vested right to receive the entire Deferred Bonus on such expiration date regardless of whether Executive remains in the employ of the Company after such date pursuant to the terms of this Agreement or otherwise. Any portion of the Deferred Bonus to which Executive becomes entitled to receive pursuant to this Section 3.6(e) shall be payable at the time and in the manner provided under the Deferred Compensation Plan. (f) As a condition to entitlement to the Deferred Bonus pursuant to Section 3.6(c) or 3.6(e) hereof, Executive shall be required to honor, in accordance with their terms, the provisions of Sections 5.1, 5.2 and 5.3 hereof (and the terms and provisions of the General Release and the Nondisclosure and Noncompetition Agreement). In the event Executive fails to honor any such provision, payments of the Deferred Bonus, and any accrued interest, earnings or other gains thereon, to which Executive may otherwise have been entitled pursuant to Section 3.6(c) or 3.6(e) hereof shall immediately cease and Executive shall immediately forfeit all right, title and interest in and to any remaining Deferred Bonus and Executive shall promptly pay to the Company any and all Deferred Bonus amounts which have already been paid, allocated or provided by the Company to Executive.