Common use of Retention Awards Clause in Contracts

Retention Awards. (i) As soon as practicable following the date hereof, Employee will be awarded 69,030 restricted stock units (the “Initial Retention RSU Grant”) which will be subject to the terms and conditions hereof and of the Company’s Restated 1996 Flexible Stock Incentive Plan and related form of restricted stock unit agreement, provided that to the extent that such Plan and/or agreement are inconsistent with this Agreement, this Agreement shall control unless the inconsistent provisions are more favorable to Employee in which case the provisions more favorable to Employee shall control. Except as provided under the accelerated vesting provisions applicable to Equity Awards set forth herein, the Initial Retention RSU Grant shall become fully vested on July 10, 2008, subject to Employee’s continued full-time employment by the Company on that date. Payment with respect to the Initial Retention RSU Grant shall be made in full no later than ten (10) business days after the date on which such Grant first becomes vested pursuant to the preceding sentence or pursuant to any applicable accelerated vesting provision under Section 5 or Section 6(b). (ii) On July 10, 2008, provided Employee has continued to be employed with the Company in a full-time position consistent with Section 1 of this Agreement, Employee will be awarded an additional grant of 48,382 restricted stock units (the “Additional Retention RSU Grant”) which will be subject to the terms and conditions hereof and of the Company’s Restated 1996 Flexible Stock Incentive Plan and related form of restricted stock unit agreement, provided that to the extent that such Plan and/or agreement are inconsistent with this Agreement, this Agreement shall control unless the inconsistent provisions are more favorable to Employee in which case the provisions more favorable to Employee shall control. Except as provided under the accelerated vesting provisions applicable to Equity Awards set forth herein, the Additional Retention RSU Grant, if granted, shall become fully vested on July 10, 2009, subject to Employee’s continued full-time employment by the Company on that date. Payment with respect to any Additional Retention RSU Grant awarded under this clause (ii) shall be made in full no later than ten (10) business days after the date on which such Grant first becomes vested pursuant to the preceding sentence or pursuant to any applicable accelerated vesting provision under Section 5 or Section 6(b).

Retention Awards. (i) As soon as practicable following the date hereof, Employee will be awarded 69,030 34,515 restricted stock units (the “Initial Retention RSU Grant”) which will be subject to the terms and conditions hereof and of the Company’s Restated 1996 Flexible Stock Incentive Plan and related form of restricted stock unit agreement, provided that to the extent that such Plan and/or agreement are inconsistent with this Agreement, this Agreement shall control unless the inconsistent provisions are more favorable to Employee in which case the provisions more favorable to Employee shall control. Except as provided under the accelerated vesting provisions applicable to Equity Awards set forth herein, the Initial Retention RSU Grant shall become fully vested on July 10, 2008, subject to Employee’s continued full-time employment by the Company on that date. Payment with respect to the Initial Retention RSU Grant shall be made in full no later than ten (10) business days after the date on which such Grant first becomes vested pursuant to the preceding sentence or pursuant to any applicable accelerated vesting provision under Section 5 or Section 6(b). (ii) On July 10, 2008, provided Employee has continued to be employed with the Company in a full-time position consistent with Section 1 of this Agreement, Employee will be awarded an additional grant of 48,382 24,192 restricted stock units (the “Additional Retention RSU Grant”) which will be subject to the terms and conditions hereof and of the Company’s Restated 1996 Flexible Stock Incentive Plan and related form of restricted stock unit agreement, provided that to the extent that such Plan and/or agreement are inconsistent with this Agreement, this Agreement shall control unless the inconsistent provisions are more favorable to Employee in which case the provisions more favorable to Employee shall control. Except as provided under the accelerated vesting provisions applicable to Equity Awards set forth herein, the Additional Retention RSU Grant, if granted, shall become fully vested on July 10, 2009, subject to Employee’s continued full-time employment by the Company on that date. Payment with respect to any Additional Retention RSU Grant awarded under this clause (ii) shall be made in full no later than ten (10) business days after the date on which such Grant first becomes vested pursuant to the preceding sentence or pursuant to any applicable accelerated vesting provision under Section 5 or Section 6(b).

