Common use of Stay Bonus Clause in Contracts

Stay Bonus. The Executive shall be granted, __________ as of the Merger Date, that number of restricted shares of common stock of Parent ("Parent Stock") which, when multiplied by the average closing price per share of Parent Stock on the ten trading dates immediately following the Merger Date, shall be equal in amount to the Sign-On Bonus (the "Restricted Stock Award"). The Restricted Stock Award shall be granted pursuant to a plan (i) that meets the requirements of Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) the terms of which are acceptable to U.S. Healthcare and (iii) the shares of Company Stock reserved for issuance under which shall be registered in a timely manner on a Form S-8 (the "Plan"). Notwithstanding any provision of this Agreement to the contrary, the Restricted Stock Award shall become vested (i.e., all ____ restrictions with respect thereto shall lapse) on the earliest to occur of (x) the second anniversary of the Merger Date, (y) a "change in control of Parent" (as defined in the Plan) following the Merger Date, or (z) upon termination of the Executive's employment by reason of death or Disability (as defined in Section 6 hereof), by the Company other than for Cause (as defined in Section 6 hereof) or by the Executive for Good Reason (as defined in Section 6 hereof). If the Executive's employment is terminated by the Executive without Good Reason or by the Company for Cause prior to the second anniversary of the Merger Date, the Restricted Stock Award shall be forfeited in full. The Restricted Stock Award shall be subject to all other terms and conditions of the Plan, the rules and regulations thereunder, the applicable provisions of this Agreement and the document evidencing its terms and conditions reasonably acceptable to Executive. The Restricted Stock Award is in addition to any other equity award made to the Executive under paragraph (e) of this Section 5 and shall not be offset against or reduce such award or any other award, benefit or amount due under this Agreement.

Stay Bonus. The Executive shall be granted, __________ as of the Merger Date, that number of restricted shares of common stock of Parent ("Parent Stock") which, when multiplied by the average closing price per share of Parent Stock on the ten trading dates immediately following the Merger Date, shall be equal in amount to the Sign-On Bonus Bonus. (the "Restricted Stock Award"). The Restricted Stock Award shall be granted pursuant to a plan (i) that meets the requirements of Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) the terms of which are acceptable to U.S. Healthcare and (iii) the shares of Company Stock stock reserved for issuance under which shall be registered in a timely manner on a Form S-8 (the "Plan"). Notwithstanding any provision of this Agreement to the contrary, the Restricted Stock stock Award shall become vested (i.e., all ____ restrictions with respect thereto shall lapse) on the earliest to occur of (x) the second anniversary of the Merger Date, (y) a "change in control of Parent" (as defined in the Plan) following the Merger Date, or (z2) upon termination of the Executive's employment by reason of death or Disability (as defined in Section 6 hereof), by the Company other than for Cause cause (as defined in Section 6 hereof) or by the Executive for Good Reason (as defined in Section 6 hereof). If the Executive's employment is terminated by the Executive without Good Reason or by the Company for Cause prior to the second anniversary of the Merger Date, the Restricted Stock Award shall be forfeited in full. The Restricted Stock Award shall be subject to all other terms and conditions of the Plan, the rules and regulations thereunder, the applicable provisions of this Agreement and the document evidencing its terms and conditions reasonably acceptable to Executive. The Restricted Stock Award is in addition to any other equity award made to the Executive under paragraph (e) of this Section section 5 and shall not be offset against or reduce such award or any other award, benefit or amount due under this Agreement.

