Common use of Additional Incentive Compensation Clause in Contracts

Additional Incentive Compensation. (i) As additional compensation, Trivest shall be entitled to a one-time fee (the "ADDITIONAL INCENTIVE COMPENSATION") with respect to (A) any acquisition of a business operation by the Company or its subsidiaries introduced or negotiated by Trivest or its affiliates, and (B) any disposition of a business operation by the Company or its subsidiaries negotiated by Trivest or its affiliates. The Additional Incentive Compensation shall be paid at the closing of the acquisition or disposition of any such business operation. The Additional Incentive Compensation shall be a cash sum equal to the following percentages of the purchase price (which on acquisitions or dispositions of assets shall also include the book value of the assumed liabilities, and on acquisitions or dispositions of stock shall also include liabilities of the acquired entity that are required to be paid with funds provided by the Company or any of its subsidiaries in connection with such acquisition) for the acquisition or disposition: PURCHASE PRICE PERCENTAGE -------------- ---------- $1 to $10,000,000 3.00% $10,000,001 to $50,000,000 1.25% $50,000,001 and over 0.75% By way of illustration, an acquisition or disposition with a purchase price of $60,000,000 would generate Additional Incentive Compensation of $875,000 (3.00% of the first $10,000,000, 1.25% of the next $40,000,000 and 0.75% of the remaining $10,000,000). This Section 6(c)(i) shall not apply to any transaction (a "SALE OF THE COMPANY") which is (x) the sale of all, or substantially all, of the Company's consolidated assets in any single transaction or series of related transactions; (y) the sale or issuance, or series of related sales or issuances, of equity securities of the Company in any single transaction or series of related transactions which results in any person or group of affiliated persons (other than affiliates of Trivest) owning (on a fully-diluted basis) more than 50% of the Company=s securities having ordinary voting power to elect directors outstanding at the time of such sale or issuance or such series of sales and/or issuances; or (z) any merger or consolidation of the Company with or into another corporation (regardless of which entity is the surviving corporation) if, after giving effect to such merger or consolidation, the holders of the Company's securities having ordinary voting power to elect directors (on a fully-diluted basis) immediately prior to the merger or consolidation own securities of the surviving or resulting corporation representing 50% or less of the ordinary voting power to elect directors of the surviving or resulting corporation (on a fully-diluted basis). The amount of any fee payable to Trivest in connection with a Sale of the Company shall be determined pursuant to the provisions of Section 6(c)(ii) below. (ii) In the event of any other transaction not in the ordinary course of business, including a Sale of the Company and any public or private debt or equity financing or unusual efforts extended or results obtained by Trivest on behalf or for the benefit of the Company or its subsidiaries, the Board shall in good faith negotiate with Trivest to determine a fair compensation arrangement to compensate Trivest for such matters.

Additional Incentive Compensation. (i) As additional compensation, Trivest the Consultant shall be entitled to a one-time fee (the "ADDITIONAL INCENTIVE COMPENSATIONAdditional Incentive Compensation") with respect to (A) any each acquisition of a business operation by the Company or its subsidiaries introduced or negotiated by Trivest the Consultant or its any of their affiliates, and and/or (B) any each disposition of a business operation by the Company or its subsidiaries negotiated by Trivest the Consultant or its any of their affiliates. The Additional Incentive Compensation shall be paid at the closing of the acquisition or disposition of any such business operation. The Additional Incentive Compensation shall be a cash sum equal to the following percentages of the purchase price (which on acquisitions or dispositions of assets shall also include the book value of the assumed liabilities, and on acquisitions or dispositions of stock shall also include liabilities of the acquired entity that are required to be paid with funds provided by the Company or any of its subsidiaries in connection with such acquisition) for the acquisition or disposition: PURCHASE PRICE PERCENTAGE -------------- ---------- $1 to $10,000,000 3.002.50% $10,000,001 to $50,000,000 1.251.75% $50,000,001 and over 0.751.00% By way of illustration, an acquisition or disposition with a purchase price of $60,000,000 would generate Additional Incentive Compensation of $875,000 1,050,000 (3.002.50% of the first $10,000,000, 1.251.75% of the next $40,000,000 and 0.751.00% of the remaining $10,000,000). Notwithstanding the foregoing, the Additional Incentive Compensation payable pursuant to this Section 3(b)(i) shall be offset dollar-for-dollar by the amount of advisory fees paid by the Company to an advisory firm in connection with such acquisition or disposition. This Section 6(c)(i3(b)(i) shall not apply to any transaction (a "SALE OF THE COMPANYSale of the Company") which