Common use of Enhanced Compensation Package Clause in Contracts

Enhanced Compensation Package. In exchange for the promises and covenants set forth herein, Company agrees to provide Executive with an “Enhanced Compensation Package” to which Executive is not otherwise entitled, provided the Merger closes and Executive executes this Waiver and Release of Rights Agreement. The Enhanced Compensation Package shall include an increased base salary, an accelerated equity award and a Synergy Bonus. The specific details of Executive’s Enhanced Compensation Package are set forth on Exhibit 2 hereto, and incorporated herein by reference. Executive acknowledges and agrees that this Enhanced Compensation Package constitutes adequate legal consideration for the promises and representations made by Executive in this Waiver and Release of Rights Agreement. Notwithstanding the above, the parties agree that the (A) Synergy Bonus described in paragraph 3 of Exhibit 2 shall not be included as part of the compensation or benefits described in Section 4(b) of the Change-in-Control Agreement, (B) calculation of any benefits due pursuant to the Change-in-Control Agreement shall not be based on, calculated from, or in any way include any portion of such Synergy Bonus, and (C) Synergy Bonus shall not be considered a “Payment” for purposes of Section 11 of the Change-in-Control Agreement and will not be included in any calculations referenced in Section 11.

Enhanced Compensation Package. In exchange for the promises and covenants set forth herein, Company agrees to provide Executive with an “Enhanced Compensation Package” to which Executive is not otherwise entitled, provided the Merger closes and Executive executes this Waiver and Release of Rights Agreement. The Enhanced Compensation Package shall include an increased base salary, an accelerated equity award and a Synergy Bonus. The specific details of Executive’s Enhanced Compensation Package are set forth on Exhibit 2 hereto, and incorporated herein by reference. Executive acknowledges and agrees that this Enhanced Compensation Package constitutes adequate legal consideration for the promises and representations made by Executive in this Waiver and Release of Rights Agreement. Notwithstanding the above, the parties agree that the (A) Synergy Bonus described in paragraph 3 of Exhibit 2 shall not be included as part of the compensation or benefits described in Section 4(b) of the Change-in-Control Agreement or paragraph 3 of Executive’s Employment Agreement dated October 13, 2004 (“Employment Agreement”), (B) calculation of any benefits due pursuant to the Change-in-Control Agreement shall not be based on, calculated from, or in any way include any portion of such Synergy Bonus, and (C) Synergy Bonus shall not be considered a “Payment” for purposes of Section 11 of the Change-in-Control Agreement and will not be included in any calculations referenced in Section 11.