Common use of Timing and Form of Payment Clause in Contracts

Timing and Form of Payment. (a) Subject to Section 1.1, the Company shall pay to the Executive: seventy-five percent (75%) of the Retention Bonus in a lump sum as soon as administratively feasible following the earlier of: (i) the date of a full and complete execution of a Definitive Agreement (the “Signing”); or (ii) January 27, 2007; provided, however, that Executive shall not be entitled to the payment contemplated in this Paragraph 1.2(a) unless the Executive exercises all reasonable efforts to support a Signing which contemplates a Change in Control or Going Private Transaction. (b) Subject to Section 1.1, the Company shall pay the Executive the remaining twenty-five percent (25%) of the Retention Bonus in a lump sum as soon as administratively feasible following the earlier of: (i) the date of the consummation of the transactions contemplated by the Definitive Agreement; or (ii) January 27, 2007, provided, however, that Executive shall not be entitled to the payment contemplated in this Paragraph 1.2(b) unless the Executive, after the Signing, exercises all reasonable efforts to support the consummation of the applicable Change in Control or Going Private Transaction and to cooperate with the Company to consummate the Change in Control (including, if so requested by the Company, providing assistance to the prospective buyer in obtaining financing for the Change in Control) or Going Private Transaction.