is (x) the sale of all, or substantially all, of the Company's consolidated assets in any single transaction or series of related transactions; (y) the sale or issuance, or series of related sales or issuances, of equity securities of the Company in any single transaction or series of related transactions which results in any person or group of affiliated persons (other than affiliates of Trivestthe Consultant) owning (on a fully-fully diluted basis) more than 50% of the Company=s 's securities having ordinary voting power to elect directors outstanding at the time of such sale or issuance or such series of sales and/or issuances; or (z) any merger or consolidation of the Company with or into another corporation (regardless of which entity is the surviving corporation) if, after giving effect to such merger or consolidation, the holders of the Company's securities having ordinary voting power to elect directors (on a fully-fully diluted basis) immediately prior to the merger or consolidation own securities of the surviving or resulting corporation representing 50% or less of the ordinary voting power to elect directors of the surviving or resulting corporation (on a fully-fully diluted basis). The amount of any fee payable to Trivest the Consultant in connection with a Sale of the Company shall be determined pursuant to the provisions of Section 6(c)(ii3(b)(iii) below. (ii) The Consultant shall also be entitled to a one-time fee (the "Finance Transaction Fee") in connection with each public equity financing consummated by the Company or any of its subsidiaries after the date hereof and negotiated by the Consultant or any of their affiliates. The Finance Transaction Fee shall be paid at the closing of each financing. The Finance Transaction Fee shall be a cash amount equal to 1.00% of the gross proceeds from the Company's first equity financing subsequent to the date hereof. The Finance Transaction Fee shall be a cash amount equal to 0.75% of the gross proceeds from the Company's second equity financing subsequent to the date hereof. The Finance Transaction Fee shall be a cash amount equal to 0.50% of the gross proceeds from the Company's third equity financing subsequent to the date hereof. The Finance Transaction Fee shall be a cash amount equal to 0.25% of the gross proceeds from the Company's fourth equity financing subsequent to the date hereof. This Section 3(b)(ii) shall be effective subsequent to the fourth public equity offering consummated by the Company. (iii) In the event of any other transaction not in the ordinary course of business, including a Sale of the Company and any public or private debt or equity financing or and/or unusual efforts extended or results obtained by Trivest the Consultant on behalf or for the benefit of the Company or its subsidiaries, the Board shall in good faith negotiate with Trivest the Consultant to determine a fair compensation arrangement to compensate Trivest the Consultant for such matters.

Additional Incentive Compensation. (i) As additional compensation, Trivest the Consultant shall be entitled to a one-time fee (the "ADDITIONAL INCENTIVE COMPENSATIONAdditional Incentive Compensation") with respect to (A) any each acquisition of a business operation by the Company or its subsidiaries introduced or negotiated by Trivest the Consultant or its any of their affiliates, and and/or (B) any each disposition of a business operation by the Company or its subsidiaries negotiated by Trivest the Consultant or its any of their affiliates. The Additional Incentive Compensation shall be paid at the closing of the acquisition or disposition of any such business operation. The Additional Incentive Compensation shall be a cash sum equal to the following percentages of the purchase price (which on acquisitions or dispositions of assets shall also include the book value of the assumed liabilities, and on acquisitions or dispositions of stock shall also include liabilities of the acquired entity that are required to be paid with funds provided by the Company or any of its subsidiaries in connection with such acquisition) for the acquisition or disposition: PURCHASE PRICE PERCENTAGE -------------- ---------- $1 to $10,000,000 3.002.50 % $10,000,001 to $50,000,000 1.251.75 % $50,000,001 and over 0.751.00 % By way of illustration, an acquisition or disposition with a purchase price of $60,000,000 would generate Additional Incentive Compensation of $875,000 950,000 (3.002.50% of the first $10,000,000, 1.251.75% of the next $40,000,000 and 0.751.00% of the remaining $10,000,000). This Section 6(c)(i3(c)(i) shall not apply to any transaction (a "SALE OF THE COMPANYSale of the Company") which is (x) the sale of all, or substantially all, of the Company's consolidated assets in any single transaction or series of related transactions; (y) the sale or issuance, or series of related sales or issuances, of equity securities of the Company in any single transaction or series of related transactions which results in any person or group of affiliated persons (other than affiliates of Trivestthe Consultant) owning (on a fully-fully diluted basis) more than 50% of the Company=s 's securities having ordinary voting power to elect directors outstanding at the time of such sale or issuance or such series of sales and/or