Common use of Voluntary or Involuntary Clause in Contracts

Voluntary or Involuntary. Upon your voluntary or involuntary termination of employment, you will be entitled to receive the number of options determined by multiplying the sum of your compensation actually waived up to the date of your termination by ten and dividing the product by the Common Stock Price; provided, however, that only the total compensation waived by you up to the date of termination of employment will be considered. Your options will continue to vest under the above vesting schedule as if you continued to be employed by the Company and continued participating in the 1994 MEP. Under no circumstances will you be entitled to receive cash equal to all or any portion of the compensation you elected to waive under the 1994 MEP. -3-

Voluntary or Involuntary. Upon your voluntary or involuntary termination of employment, you will be entitled to receive the number of options determined by multiplying the sum of your compensation actually waived up to the date of your termination by ten and dividing the product by the Common Stock Price; provided, however, that only the total compensation waived by you up to the date of termination of employment will be considered. Your options will continue to vest under the above vesting schedule as if you continued to be employed by the Company and continued participating in the 1994 MEP. Under no -3- circumstances will you be entitled to receive cash equal to all or any portion of the compensation you elected to waive under the 1994 MEP. -3-.

Voluntary or Involuntary. Upon your voluntary or involuntary termination of employment, you will be entitled to receive the number of options determined by multiplying the sum of your compensation actually waived up to the date of your termination by ten the Leverage Factor and dividing the product by the Common Stock Price; provided, however, that only the total compensation waived by you up to the date of termination of employment will be considered. Your options will continue to vest under the above vesting schedule as if you continued to be employed by the Company and continued participating in the 1994 1997 MEP. Under no circumstances will you be entitled to receive cash equal to all or any portion of the compensation you elected to waive under the 1994 1997 MEP. -3-.