Common use of Termination Fees Clause in Contracts

Termination Fees. If Parent shall receive full payment of the Company Termination Fee (as reduced for any payment of the Expense Reimbursement) pursuant to Section 7.03, then (i) the receipt of the Company Termination Fee by Parent shall be the sole and exclusive remedy of Parent, Merger Sub and each of their respective subsidiaries and their respective stockholders and affiliates against the Company, any of the Company’s subsidiaries, any Company Joint Venture and each of their respective former, current and future Representatives, stockholders, general and limited partners, managers, members, affiliates and assignees and each former, current or future Representative, stockholder, general or limited partner, manager, member, affiliate or assignee of any of the foregoing (each, a “Company Related Party”), for any loss or damage suffered as a result of the failure of the Merger to be consummated or for any breach or failure to perform hereunder, and (ii) following such receipt, no Company Related Party shall have any further liability or obligation with respect to this Agreement (or the termination hereof) or the transactions contemplated hereby; provided, that, payment of the Company Termination Fee shall not release any party from liability for Willful Breach. In no event shall the Company be required to pay the Company Termination Fee more than once. The Company, Parent and Merger Sub each acknowledge that the agreements contained in Section 7.03 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, neither Parent, Merger Sub nor the Company would not enter into this Agreement, and that any amounts payable pursuant to Section 7.03 do not constitute a penalty but constitute payment of liquidated damages and that the liquidated damages amount is reasonable in light of the substantial but indeterminate harm anticipated to be caused by the other party’s breach or default under this Agreement, the difficulty of proof and calculation of loss and damages, the inconvenience and non-feasibility of otherwise obtaining an adequate remedy, the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger and the other transactions contemplated hereby and the value of the transactions to be consummated hereunder.

Termination Fees. (a) If Parent shall receive full payment the transactions contemplated by this Agreement are not consummated for any reason whatsoever, upon failure of the Company Termination Fee (as reduced for any payment remedy of the Expense Reimbursement) pursuant to Section 7.03specific performance, then and (i) the receipt Sellers is not in material breach of the Company Termination Fee by Parent shall be the sole Sellers’ material representations, warranties, covenants and exclusive remedy of Parent, Merger Sub and each of their respective subsidiaries and their respective stockholders and affiliates against the Company, any of the Company’s subsidiaries, any Company Joint Venture and each of their respective former, current and future Representatives, stockholders, general and limited partners, managers, members, affiliates and assignees and each former, current or future Representative, stockholder, general or limited partner, manager, member, affiliate or assignee of any of the foregoing (each, a “Company Related Party”), for any loss or damage suffered as a result of the failure of the Merger to be consummated or for any breach or failure to perform hereunderagreements contained in this Agreement, and (ii) none of the conditions set forth in Article 6 will have failed to be satisfied as of the date of such termination, then within two (2) business days after the written demand of Sellers delivered to Buyer following such receipttermination, no Company Related Party shall have any further liability or obligation with respect Buyer will pay to this Agreement Sellers a termination fee equal to the aggregate sum of $500,000. (or the termination hereofb) or If the transactions contemplated hereby; providedby this Agreement are not consummated for any reason whatsoever, that, payment upon failure of the Company Termination Fee shall remedy of specific performance, and (i) Buyer is not release any party from liability in material breach of Buyer’s material representations, warranties, covenants and agreements contained in this Agreement, and (ii) none of the conditions set forth in Article 7 will have failed to be satisfied as of the date of such termination, then within two (2) business days after the written demand of Buyer delivered to Sellers following such termination, Sellers will pay to Buyer a termination fee equal to the aggregate sum of $500,000. Notwithstanding the above, if Buyer fails to close because Buyer is unable to secure financing for Willful Breach. In no event shall the Company be required transaction on terms reasonably acceptable to pay Buyer, the Company Termination Fee more than once. aggregate termination fee payable by Buyer to Sellers will equal $75,000. (c) The Company, Parent and Merger Sub each parties acknowledge that the agreements contained in this Section 7.03 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, neither Parent, Merger Sub nor Sellers on one hand and Buyer on the Company other would not enter into this Agreement; accordingly, and that any amounts payable if a party obligated to pay fails to pay promptly the fee due pursuant to this Section 7.03 do not constitute and, in order to obtain such payment, the party(ies) entitled to receive the fee commences a penalty but constitute payment suit to receive such fee, the party(ies) obligated to pay such fee will also pay to the party(ies) entitled to the fee all of liquidated damages such entitled party(ies)’s costs and that expenses (including attorneys' fees) incurred in connection with such suit, together with interest on the liquidated damages amount is reasonable in light of the substantial but indeterminate harm anticipated to be caused by the other party’s breach or default fee under this Section at an interest rate per annum equal to the prime commercial lending rate quoted by W▇▇▇▇ Fargo Bank Minnesota, N.A. plus 2%. (d) This Section 9.3 will survive any termination of this Agreement, the difficulty of proof and calculation of loss and damages, the inconvenience and non-feasibility of otherwise obtaining an adequate remedy, the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger and the other transactions contemplated hereby and the value of the transactions to be consummated hereunder.

