Common use of Payments to the Trust Clause in Contracts

Payments to the Trust. In consideration of Executive's agreement to continue employment with the Company, the Company hereby agrees to accelerate the payment of all amounts owed to Executive by the Company pursuant to that certain Contract for Release in Event of Sale dated as of January 1, 1997 by and between the Company and Executive. Notwithstanding the terms of such agreement, the Company shall pay to the Trust, on behalf of Executive, a portion of the Share (as defined therein) equal to the Purchase Price immediately upon the execution of the election attached as Annex C hereto. The Company shall pay the remainder of the Share (net of any withholding obligations) to Executive immediately upon the execution of such election (the aggregate amount paid on the date hereof to the Trust and Executive (prior to withholding) with respect to the Share is referred to as the "Estimated Share Amount"). The amounts paid to the Trust on behalf of Executive pursuant to such election are for the sole benefit of the Trust, and Executive has no right or ability to receive such amounts except as provided in the Trust's constituent documents. Executive and the Company acknowledge and agree that the final determination of the amount of the Share is contingent upon the final determination by the Company of the Company's Stockholders Equity as of December 31, 1998, as reflected on the Company's audited financial statements. If the amount of the Share as finally determined (based on the final determination of 12/31/98 Stockholders Equity) is less than the Estimated Share Amount, Executive shall promptly pay to the Company an amount of cash equal to such shortfall. If the amount of the Share as finally determined (based on the final determination of 12/31/98 Stockholders Equity) is greater than the Estimated Share Amount, the Company shall promptly pay to Executive an amount of cash equal to such excess, net of any withholding obligations.

Payments to the Trust. In consideration of Executive's agreement to continue employment with the Company, the Company hereby agrees agreed in the 1999 Agreement to accelerate the payment of all amounts owed to Executive by the Company pursuant to that certain Contract for Release in Event of Sale dated as of January 1, 1997 by and between the Company and Executive. Notwithstanding the terms of such agreement, the Company shall pay paid to the Trust, on behalf of Executive, a portion of the Share (as defined therein) equal to the Purchase Price immediately upon the execution of a deferred compensation election which was attached to the election attached as Annex C hereto1999 Agreement. The Company shall pay paid the remainder of the Share (net of any withholding obligations) to Executive immediately upon the execution of such election (the aggregate amount paid on the date hereof to the Trust and Executive (prior to withholding) with respect to the Share is was referred to in the 1999 Agreement as the "Estimated Share AmountESTIMATED SHARE AMOUNT"). The amounts paid to the Trust on behalf of Executive pursuant to such election are were for the sole benefit of the Trust, and Executive has no right or ability to receive such amounts except as provided in the Trust's constituent documents. Executive and the Company acknowledge and agree that the final determination of the amount of the Share is was made pursuant to the 1999 Agreement, which amount was contingent upon the final determination by the Company of the Company's Stockholders Equity as of December 31, 1998, as reflected on the Company's audited financial statements. If The 1999 Agreement provided that if the amount of the Share as finally determined (based on the final determination of 12/31/98 Stockholders Equity) is was less than the Estimated Share Amount, Executive shall was to promptly pay to the Company an amount of cash equal to such shortfall. If The 1999 Agreement further provided that if the amount of the Share as finally determined (based on the final determination of 12/31/98 Stockholders Equity) is was greater than the Estimated Share Amount, the Company shall was to promptly pay to Executive an amount of cash equal to such excess, net of any withholding obligations.