Stay Bonus. (a) Promptly following the date hereof, but in no ---------- event later than June 17, 1998, the Company shall issue to the Executive (subject to forfeiture as set forth herein), as a one-time bonus (the "Stay Bonus"), 38,889 shares (the "Bonus Shares") of Common Stock. The Bonus Shares shall be registered in the Executive's name, and the Executive shall be granted, __________ as permitted to tender the Bonus Shares into the Tender Offer. Following consummation of the Merger DateTender Offer, that number of restricted shares of common stock of Parent ("Parent Stock") which, when multiplied the certificates representing the Bonus Shares not purchased in the Tender Offer shall be held by the average closing price per share of Parent Stock on Company during the ten trading dates immediately following the Merger Date, shall be equal in amount to the Sign-On Bonus period (the "Restricted Stock AwardPeriod") ending on the Stay Date (as defined below). The Executive shall execute an undated stock power in favor of the Company with respect to the Bonus Shares not purchased in the Tender Offer and shall deliver the same to the Company. (b) Except as provided in Section 1(c) and 1(d) below, during the Restricted Period, the Executive shall have all rights of a stockholder of the Company with respect to the Bonus Shares not purchased in the Tender Offer, including the right to receive dividends declared on the Common Stock Award and the right to vote such shares. (c) During the Restricted Period, the Executive may not sell, transfer, pledge, hypothecate or otherwise encumber or dispose of the Bonus Shares not purchased in the Tender Offer or any interest therein. (d) If the Executive remains continually employed by the Company or its subsidiaries from the date hereof through May 15, 1999 (the "Stay Date"), all of the Bonus Shares not purchased in the Tender Offer shall be granted pursuant vest, and the restrictions imposed thereon shall lapse, on the Stay Date; provided that if the -------- Executive's employment with the Company is terminated prior to a plan the Stay Date (i) that meets the requirements of Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) the terms of which are acceptable to U.S. Healthcare and (iii) the shares of Company Stock reserved for issuance under which shall be registered in a timely manner on a Form S-8 (the "Plan"). Notwithstanding any provision of this Agreement to the contrary, the Restricted Stock Award shall become vested (i.e., all ____ restrictions with respect thereto shall lapse) on the earliest to occur of (x) the second anniversary of the Merger Date, (y) a "change in control of Parent" (as defined in the Plan) following the Merger Date, or (z) upon termination of the Executive's employment by reason of death or Disability (as defined in Section 6 hereof), ii) by the Executive for Good Reason or (iii) by the Company other than for Cause or Disability, then notwithstanding such termination of employment, the Bonus shares not purchased in the Tender Offer shall vest, and the restrictions imposed thereon shall lapse, on the thirtieth (30th) day following such termination of employment (or such earlier date following such termination of employment as defined in Section 6 hereof) or by the Executive for Good Reason (as defined in Section 6 hereofCompany shall select). If the Executive's employment is terminated pursuant to the foregoing proviso, then in lieu of the vesting of such Bonus Shares and lapse of the restrictions thereon, the Company may, at its option by giving written notice to the Executive without Good Reason at any time on or by the Company for Cause prior to the second anniversary thirtieth (30/th/) day following the date of such termination of employment, purchase such shares from the Executive, and if such option is so exercised the Executive shall sell such shares to the Company, for a cash purchase price in an amount equal to the aggregate Fair Market Value (as defined below) of such Bonus Shares as of the Merger DateDate of Termination (as defined in the Employment Agreement (the "Employment Agreement"), effective as of May 1, 1995, between the Company and the Executive). For all purposes hereof, the Restricted Stock Award Bonus Shares not purchased in the Tender Offer shall include any securities or other property into which or for which such Bonus Shares may hereafter be converted or exchanged by reason of merger, consolidation or similar event. (e) Upon the vesting of, and lapse of restrictions on, the Bonus Shares not purchased in the Tender Offer, the certificates evidencing such shares shall be forfeited delivered promptly to the Executive (unless the Company exercises its option to purchase such shares as provided above). If the Bonus shares not purchased in full. The Restricted Stock Award the Tender Offer do not vest and the restrictions thereon do not lapse in accordance with this Agreement on or prior to May 15, 1999, then such shares shall be subject to all other terms and conditions ipso facto become the property of the PlanCompany on the first date that the ---- ----- Executive ceases to be employed by the Company. (f) As used herein, the rules terms "Good Reason" and regulations thereunder"Cause" have the respective meanings given to such terms in the Employment Agreement, "Disability" means a determination of the applicable provisions Board of this Directors of the Company (the "Board") (or any duly authorized committee thereof) described in Section 5(b) of the Employment Agreement and the document evidencing its terms and conditions reasonably acceptable to Executive. The Restricted "Fair Market Value" of the Common Stock Award is (or other securities or property then constituting the Bonus Shares), as of the Date of Termination, (i) in addition to any other equity award made to the Executive under paragraph (e) case of this Section 5 and shall not be offset against or reduce such award Common Stock or any other awardsecurity, benefit shall be determined with reference to (1) the closing sales price of such security on the national securities exchange on which such security is principally traded, on the next preceding date on which there was a sale of such stock on such exchange, or amount due under this Agreement(2) if such security is not listed or admitted to trading on any such exchange, the closing price as reported by the Nasdaq Stock Market for the last preceding date on which there was a sale of such security on such exchange, or (3) if such security is not then listed on a national securities exchange or on the Nasdaq Stock Market, the average of the highest reported bid and lowest reported asked prices for such security as reported by the National Association of Securities Dealers, Inc. Automated Quotations ("NASDAQ") system for the last preceding date on which such bid and asked prices were reported, and (ii) in the case of a security that is not then listed on any securities exchange or prices therefor are not then quoted in the NASDAQ system and in the case of any other property, such value shall be determined in good faith by the Board (or any duly authorized committee thereof).

