Common use of MATERIAL ASSET DISPOSITION BONUS Clause in Contracts

MATERIAL ASSET DISPOSITION BONUS. In the event of a Material Asset Disposition, as defined below, in consideration of the services performed by the Executive and consistent with the prior terms of the Executive's employment, the Company (or, in the case of clause (iii) below, the spin-off entity or, in default thereof, the Company) shall pay to the Executive within 15 days of the consummation of such Material Asset Disposition, a cash bonus equal to .25% of the consideration (valued as set forth below) received by the Company or its shareholders as a result of such Material Asset Disposition. A "Material Asset Disposition" as used herein means, without duplication for the same matter: (i) a transaction which results in a majority of the equity interest in the Company being beneficially owned by any "person," including any "group" (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), other than any of the Company's present Affiliates; (ii) a sale or series of sales by the Company of subsidiaries, divisions, assets (other than marketable securities), or operating businesses representing in the aggregate 20% or more of the Company's 1998 budgeted EBITDA and each such sale after such threshold has been reached; (iii) a spin off, or series of spin offs, of any of the Company's divisions, operating businesses or subsidiaries that meet the 1998 budgeted EBITDA threshold set forth in (ii) above which is followed by a subsequent Extraordinary Transaction (as defined above, but with reference to the spun off entity rather than the Company) of the subsidiary, division or business spun off within five years following such spin off; or (iv) any transaction which results in any one or more of the Company's divisions, subsidiaries or operating businesses, representing in the aggregate 20% or more of the Company's EBITDA, being owned by a third party. In the event a Material Asset Disposition is consummated in one or more steps, including, without limitation, by way of second-step merger, any additional consideration paid or to be paid in any subsequent step in the Material Asset Disposition in respect of (x) subsidiaries, divisions, assets (other than marketable securities), or operating businesses of the Company and (y) capital stock of the Company (and any securities convertible into, or options, warrants or other rights to acquire, such capital stock) shall be included for purposes of calculating the bonus payable pursuant to this Section 4(e). "Consideration" shall not include the assumption, directly or indirectly, or repayment of indebtedness or other liabilities of the Company but shall include the assumption, directly or indirectly, or repayment of the Trust Convertible Preferred Securities presently outstanding or any similar securities. If all or a portion of the consideration paid in the Material Asset Disposition is other than cash or securities, then the value of such non-cash consideration shall be the fair market value thereof on the date the Material Asset Disposition is consummated as mutually agreed upon in good faith by the Company's Board of Directors and the Executive. If such non-cash consideration consists of common stock, options, warrants or rights for which a public trading market existed prior to the consummation of the Material Asset Disposition, then the value of such securities shall be determined by the closing or last sales price thereof on the date of the consummation of the Material Asset Disposition; provided, however, that if such non-cash consideration consists of newly-issued, publicly-traded common stock, options, warrants or rights for which no public trading market existed prior to the consummation of the Material Asset Disposition, then the value thereof shall be the average of the closing prices for the 20 trading days subsequent to the fifth trading day after the consummation of the Material Asset Disposition. In such event, the portion of the bonus payable to the Executive pursuant to this Section 4(e) attributable to such securities shall be paid on the 30th trading day subsequent to consummation of the Material Asset Disposition. If no public market exists for the common stock, options, warrants or other rights issued in the Material Asset Disposition, then the value of thereof shall be as mutually agreed upon in good faith by the Company's Board of Directors and the Executive. If the non-cash consideration paid in the Material Asset Disposition consists of preferred stock or debt securities (regardless of whether a public trading market existed for such preferred stock or debt securities prior to consummation of the Material Asset Disposition or exists thereafter), the value hereof shall be the face or principal amount, as the case may be. Any amounts payable by a purchaser to the Company, any shareholder of the Company or any Affiliate of either the Company or any shareholder of the Company in connection with a non-competition, employment, consulting, licensing, supply or other agreement shall be deemed to be part of the consideration paid in the Material Asset Disposition. If all or a portion of the consideration payable in connection with the Material Asset Disposition includes contingent future payments, then the Company shall pay to the Executive, upon consummation of such Material Asset Disposition, an additional cash fee, determined in accordance with this Section 4(e) as, when and if such contingency payments are received. However, in the event of an installment purchase at a fixed price and a fixed time schedule, the Company agrees to pay the Executive, upon consummation of the Material Asset Disposition, a cash fee determined in accordance with this Section 4(e) based on the present value of such installment payments using a discount rate of 6.5%.