Retention Awards. (i) As soon as practicable following the date hereof, Employee will be awarded 69,030 200,000 restricted stock units (the “Initial First Retention RSU Grant”) which will be subject to the terms and conditions hereof and of the Company’s Restated 1996 Flexible Stock Incentive Plan and related form of restricted stock unit agreement, provided that to the extent that such Plan and/or agreement are inconsistent with this Agreement, this Agreement shall control unless the inconsistent provisions are more favorable to Employee in which case the provisions more favorable to Employee shall control. Except as provided under the accelerated vesting provisions applicable to the Equity Awards Award set forth herein, the Initial First Retention RSU Grant shall become fully fifty percent (50%) vested on July 10December 31, 20082009, and shall become vested in an additional twenty five percent (25%) on each of June 30, 2010 and December 31, 2010, subject to Employee’s continued full-time employment by the Company on that datesuch dates. Payment with respect to the Initial First Retention RSU Grant shall be made in full no later than ten (10) business days after the date on which such Grant first any portion of the award becomes vested pursuant to the preceding sentence or pursuant to any applicable accelerated vesting provision under Section 5 4(c), Section 6 or Section 6(b7(b). (ii) On If a successor Chief Executive Officer has not been appointed by July 1030, 2008, provided Employee has continued to be employed with the Company in a full-time position consistent with Section 1 of this Agreement2009, Employee will be awarded an additional grant of 48,382 50,000 restricted stock units (the “Additional Second Retention RSU Grant”) which will be subject to the terms and conditions hereof and of the Company’s Restated 1996 Flexible Stock Incentive Plan and related form of restricted stock unit agreement, provided that to the extent that such Plan and/or agreement are inconsistent with this Agreement, this Agreement shall control unless the inconsistent provisions are more favorable to Employee in which case the provisions more favorable to Employee shall control. Except as provided under the accelerated vesting provisions applicable to the Equity Awards Award set forth herein, the Additional Second Retention RSU Grant, if granted, Grant shall become fully one hundred percent (100%) vested on July 10December 31, 2009, subject to Employee’s continued full-time employment by the Company on that date2010. Payment with respect to any Additional the Second Retention RSU Grant awarded under this clause (ii) shall be made in full no later than ten (10) business days after the date on which such Grant first any portion of the award becomes vested pursuant to the preceding sentence or pursuant to any applicable accelerated vesting provision under Section 5 4(c), Section 6 or Section 6(b7(b).

Retention Awards. (i) As soon as practicable following the date hereof, Employee will be awarded 69,030 25,886 restricted stock units (the “Initial Retention RSU Grant”) which will be subject to the terms and conditions hereof and of the Company’s Restated 1996 Flexible Stock Incentive Plan and related form of restricted stock unit agreement, provided that to the extent that such Plan and/or agreement are inconsistent with this Agreement, this Agreement shall control unless the inconsistent provisions are more favorable to Employee in which case the provisions more favorable to Employee shall control. Except as provided under the accelerated vesting provisions applicable to Equity Awards set forth herein, the Initial Retention RSU Grant shall become fully vested on July 10, 2008, subject to Employee’s continued full-time employment by the Company on that date. Payment with respect to the Initial Retention RSU Grant shall be made in full no later than ten (10) business days after the date on which such Grant first becomes vested pursuant to the preceding sentence or pursuant to any applicable accelerated vesting provision under Section 5 or Section 6(b). (ii) On July 10, 2008, provided Employee has continued to be employed with the Company in a full-time position consistent with Section 1 of this Agreement, Employee will be awarded an additional grant of 48,382 18,144 restricted stock units (the “Additional Retention RSU Grant”) which will be subject to the terms and conditions hereof and of the Company’s Restated 1996 Flexible Stock Incentive Plan and related form of restricted stock unit agreement, provided that to the extent that such Plan and/or agreement are inconsistent with this Agreement, this Agreement shall control unless the inconsistent provisions are more favorable to Employee in which case the provisions more favorable to Employee shall control. Except as provided under the accelerated vesting provisions applicable to Equity Awards set forth herein, the Additional Retention RSU Grant, if granted, shall become fully vested on July 10, 2009, subject to Employee’s continued full-time employment by the Company on that date. Payment with respect to any Additional Retention RSU Grant awarded under this clause (ii) shall be made in full no later than ten (10) business days after the date on which such Grant first becomes vested pursuant to the preceding sentence or pursuant to any applicable accelerated vesting provision under Section 5 or Section 6(b).