Stay Bonus. (a) Promptly following the date hereof, but in no ---------- event later than June 17, 1998, the Company shall issue to the Executive (subject to forfeiture as set forth herein), as a one-time bonus (the "Stay Bonus"), 38,889 shares (the "Bonus Shares") of Common Stock. The Bonus Shares shall be registered in the Executive's name, and the Executive shall be granted, __________ as permitted to tender the Bonus Shares into the Tender Offer. Following consummation of the Merger DateTender Offer, that number of restricted shares of common stock of Parent ("Parent Stock") which, when multiplied the certificates representing the Bonus Shares not purchased in the Tender Offer shall be held by the average closing price per share of Parent Stock on Company during the ten trading dates immediately following the Merger Date, shall be equal in amount to the Sign-On Bonus period (the "Restricted Stock AwardPeriod") ending on the Stay Date (as defined below). The Executive shall execute an undated stock power in favor of the Company with respect to the Bonus Shares not purchased in the Tender Offer and shall deliver the same to the Company. (b) Except as provided in Section 1(c) and 1(d) below, during the Restricted Period, the Executive shall have all rights of a stockholder of the Company with respect to the Bonus Shares not purchased in the Tender Offer, including the right to receive dividends declared on the Common Stock Award and the right to vote such shares. (c) During the Restricted Period, the Executive may not sell, transfer, pledge, hypothecate or otherwise encumber or dispose of the Bonus Shares not purchased in the Tender Offer or any interest therein. (d) If the Executive remains continually employed by the Company or its subsidiaries from the date hereof through May 15, 1999 (the "Stay Date"), all of the Bonus Shares not purchased in the Tender Offer shall be granted pursuant vest, and the restrictions imposed thereon shall lapse, on the Stay Date; provided that if the -------- Executive's employment with the Company is terminated prior to a plan the Stay Date (i) that meets the requirements of Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) the terms of which are acceptable to U.S. Healthcare and (iii) the shares of Company Stock reserved for issuance under which shall be registered in a timely manner on a Form S-8 (the "Plan"). Notwithstanding any provision of this Agreement to the contrary, the Restricted Stock Award shall become vested (i.e., all ____ restrictions with respect thereto shall lapse) on the earliest to occur of (x) the second anniversary of the Merger Date, (y) a "change in control of Parent" (as defined in the Plan) following the Merger Date, or (z) upon termination of the Executive's employment by reason of death or Disability (as defined in Section 6 hereof), ii) by the Executive for Good Reason or (iii) by the Company other than for Cause or Disability (as such terms are defined below), then notwithstanding such termination of employment, the Bonus shares not purchased in Section 6 hereofthe Tender Offer shall vest, and the restrictions imposed thereon shall lapse, on the thirtieth (30th) day following such termination of employment (or by such earlier date following such termination of employment as the Executive for Good Reason (as defined in Section 6 hereofCompany shall select). If the Executive's employment is terminated pursuant to the foregoing proviso, then in lieu of the vesting of such Bonus Shares and lapse of the restrictions thereon, the Company may, at its option by giving written notice to the Executive without Good Reason at any time on or by the Company for Cause prior to the second anniversary thirtieth (30/th/) day following the date of such termination of employment, purchase such shares from the Executive, and if such option is so exercised the Executive shall sell such shares to the Company, for a cash purchase price in an amount equal to the aggregate Fair Market Value (as defined below) of such Bonus Shares as of the Merger Datedate of such termination of employment (the "Date of Termination"). For all purposes hereof, the Restricted Stock Award Bonus Shares not purchased in the Tender Offer shall include any securities or other property into which or for which such Bonus Shares may hereafter be converted or exchanged by reason of merger, consolidation or similar event. (e) Upon the vesting of, and lapse of restrictions on, the Bonus Shares not purchased in the Tender Offer, the certificates evidencing such shares shall be forfeited in full. The Restricted Stock Award shall be subject to all other terms and conditions of the Plan, the rules and regulations thereunder, the applicable provisions of this Agreement and the document evidencing its terms and conditions reasonably acceptable to Executive. The Restricted Stock Award is in addition to any other equity award made delivered promptly to the Executive under paragraph (e) unless the Company exercises its option to purchase such shares as provided above). If the Bonus shares not purchased in the Tender Offer do not vest and the restrictions thereon do not lapse in accordance with this Agreement on or prior to May 15, 1999, then such shares shall ipso ---- facto become the property of this Section 5 and shall not the Company on the first date that the Executive ----- ceases to be offset against or reduce such award or any other award, benefit or amount due under this Agreementemployed by the Company.

