Common use of Note Forgiveness Clause in Contracts

Note Forgiveness. If Employee is terminated pursuant to Section 5(a), (b) or (d) or terminates pursuant to Section 5(e), (g) or (h), the Company shall (i) forgive that portion of the principal balance of the Share Purchase Note equal to (A) the outstanding balance of the Share Purchase Note on the Termination Date less (B) an amount equal to the average closing price for the Company's shares during the 20 trading days prior to the Termination Date times the number of Program Shares held by Employee on the Termination Date, multiplied by (C) a fraction, the numerator of which is the number of Program Shares held by Employee on the Termination Date and the denominator is the number of original issue Program Shares purchased with the proceeds of the Share Purchase Note and 1997 Note, and (ii) pay a Gross-Up Payment to Employee in consideration of such Note forgiveness. If Employee is terminated pursuant to a Hostile Change in Control, the Company shall forgive the entire principal balance of the Share Purchase Note and pay a Gross-Up Payment to Employee in consideration of such Note forgiveness. Unless surrendered to the Company for cancellation, all Program Shares purchased with the proceeds of the Share Purchase Note and/or the 1997 Note which are held by Employee as of the date of any Share Purchase Note forgiveness (other than upon a Hostile Change in Control) and which have an aggregate value (as determined under Section 6(e)(B)) equal to or less than the amount of the principal balance of the Share Purchase Note shall be cancelled on the books of the Company and the value of those cancelled Shares shall be applied toward the principal balance of the Share Purchase Note, with any remaining Shares whose value exceeds such principal balance to be retained by Employee. Employee designates the Secretary or any Assistant Secretary of the Company as his attorney-in-fact to effect such cancellation, which power is coupled with an interest and shall survive the death, Disability or incompetence of Employee. No Program Shares shall be cancelled in connection with a Share Purchase Note forgiveness upon a Hostile Change in Control. Notwithstanding the foregoing, the Compensation Committee shall have discretion to permit Employee or his estate to retain all Program Shares. All other rights and obligations of the Company and Employee under this Agreement (other than Sections 8, 9 and 10, which shall survive termination) shall cease as of the Termination Date.

Note Forgiveness. If Employee is terminated pursuant to Section 5(a), (b) or (d) or terminates pursuant to Section 5(e), (g) or (h), the Company shall (i) forgive that portion of the principal balance of the Share Purchase 2000 Note equal to (A) the outstanding balance of the Share Purchase 2000 Note on the Termination Date less (B) an amount equal to the average closing price for the Company's shares during the 20 trading days prior to the Termination Date times the number of Program Shares held by Employee on the Termination Date, multiplied by (C) a fraction, the numerator of which is the number of Program Shares held by Employee on the Termination Date and the denominator is the number of original issue Program Shares purchased with the proceeds of the Share Purchase 2000 Note and 1997 Note, and (ii) pay a Gross-Up Payment to Employee in consideration of such Note forgiveness. If Employee is terminated pursuant to a Hostile Change in Control, the Company shall forgive the entire principal balance of the Share Purchase 2000 Note and pay a Gross-Up Payment to Employee in consideration of such Note forgiveness. Unless surrendered to the Company for cancellation, all Program Shares purchased with the proceeds of the Share Purchase 2000 Note and/or the 1997 Note which are held by Employee as of the date of any Share Purchase 2000 Note forgiveness (other than upon a Hostile Change in Control) and which have an aggregate value (as determined under Section 6(e)(B)) equal to or less than the amount of the principal balance of the Share Purchase 2000 Note shall be cancelled on the books of the Company and the value of those cancelled Shares shall be applied toward the principal balance of the Share Purchase 2000 Note, with any remaining Shares whose value exceeds such principal balance to be retained by Employee. Employee designates the Secretary or any Assistant Secretary of the Company as his attorney-in-fact to effect such cancellation, which power is coupled with an interest and shall survive the death, Disability or incompetence of Employee. No Program Shares shall be cancelled in connection with a Share Purchase 2000 Note forgiveness upon a Hostile Change in Control. Notwithstanding the foregoing, the Compensation Committee shall have discretion to permit Employee or his Employee's estate to retain all Program SharesShares upon forgiveness of the 2000 Note in the event of his death. All other rights and obligations of the Company and Employee under this Agreement (other than Sections 8, 9 and 10, which shall survive termination) shall cease as of the Termination Date. The parties acknowledge and agree that the provisions of this Section 6(e) are identical to those contained in Section 6(e) of the 2000 Agreement, except as required to conform such provisions with the requirements of the Sarbanes-Oxley Act of 2002, and that such provisions were in effec▇ ▇▇▇ ▇▇▇▇▇▇▇ on the Company prior to passage of the Sarbanes-Oxley Act.

Note Forgiveness. If Employee is terminated pursuant to Section 5(a), (b) or (d) or terminates pursuant to Section 5(e), (g) or (h), the Company shall (i) forgive that portion of the principal balance of the Share Purchase 2000 Note equal to (A) the outstanding balance of the Share Purchase 2000 Note on the Termination Date less (B) an amount equal to the average closing price for the Company's shares during the 20 trading days prior to the Termination Date times the number of Program Shares held by Employee on the Termination Date, multiplied by (C) a fraction, the numerator of which is the number of Program Shares held by Employee on the Termination Date and the denominator is the number of original issue Program Shares purchased with the proceeds of the Share Purchase 2000 Note and 1997 Note, and (ii) pay a Gross-Up Payment to Employee in consideration of such Note forgiveness. If Employee is terminated pursuant to a Hostile Change in Control, the Company shall forgive the entire principal balance of the Share Purchase 2000 Note and pay a Gross-Up Payment to Employee in consideration of such Note forgiveness. Unless surrendered to the Company for cancellation, all Program Shares purchased with the proceeds of the Share Purchase 2000 Note and/or the 1997 Note which are held by Employee as of the date of any Share Purchase 2000 Note forgiveness (other than upon a Hostile Change in Control) and which have an aggregate value (as determined under Section 6(e)(B)) equal to or less than the amount of the principal balance of the Share Purchase 2000 Note shall be cancelled on the books of the Company and the value of those cancelled Shares shall be applied toward the principal balance of the Share Purchase 2000 Note, with any remaining Shares whose value exceeds such principal balance to be retained by Employee. Employee designates the Secretary or any Assistant Secretary of the Company as his attorney-in-fact to effect such cancellation, which power is coupled with an interest and shall survive the death, Disability or incompetence of Employee. No Program Shares shall be cancelled in connection with a Share Purchase 2000 Note forgiveness upon a Hostile Change in Control. Notwithstanding the foregoing, the Compensation Committee shall have discretion to permit Employee or his Employee's estate to retain all Program SharesShares upon forgiveness of the 2000 Note in the event of his death. All other rights and obligations of the Company and Employee under this Agreement (other than Sections 8, 9 and 10, which shall survive termination) shall cease as of the Termination Date. The parties acknowledge and agree that the provisions of this Section 6(e) are identical to those contained in Section 6(e) of the 2000 Agreement, except as required to conform such provisions with the requirements of the Sarbanes-Oxley Act of 2002, and that such provisions were in effect ▇▇▇ ▇▇▇▇▇▇▇ ▇n the Company prior to passage of the Sarbanes-Oxley Act.