issuances; or (z) any merger or consolidation of the Company with or into another corporation (regardless of which entity is the surviving corporation) if, after giving effect to such merger or consolidation, the holders of the Company's securities having ordinary voting power to elect directors (on a fully-fully diluted basis) immediately prior to the merger or consolidation own securities of the surviving or resulting corporation representing 50% or less of the ordinary voting power to elect directors of the surviving or resulting corporation (on a fully-fully diluted basis). The amount of any fee payable to Trivest the Consultant in connection with a Sale of the Company shall be determined pursuant to the provisions of Section 6(c)(ii6(c)(iii) below. (ii) The Consultant shall also be entitled to a one-time fee (the "Finance Transaction Fee") in connection with each public or private debt or equity financing or refinancing consummated by the Company or any of its subsidiaries after the date hereof and negotiated by the Consultant or any of their affiliates. The Finance Transaction Fee shall be paid at the closing of each financing or refinancing and shall be a cash sum equal to (i) 1.00% of the gross proceeds from any equity financing, and/or (ii) the sum of (A) 0.50% of the aggregate principal amount of any outstanding Company debt that is refinanced, plus (B) 0.50% of the aggregate increase in maximum borrowing availability resulting from any such debt financing or refinancing. (iii) In the event of any other transaction not in the ordinary course of business, including a Sale of the Company and any public or private debt or equity financing or and/or unusual efforts extended or results obtained by Trivest the Consultant on behalf or for the benefit of the Company or its subsidiaries, the Board shall in good faith negotiate with Trivest the Consultant to determine a fair compensation arrangement to compensate Trivest the Consultant for such matters.

Additional Incentive Compensation. (i) As additional compensation, Trivest shall be entitled to a one-time fee (the "ADDITIONAL INCENTIVE COMPENSATIONAdditional Incentive Compensation") with respect to (A) any acquisition of a business operation by the Company or its subsidiaries introduced or negotiated by Trivest or its affiliates, and (B) any disposition of a business operation by the Company or its subsidiaries negotiated by Trivest or its affiliates. The Additional Incentive Compensation shall be paid at the closing of the acquisition or disposition of any such business operation. The Additional Incentive Compensation shall be a cash sum equal to the following percentages of the purchase price (which on acquisitions or dispositions of assets shall also include the book value of the assumed liabilities, and on acquisitions or dispositions of stock shall also include liabilities of the acquired entity that are required to be paid with funds provided by the Company or any of its subsidiaries in connection with such acquisition) for the acquisition or disposition: PURCHASE PRICE PERCENTAGE -------------- ---------- $1 to $10,000,000 3.00% $10,000,001 to $50,000,000 1.25% $50,000,001 and over 0.75% By way of illustration, an acquisition or disposition with a purchase price of $60,000,000 would generate Additional Incentive Compensation of $875,000 (3.00% of the first $10,000,000, 1.25% of the next $40,000,000 and 0.75% of the remaining $10,000,000). This Section 6(c)(i) shall not apply to any transaction (a "SALE OF THE COMPANYSale of the Company") which is (x) the sale of all, or substantially all, of the Company's consolidated assets in any single transaction or series of related transactions; (y) the sale or issuance, or series of related sales or issuances, of equity securities of the Company in any single transaction or series of related transactions which results in any person or group of affiliated persons (other than affiliates of Trivest) owning (on a fully-diluted basis) more than 50% of the Company=s 's securities having ordinary voting power to elect directors outstanding at the time of such sale or issuance or such series of sales and/or issuances; or (z) any merger or consolidation of the Company with or into another corporation (regardless of which entity is the surviving corporation) if, after giving effect to such merger or consolidation, the holders of the Company's securities having ordinary voting power to elect directors (on a fully-diluted basis) immediately prior to the merger or consolidation own securities of the surviving or resulting corporation representing 50% or less of the ordinary voting power to elect directors of the surviving or resulting corporation (on a fully-diluted basis). The amount of any fee payable to Trivest in connection with a Sale of the Company shall be determined pursuant to the provisions of Section 6(c)(ii) below. (ii) In the event of any other transaction not in the ordinary course of business, including a Sale of the Company and any public or private debt or equity financing or unusual efforts extended or results obtained by Trivest on behalf or for the benefit of the Company or its subsidiaries, the Board shall in good faith negotiate with Trivest to determine a fair compensation arrangement to compensate Trivest for such matters.