MATERIAL ASSET DISPOSITION BONUS. In the event of a Material Asset Disposition, as defined below, in consideration of the services performed by the Executive and consistent with the prior terms of the Executive's =s employment, the Company (or, in the case of clause (iii) below, the spin-off entity or, in default thereof, the Company) shall pay to the Executive within 15 days of the consummation of such Material Asset Disposition, a cash bonus equal to .251.00% of the consideration (valued as set forth below) received by the Company or its shareholders as a result of such Material Asset Disposition. A "Material Asset Disposition" as used herein means, without duplication for the same matter: (i) a transaction which results in a majority of the equity interest in the Company being beneficially owned by any "person," including any "groupgroup " (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), other than any of the Company's =s present Affiliates; (ii) a sale or series of sales by the Company of subsidiaries, divisions, assets (other than marketable securities), or operating businesses representing in the aggregate 20% or more of the Company's 1998 budgeted EBITDA and each such sale after such threshold has been reached; (iii) a spin off, or series of spin offs, of any of the Company's divisions, operating businesses or subsidiaries that meet the 1998 budgeted EBITDA threshold set forth in (ii) above which is followed by a subsequent Extraordinary Transaction (as defined above, but with reference to the spun off entity rather than the Company) of the subsidiary, division or business spun off within five years following such spin off; or (iv) any transaction which results in any one or more of the Company's divisions, subsidiaries or operating businesses, representing in the aggregate 20% or more of the Company's EBITDA, being owned by a third party. In the event a Material Asset Disposition is consummated in one or more steps, including, without limitation, by way of second-step merger, any additional consideration paid or to be paid in any subsequent step in the Material Asset Disposition in respect of (x) subsidiaries, divisions, assets (other than marketable securities), or operating businesses of the Company and (y) capital stock of the Company (and any securities convertible into, or options, warrants or other rights to acquire, such capital stock) shall be included for purposes of calculating the bonus payable pursuant to this Section 4(e). "Consideration" shall not include the assumption, directly or indirectly, or repayment of indebtedness or other liabilities of the Company but shall include the assumption, directly or indirectly, or repayment of the Trust Convertible Preferred Securities presently outstanding or any similar securities. If all or a portion of the consideration paid in the Material Asset Disposition is other than cash or securities, then the value of such non-cash consideration shall be the fair market value thereof on the date the Material Asset Disposition is consummated as mutually agreed upon in good faith by the Company's Board of Directors and the Executive. If such non-cash consideration consists of common stock, options, warrants or rights for which a public trading market existed prior to the consummation of the Material Asset Disposition, then the value of such securities shall be determined by the closing or last sales price thereof on the date of the consummation of the Material Asset Disposition; provided, however, that if such non-cash consideration consists of newly-issued, publicly-traded common stock, options, warrants or rights for which no public trading market existed prior to the consummation of the Material Asset Disposition, then the value thereof shall be the average of the closing prices for the 20 trading days subsequent to the fifth trading day after the consummation of the Material Asset Disposition. In such event, the portion of the bonus payable to the Executive pursuant to this Section 4(e) attributable to such securities shall be paid on the 30th trading day subsequent to consummation of the Material Asset Disposition. If no public market exists for the common stock, options, warrants or other rights issued in the Material Asset Disposition, then the value of thereof shall be as mutually agreed upon in good faith by the Company's =s Board of Directors and the Executive. If the non-cash consideration paid in the Material Asset Disposition consists of preferred stock or debt securities (regardless of whether a public trading market existed for such preferred stock or debt securities prior to consummation of the Material Asset Disposition or exists thereafter), the value hereof shall be the face or principal amount, as the case may be. Any amounts payable by a purchaser to the Company, any shareholder of the Company or any Affiliate of either the Company or any shareholder of the Company in connection with a non-competition, employment, consulting, licensing, supply or other agreement shall be deemed to be part of the consideration paid in the Material Asset Disposition. If all or a portion of the consideration payable in connection with the Material Asset Disposition includes contingent future payments, then the Company shall pay to the Executive, upon consummation of such Material Asset Disposition, an additional cash fee, determined in accordance with this Section 4(e) as, when and if such contingency payments are received. However, in the event of an installment purchase at a fixed price and a fixed time schedule, the Company agrees to pay the Executive, upon consummation of the Material Asset Disposition, a cash fee determined in accordance with this Section 4(e) based on the present value of such installment payments using a discount rate of 6.5%.