Retention Awards. (i) As soon as practicable following the date hereof, Employee will be awarded 69,030 160,424 restricted stock units (the “Initial Retention RSU Grant”) which will be subject to the terms and conditions hereof and of the Company’s Restated 1996 Flexible Stock Incentive Plan and related form of restricted stock unit agreement, provided that to the extent that such Plan and/or agreement are inconsistent with this Agreement, this Agreement shall control unless the inconsistent provisions are more favorable to Employee in which case the provisions more favorable to Employee shall control. Except as provided under the accelerated vesting provisions applicable to Equity Awards set forth herein, the Initial Retention RSU Grant shall become fully vested on July 10, 2008, subject to Employee’s continued full-time employment by the Company on that date. Payment with respect to the Initial Retention RSU Grant shall be made in full no later than ten (10) business days after the date on which such Grant first becomes vested pursuant to the preceding sentence or pursuant to any applicable accelerated vesting provision under Section 5 4(c), Section 6 or Section 6(b7(b). (ii) On July 10, 2008, provided Employee has continued to be employed with the Company in a full-time position consistent with Section 1 of this Agreement, Employee will be awarded a lump sum cash payment of $3,600,000 (the “Retention Cash Award”). In addition to the Retention Cash Award, if the cash value of 240,420 shares of Company common stock, determined as of the closing price of the Company’s common stock on July 10, 2008 exceeds the value of the Retention Cash Award, then the Company (or any successor pursuant to Section 7(c) of this Agreement) will grant an additional grant award of 48,382 restricted stock units (the “Additional Retention RSU Grant”) which in amount determined by (i) subtracting the Retention Cash Award from the cash value of the 240,420 shares of Company common stock and (ii) dividing such remainder by the closing price of the Company’s common stock on July 10, 2008. If any Additional Retention RSU Grant is made, it will be subject to the terms and conditions hereof and of the Company’s Restated 1996 Flexible Stock Incentive Plan and related form of restricted stock unit agreement, provided that to the extent that such Plan and/or agreement are inconsistent with this Agreement, this Agreement shall control unless the inconsistent provisions are more favorable to Employee in which case the provisions more favorable to Employee shall control. Except as provided under the accelerated vesting provisions applicable to Equity Awards set forth herein, the Additional Retention RSU Grant, if granted, shall become fully vested on July 10, 2009, subject to Employee’s continued full-time employment by the Company on that date. Payment with respect to any Additional Retention RSU Grant awarded under this clause (ii) shall be made in full no later than ten (10) business days after the date on which such Grant first becomes vested pursuant to the preceding sentence or pursuant to any applicable accelerated vesting provision under Section 5 4(c), Section 6 or Section 6(b7(b).

Retention Awards. (i) As soon as practicable following the date hereof, Employee will be awarded 69,030 64,465 restricted stock units (the “Initial Retention RSU Grant”) which will be subject to the terms and conditions hereof and of the Company’s Restated 1996 Flexible Stock Incentive Plan and related form of restricted stock unit agreement, provided that to the extent that such Plan and/or agreement are inconsistent with this Agreement, this Agreement shall control unless the inconsistent provisions are more favorable to Employee in which case the provisions more favorable to Employee shall control. Except as provided under the accelerated vesting provisions applicable to Equity Awards set forth herein, the Initial Retention RSU Grant shall become fully vested on July 10, 2008, subject to Employee’s continued full-time employment by the Company on that date. Payment with respect to the Initial Retention RSU Grant shall be made in full no later than ten (10) business days after the date on which such Grant first becomes vested pursuant to the preceding sentence or pursuant to any applicable accelerated vesting provision under Section 5 or Section 6(b). (ii) On July 10, 2008, provided Employee has continued to be employed with the Company in a full-time position consistent with Section 1 of this Agreement, Employee will be awarded an additional grant of 48,382 45,184 restricted stock units (the “Additional Retention RSU Grant”) which will be subject to the terms and conditions hereof and of the Company’s Restated 1996 Flexible Stock Incentive Plan and related form of restricted stock unit agreement, provided that to the extent that such Plan and/or agreement are inconsistent with this Agreement, this Agreement shall control unless the inconsistent provisions are more favorable to Employee in which case the provisions more favorable to Employee shall control. Except as provided under the accelerated vesting provisions applicable to Equity Awards set forth herein, the Additional Retention RSU Grant, if granted, shall become fully vested on July 10, 2009, subject to Employee’s continued full-time employment by the Company on that date. Payment with respect to any Additional Retention RSU Grant awarded under this clause (ii) shall be made in full no later than ten (10) business days after the date on which such Grant first becomes vested pursuant to the preceding sentence or pursuant to any applicable accelerated vesting provision under Section 5 or Section 6(b).