Stay Bonus. The Executive Within 15 days after satisfactory completion of her employment through December 30, 2006, Intervoice shall be grantedpay to the Employee a retention bonus of $30,000, __________ as and within 15 days after satisfactory completion of the Merger Dateremaining Initial Employment Term, that number of restricted shares of common stock of Parent ("Parent Stock") which, when multiplied by the average closing price per share of Parent Stock on the ten trading dates immediately following the Merger Date, Intervoice shall be equal in amount pay to the Sign-On Bonus Employee an additional retention bonus of $20,000 (collectively, the "Restricted Stock Award"“Stay Bonus”). The Restricted Stock Award shall be granted pursuant , less applicable withholding and otherwise according to a plan (i) that meets the requirements general payroll practices of Rule 16b-3 promulgated under Section 16 Intervoice, in consideration of the Securities Exchange Act Employee’s continued satisfactory service, according to the good-faith determination of 1934Intervoice, as amended (during each year of the "Exchange Act"), (ii) the terms of which are acceptable to U.S. Healthcare and (iii) the shares of Company Stock reserved for issuance under which shall be registered in a timely manner on a Form S-8 (the "Plan"). Notwithstanding any provision Initial Employment Term of this Agreement Agreement. If the Employee voluntarily terminates employment with Intervoice during the Initial Employment Term for any reason (including, without limitation, to the contrary, the Restricted Stock Award shall become vested (i.e., all ____ restrictions with respect thereto shall lapseaccept a new job or to retire) on the earliest to occur of (x) the second anniversary of the Merger Date, (y) a "change in control of Parent" other than for Good Reason (as defined in the Plan) following the Merger DateParagraph 4 herein), or if the Employee’s employment with Intervoice is terminated for Cause (zas defined in Paragraph 4 herein) upon termination or because of the Executive's employment by reason of her death or Disability (as defined in Section 6 hereof)Paragraph 4 herein) in accordance with this Agreement, by then the Company other than for Cause (as defined in Section 6 hereof) or by Employee shall not be entitled to receive any portion of the Executive for Good Reason (as defined in Section 6 hereof)Stay Bonus not already earned according to the criteria stated above. If However, if the Executive's Employee’s employment is terminated by the Executive without Good Reason or by the Company for Cause Intervoice prior to the second anniversary completion of the Merger DateInitial Employment Term for any reason other than for Cause, death, Disability, or pursuant to the provisions of Paragraph 1(b) hereof, then the portion of the Stay Bonus for the first or second year of the Initial Employment Term, as applicable according to whether the termination occurs during the first or second year of the Initial Employment Term, shall be payable in full as soon as practicable following the Employee’s termination; provided, however, that in the event such payment constitutes deferred compensation that may not be paid before the date that is six months after the date of the Employee’s separation from service (or, if earlier, the Restricted Stock Award date of death of the Employee) as provided in Section 409A(a)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) in order to meet the requirements of Section 409A of the Code, as determined by Intervoice in its sole judgment, the Stay Bonus shall be forfeited paid in full. The Restricted Stock Award shall be subject to all other terms and conditions full as soon as administratively practicable following the date that is six months after the date of the PlanEmployee’s separation from service (or, if earlier, the rules and regulations thereunder, date of death of the applicable provisions of this Agreement and the document evidencing its terms and conditions reasonably acceptable to Executive. The Restricted Stock Award is in addition to any other equity award made to the Executive under paragraph (e) of this Section 5 and shall not be offset against or reduce such award or any other award, benefit or amount due under this Agreement).