MATERIAL ASSET DISPOSITION BONUS. In the event of a Material Asset Disposition, as defined below, in consideration of the services performed by the Executive and consistent with the prior terms of the Executive's employment, the Company (or, in the case of clause (iii) below, the spin-off entity or, in default thereof, the Company) shall pay to the Executive within 15 days of the consummation of such Material Asset Disposition, a cash bonus equal to .25% of the consideration (valued as set forth below) received by the Company or its shareholders as a result of such Material Asset Disposition. A "Material Asset Disposition" as used herein means, without duplication for the same matter: (i) a transaction which results in a majority of the equity interest in the Company being beneficially owned by any "person," including any "group" (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), other than any of the Company's present Affiliatesaffiliates; (ii) a sale or series of sales by the Company of subsidiaries, divisions, assets (other than marketable securities), or operating businesses representing in the aggregate 20% or more of the Company's 1998 budgeted EBITDA and each such sale after such threshold has been reached; (iii) a spin off, or series of spin offs, of any of the Company's divisions, operating businesses or subsidiaries that meet the 1998 budgeted EBITDA threshold set forth in (ii) above which is followed by a subsequent Extraordinary Transaction (as defined above, but with reference to the spun off entity rather than the Company) of the subsidiary, division or business spun off within five years following such spin off; or (iv) any transaction which results in any one or more of the Company's divisions, subsidiaries or operating businesses, representing in the aggregate 20% or more of the Company's EBITDA, being owned by a third party. In the event a Material Asset Disposition is consummated in one or more steps, including, without limitation, by way of second-step merger, any additional consideration paid or to be paid in any subsequent step in the Material Asset Disposition in respect of (x) subsidiaries, divisions, assets (other than marketable securities), or operating businesses of the Company and (y) capital stock of the Company (and any securities convertible into, or options, warrants or other rights to acquire, such capital stock) shall be included for purposes of calculating the bonus payable pursuant to this Section 4(e). "Consideration" shall not include the assumption, directly or indirectly, or repayment of indebtedness or other liabilities of the Company but shall include the assumption, directly or indirectly, or repayment of the Trust Convertible Preferred Securities presently outstanding or any similar securities. If all or a portion of the consideration paid in the Material Asset Disposition is other than cash or securities, then the value of such non-cash consideration shall be the fair market value thereof on the date the Material Asset Disposition is consummated as mutually agreed upon in good faith by the Company's Board of Directors and the Executive. If such non-cash consideration consists of common stock, options, warrants or rights for which a public trading market existed prior to the consummation of the Material Asset Disposition, then the value of such securities shall be determined by the closing or last sales price thereof on the date of the consummation of the Material Asset Disposition; provided, however, that if such non-cash consideration consists of newly-issued, publicly-traded common stock, options, warrants or rights for which no public trading market existed prior to the consummation of the Material Asset Disposition, then the value thereof shall be the average of the closing prices for the 20 trading days subsequent to the fifth trading day after the consummation of the Material Asset Disposition. In such event, the portion of the bonus payable to the Executive pursuant to this Section 4(e) attributable to such securities shall be paid on the 30th trading day subsequent to consummation of the Material Asset Disposition. If no public market exists for the common stock, options, warrants or other rights issued in the Material Asset Disposition, then the value of thereof shall be as mutually agreed upon in good faith by the Company's Board of Directors and the Executive. If the non-cash consideration paid in the Material Asset Disposition consists of preferred stock or debt securities (regardless of whether a public trading market existed for such preferred stock or debt securities prior to consummation of the Material Asset Disposition or exists thereafter), the value hereof shall be the face or principal amount, as the case may be. Any amounts payable by a purchaser to the Company, any shareholder of the Company or any Affiliate of either the Company or any shareholder of the Company in connection with a non-competition, employment, consulting, licensing, supply or other agreement shall be deemed to be part of the consideration paid in the Material Asset Disposition. If all or a portion of the consideration payable in connection with the Material Asset Disposition includes contingent future payments, then the Company shall pay to the Executive, upon consummation of such Material Asset Disposition, an additional cash fee, determined in accordance with this Section 4(e) as, when and if such contingency payments are received. However, in the event of an installment purchase at a fixed price and a fixed time schedule, the Company agrees to pay the Executive, upon consummation of the Material Asset Disposition, a cash fee determined in accordance with this Section 4(e) based on the present value of such installment payments using a discount rate of 6.5%.

