Common use of EXECUTIVE TRANSITION PLAN Clause in Contracts

EXECUTIVE TRANSITION PLAN. The above incentive opportunities will be in addition to any rights or entitlements you have under your Executive Transition Agreement, subject, however, to the golden parachute excise tax limitation (the "280G Limit") described in Section 6 of your Executive Transition Agreement. Your 280G Limit is determined with reference to your average compensation from the Company for the five years preceding a change in control transaction. If a Transaction occurs in 2005, your compensation for 2004 will be taken into account in calculating the average. The accelerated payment of your 2004 bonus (see the attached cover letter) should increase your average to some extent. Nevertheless, because of the complexity of the rules relating to the 280G Limit and the fact that 2004 is nearly over, we suggest you consult with a professional tax adviser regarding the potential application of this limitation in your situation.