Termination Fees. (a) If Parent this Agreement shall receive full payment of the Company Termination Fee (as reduced for any payment of the Expense Reimbursement) have been terminated by Acquiror or Merger Sub pursuant to Section 7.0310.1(d)(i) or Section 10.1(e), then Inpixon shall, within three (i3) Business Days of such termination, pay to Acquiror by wire transfer of immediately available funds to one or more accounts designated by Acquiror the receipt sum of $2,000,000 (the “Company Termination Fee by Parent shall be the sole and exclusive remedy of Parent, Merger Sub and each of their respective subsidiaries and their respective stockholders and affiliates against the Company, any of the Company’s subsidiaries, any Company Joint Venture and each of their respective former, current and future Representatives, stockholders, general and limited partners, managers, members, affiliates and assignees and each former, current or future Representative, stockholder, general or limited partner, manager, member, affiliate or assignee of any of the foregoing (each, a Fee“Company Related Party”), for any loss or damage suffered as a result of the failure of the Merger to be consummated or for any breach or failure to perform hereunder, and (ii) following such receipt, no Company Related Party shall have any further liability or obligation with respect to this Agreement (or the termination hereof) or the transactions contemplated hereby; provided, that, payment . Payment of the Company Termination Fee shall not release constitute liquidated damages and shall be without prejudice to any party from liability for Willful Breachother rights or remedies of Acquiror pursuant to this Agreement (including pursuant to Section 11.15) or applicable Law. In no event shall Following receipt by Acquiror of the Company be required Termination Fee in accordance with this Section 10.3(a), Inpixon and the Company shall have no further liability with respect to this Agreement or the transactions contemplated herein to Acquiror, its Affiliates or any other Person, other than in respect of its fraud or willful and material breach of this Agreement. If Inpixon fails to timely pay the Company Termination Fee when due, then it shall pay Acquiror the interest on such amount at the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made plus five percent (5%) per annum through the date such payment is actually received. (b) If this Agreement shall have been terminated by the Company pursuant to Section 10.1(f)(i) or Section 10.1(f)(ii), Acquiror shall, within three (3) Business Days of such termination, pay to the Company by wire transfer of immediately available funds to one or more accounts designated by the Company the sum of $2,000,000 (the “Acquiror Termination Fee”). Payment of the Acquiror Termination Fee shall not constitute liquidated damages and shall be without prejudice to any other rights or remedies of Inpixon or the Company pursuant to this Agreement (including pursuant to Section 11.15) or applicable Law. Following receipt by the Company of the Acquiror Termination Fee in accordance with this Section 10.3(b), Acquiror shall have no further liability with respect to this Agreement or the transactions contemplated herein to Inpixon, the Company or their respective Affiliates or any other Person, other than oncein respect of its fraud or willful and material breach of this Agreement. If Acquiror fails to timely pay the Acquiror Termination Fee when due, then it shall pay the Company the interest on such amount at the prime rate as published in The Company, Parent and Merger Sub each Wall Street Journal in effect on the date such payment was required to be made plus five percent (5%) per annum through the date such payment is actually received. (c) The Parties acknowledge that the agreements contained in this Section 7.03 10.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, neither Parent, Merger Sub nor the Company parties would not enter into this Agreement, and that any amounts payable pursuant to Section 7.03 do not constitute a penalty but constitute payment of liquidated damages and that the liquidated damages amount is reasonable in light of the substantial but indeterminate harm anticipated to be caused by the other party’s breach or default under this Agreement, the difficulty of proof and calculation of loss and damages, the inconvenience and non-feasibility of otherwise obtaining an adequate remedy, the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger and the other transactions contemplated hereby and the value of the transactions to be consummated hereunder.