MATERIAL ASSET DISPOSITION BONUS. In the event of a Material Asset Disposition, as defined below, in consideration of the services performed by the Executive and consistent with the prior terms of the Executive's employment, the Company (or, in the case of clause (iii) below, the spin-off entity or, in default thereof, the Company) shall pay to the Executive within 15 days of immediately before the consummation of such Material Asset Disposition, a cash bonus equal to .251.00% of the consideration (valued as set forth below) received by the Company or its shareholders as a result of such Material Asset Disposition, provided, however, that if the Material Asset Disposition giving rise to the cash bonus contemplated by this Section 4(d) is the consummation of the AIMCO Merger, the Company shall pay such cash bonus immediately after the consummation of the AIMCO Merger, and the amount of such cash bonus shall be equal to 1.00% of the consideration (valued as set forth below) received by IFG or its shareholders as a result of the consummation of the AIMCO Merger (not including the value of the distribution of the shares of the Company to shareholders of IFG). A "Material Asset Disposition" as used herein means, without duplication for the same matter: (i) a transaction which results in a majority of the equity interest in the Company being beneficially owned by any "person" or "persons," including any "group" (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), other than any of the Company's present Affiliates; (ii) a sale or series of sales by the Company of subsidiaries, divisions, assets (other than marketable securities), or operating businesses representing in the aggregate 20% or more of the Company's 1998 budgeted EBITDA (which shall include for purposes of this Agreement EBITDA for all contemplated subsidiaries of the Company) and each such sale after such threshold has been reachedreached or, if the AIMCO Merger is consummated, a sale or series of sales by the Company of subsidiaries, divisions or assets (other than marketable securities), or operating businesses, regardless of size; (iii) a spin off, or series of spin offs, of any of the Company's divisions, operating businesses or subsidiaries that meet the 1998 budgeted EBITDA threshold set forth in (ii) above (or, if the AIMCO Merger is consummated, any such spin off regardless of size) which is followed by a subsequent Extraordinary Transaction (as defined above, but with reference to the spun off entity rather than the Company) of the subsidiary, division or business spun off within five years following such spin off; or (iv) any transaction which results in any one or more of the Company's divisions, subsidiaries or operating businesses, representing in the aggregate 20% or more of the Company's EBITDA, being owned by a third party. In party or, if the event a Material Asset Disposition AIMCO Merger is consummated consummated, any transaction, regardless of size, which results in any one or more steps, including, without limitation, by way of second-step merger, any additional consideration paid or to be paid in any subsequent step in the Material Asset Disposition in respect of (x) subsidiaries, Company's divisions, assets (other than marketable securities)subsidiaries, or operating businesses of the Company and being owned by a third party; or (yv) capital stock of the Company (and any securities convertible into, or options, warrants or other rights to acquire, such capital stock) shall be included for purposes of calculating the bonus payable pursuant to this Section 4(e). "Consideration" shall not include the assumption, directly or indirectly, or repayment of indebtedness or other liabilities of the Company but shall include the assumption, directly or indirectly, or repayment of the Trust Convertible Preferred Securities presently outstanding or any similar securities. If all or a portion of the consideration paid in the Material Asset Disposition is other than cash or securities, then the value of such non-cash consideration shall be the fair market value thereof on the date the Material Asset Disposition is consummated as mutually agreed upon in good faith by the Company's Board of Directors and the Executive. If such non-cash consideration consists of common stock, options, warrants or rights for which a public trading market existed prior to the consummation of the Material Asset Disposition, then the value of such securities shall be determined by the closing or last sales price thereof on the date of the consummation of the Material Asset Disposition; provided, however, that if such non-cash consideration consists of newly-issued, publicly-traded common stock, options, warrants or rights for which no public trading market existed prior to the consummation of the Material Asset Disposition, then the value thereof shall be the average of the closing prices for the 20 trading days subsequent to the fifth trading day after the consummation of the Material Asset Disposition. In such event, the portion of the bonus payable to the Executive pursuant to this Section 4(e) attributable to such securities shall be paid on the 30th trading day subsequent to consummation of the Material Asset Disposition. If no public market exists for the common stock, options, warrants or other rights issued in the Material Asset Disposition, then the value of thereof shall be as mutually agreed upon in good faith by the Company's Board of Directors and the Executive. If the non-cash consideration paid in the Material Asset Disposition consists of preferred stock or debt securities (regardless of whether a public trading market existed for such preferred stock or debt securities prior to consummation of the Material Asset Disposition or exists thereafter), the value hereof shall be the face or principal amount, as the case may be. Any amounts payable by a purchaser to the Company, any shareholder of the Company or any Affiliate of either the Company or any shareholder of the Company in connection with a non-competition, employment, consulting, licensing, supply or other agreement shall be deemed to be part of the consideration paid in the Material Asset Disposition. If all or a portion of the consideration payable in connection with the Material Asset Disposition includes contingent future payments, then the Company shall pay to the Executive, upon consummation of such Material Asset Disposition, an additional cash fee, determined in accordance with this Section 4(e) as, when and if such contingency payments are received. However, in the event of an installment purchase at a fixed price and a fixed time schedule, the Company agrees to pay the Executive, upon consummation of the Material Asset Disposition, a cash fee determined in accordance with this Section 4(e) based on the present value of such installment payments using a discount rate of 6.5%.of

