ACCRUED BONUS PAYMENT ADJUSTMENT. Notwithstanding anything ----------------------------------- herein to the contrary, the Purchase Price Cash Component (and the Purchase Price) shall be reduced by the amount payable to the individuals set forth on SCHEDULE 2.05 (the "CTSI Employees") to be paid by the Company five (5) days -------------- --------------- after the Closing (such exhibit to set forth the amount to be received by each CTSI Employee); provided, however, that any payments due under this Section 2.05 -------- ------- shall be contingent upon the CTSI Employees remaining employed by the Company for a period of not less than five (5) days after the Closing. Any amounts payable to the CTSI Employees shall be paid directly to the CTSI Employees by the Company. Any and all such payments, whenever made, shall be made in accordance with, and subject to, the terms and conditions of this Agreement, and shall be subject to all applicable employment and withholding taxes. The parties agree and acknowledge that any deductions or losses associated with such payments shall be allocated to the post-Closing tax period of the Company.