Common use of INTERIM DIVIDEND Clause in Contracts

INTERIM DIVIDEND. (a) Parent and the Company hereby agree that if and to the extent that Parent does not accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer after the expiration of the Offer (the "OFFER COMPLETION") prior to March 20, 2001, the Company Board shall on such date declare a dividend for the fiscal quarter ended March 31, 2001, of $0.3725 per share (or such other amount as the Company Board determines based upon the estimated earnings for the fiscal year and the applicable distribution requirements under the Code) of Common Stock (the "FIRST QUARTER DIVIDEND AMOUNT"), such dividend to be paid on the earlier of (x) the date of the Offer Completion and (y) April 30, 2001 to holders of record of shares of Common Stock on March 30, 2001 or such earlier date of the Offer Completion.