MATERIAL ASSET DISPOSITION BONUS. In the event of a Material Asset Disposition, as defined below, in consideration of the services performed by the Executive and consistent with the prior terms of the Executive's =s employment, the Company (or, in the case of clause (iii) below, the spin-off entity or, in default thereof, the Company) shall pay to the Executive within 15 days of the consummation of such Material Asset Disposition, a cash bonus equal to .25% of the consideration (valued as set forth below) received by the Company or its shareholders as a result of such Material Asset Disposition. A "Material Asset Disposition" as used herein means, without duplication for the same matter: (i) a transaction which results in a majority of the equity interest in the Company being beneficially owned by any "person," including any "group" (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), other than any of the Company's =s present Affiliates; (ii) a sale or series of sales by the Company of subsidiaries, divisions, assets (other than marketable securities), or operating businesses representing in the aggregate 20% or more of the Company's 1998 budgeted EBITDA and each such sale after such threshold has been reached; (iii) a spin off, or series of spin offs, of any of the Company's divisions, operating businesses or subsidiaries that meet the 1998 budgeted EBITDA threshold set forth in (ii) above which is followed by a subsequent Extraordinary Transaction (as defined above, but with reference to the spun off entity rather than the Company) of the subsidiary, division or business spun off within five years following such spin off; or (iv) any transaction which results in any one or more of the Company's divisions, subsidiaries or operating businesses, representing in the aggregate 20% or more of the Company's EBITDA, being owned by a third party. In the event a Material Asset Disposition is consummated in one or more steps, including, without limitation, by way of second-step merger, any additional consideration paid or to be paid in any subsequent step in the Material Asset Disposition in respect of (x) subsidiaries, divisions, assets (other than marketable securities), or operating businesses of the Company and (y) capital stock of the Company (and any securities convertible into, or options, warrants or other rights to acquire, such capital stock) shall be included for purposes of calculating the bonus payable pursuant to this Section 4(e). "Consideration" shall not include the assumption, directly or indirectly, or repayment of indebtedness or other liabilities of the Company but shall include the assumption, directly or indirectly, or repayment of the Trust Convertible Preferred Securities presently outstanding or any similar securities. If all or a portion of the consideration paid in the Material Asset Disposition is other than cash or securities, then the value of such non-cash consideration shall be the fair market value thereof on the date the Material Asset Disposition is consummated as mutually agreed upon in good faith by the Company's =s Board of Directors and the Executive. If such non-cash consideration consists of common stock, options, warrants or rights for which a public trading market existed prior to the consummation of the Material Asset Disposition, then the value of such securities shall be determined by the closing or last sales price thereof on the date of the consummation of the Material Asset Disposition; provided, however, that if such non-cash consideration consists of newly-issued, publicly-traded common stock, options, warrants or rights for which no public trading market existed prior to the consummation of the Material Asset Disposition, then the value thereof shall be the average of the closing prices for the 20 trading days subsequent to the fifth trading day after the consummation of the Material Asset Disposition. In such event, the portion of the bonus payable to the Executive pursuant to this Section 4(e) attributable to such securities shall be paid on the 30th trading day subsequent to consummation of the Material Asset Disposition. If no public market exists for the common stock, options, warrants or other rights issued in the Material Asset Disposition, then the value of thereof shall be as mutually agreed upon in good faith by the Company's =s Board of Directors and the Executive. If the non-cash consideration paid in the Material Asset Disposition consists of preferred stock or debt securities (regardless of whether a public trading market existed for such preferred stock or debt securities prior to consummation of the Material Asset Disposition or exists thereafter), the value hereof shall be the face or principal amount, as the case may be. Any amounts payable by a purchaser to the Company, any shareholder of the Company or any Affiliate of either the Company or any shareholder of the Company in connection with a non-competition, employment, consulting, licensing, supply or other agreement shall be deemed to be part of the consideration paid in the Material Asset Disposition. If all or a portion of the consideration payable in connection with the Material Asset Disposition includes contingent future payments, then the Company shall pay to the Executive, upon consummation of such Material Asset Disposition, an additional cash fee, determined in accordance with this Section 4(e) as, when and if such contingency payments are received. However, in the event of an installment purchase at a fixed price and a fixed time schedule, the Company agrees to pay the Executive, upon consummation of the Material Asset Disposition, a cash fee determined in accordance with this Section 4(e) based on the present value of such installment payments using a discount rate of 6.5%.