Termination Fees. (a) If Parent shall receive full payment of the Company Termination Fee (as reduced for any payment of the Expense Reimbursement) this Agreement is terminated by Photobition pursuant to Section 7.039.1(ii)(B)(1) or 9.1(ii)(C) or by the Company or Photobition pursuant to 9.1(iv), then because the Principal Stockholder or other Company Stockholders subject to the Stockholders' Agreement fail to vote their respective shares of Company Common Stock in favor of the Merger at the Special Meeting, the Company will pay Photobition (iprovided the Company is not also entitled to terminate this Agreement pursuant to Section 9.1(iii)(A) or (B)) the receipt Termination Fee. If this Agreement is terminated by the Company pursuant to Section 9.1(iii)(B) and at the time of the Company Termination Fee termination of this Agreement an Acquisition Proposal has been accepted by Parent shall be the sole and exclusive remedy of Parent, Merger Sub and each of their respective subsidiaries and their respective stockholders and affiliates against the Company, any of the Company’s subsidiaries, any Company Joint Venture and each of their respective former, current and future Representatives, stockholders, general and limited partners, managers, members, affiliates and assignees and each former, current or future Representative, stockholder, general or limited partner, manager, member, affiliate or assignee of any of the foregoing (each, a “Company Related Party”), for any loss or damage suffered as a result of the failure of the Merger to be consummated or for any breach or failure to perform hereunder, and (ii) following such receipt, no Company Related Party shall have any further liability or obligation with respect to this Agreement (or the termination hereof) or the transactions contemplated hereby; provided, that, payment of then the Company will pay Photobition the Termination Fee shall not release any party from liability for Willful Breach. In no event shall the Fee. (b) The Company be required to pay the Company Termination Fee more than once. The Company, Parent and Merger Sub each acknowledge acknowledges that the agreements contained in this Section 7.03 10.6 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, neither Parent, Merger Sub nor the Company Photobition would not enter into this Agreement, and that any amounts payable pursuant to Section 7.03 do not constitute a penalty but constitute . Any payment of the Termination Fee will be compensation and liquidated damages and that for the liquidated damages amount is reasonable in light loss suffered by Photobition as a result of the substantial but indeterminate harm anticipated failure of the Merger to be caused by the other party’s breach or default under this Agreement, the difficulty of proof consummated and calculation of loss as payment for all Photobition's out-of-pocket costs and damages, the inconvenience and non-feasibility of otherwise obtaining an adequate remedy, the efforts and resources expended and opportunities foregone while negotiating expenses incurred in connection with this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger and the other transactions contemplated hereby and to avoid the value difficulty of determining damages under the circumstances, and the Company will not have any other liability to Photobition after such payment. The Termination Fee will be paid by the Company to Photobition in immediately available funds within two business days after the date of the transactions event giving rise to be consummated hereunderthe obligation to make such payment occurs; provided, however, that the Company and its Subsidiaries may not enter into any agreement providing for an Acquisition Proposal unless (i) at least five business days prior thereto, the Company has provided Photobition with the information required under Section 6.4 and (ii) the Company has paid Photobition the Termination Fee.

Termination Fees. If Parent shall receive full payment of (a) In the Company Termination Fee event that either: (as reduced for any payment of X) the Expense Reimbursement) MGM Entities are entitled to terminate this Agreement pursuant to Section 7.0310.1(d) hereof, then or (Y) (i) the receipt of Closing has not occurred by the Company Termination Fee by Parent shall Target Closing Date (as such Target Closing Date may be the sole and exclusive remedy of Parent, Merger Sub and each of their respective subsidiaries and their respective stockholders and affiliates against the Company, any of the Company’s subsidiaries, any Company Joint Venture and each of their respective former, current and future Representatives, stockholders, general and limited partners, managers, members, affiliates and assignees and each former, current or future Representative, stockholder, general or limited partner, manager, member, affiliate or assignee of any of the foregoing (each, a “Company Related Party”extended pursuant to Section 10.1(b) hereof), for any loss or damage suffered as a result of the failure of the Merger to be consummated or for any breach or failure to perform hereunder, and (ii) following each of the Closing conditions set forth in Section 7.1 have been satisfied or waived by Purchaser or would have been satisfied but for Purchaser’s failure to use its Commercially Reasonable Efforts to perform its respective obligations under this Agreement, and (iii) each of the Closing conditions set forth in Section 7.3 have been satisfied or waived by Purchaser or would have been satisfied but for Purchaser failing to use its Commercially Reasonable Efforts to perform its respective obligations under this Agreement in accordance with the terms and conditions hereof, and (iv) the MGM Entities are not otherwise in default hereunder, then in either such receipt, no Company Related Party event (X) or (Y) the MGM Entities shall have any further liability or obligation with respect the right, as its sole and exclusive remedy, to give written notice to Purchaser of their intention to terminate this Agreement if Purchaser fails to close (or the termination hereofbe prepared to close) or the transactions contemplated hereby; provided, that, payment of the Company Termination Fee shall not release any party from liability for Willful Breach. In no event shall the Company be required to pay the Company Termination Fee more than once. The Company, Parent and Merger Sub each acknowledge that the agreements contained in Section 7.03 are an integral part of the transactions contemplated by this Agreement on or prior to the fifth Business Day following receipt of such written notice and thatas promptly as practicable following termination (which shall occur automatically on such fifth Business Day unless agreed to otherwise by the Parties in writing) Purchaser shall pay, without these agreementsor cause to be paid, neither Parentin same day funds to Seller, Merger Sub nor the Company would sum of Twenty-Five Million Dollars ($25,000,000) (the “Seller Termination Fee”). Only one Seller Termination Fee shall be payable to Seller regardless of the circumstances. In the event Seller receives payment of the Seller Termination Fee, Seller, and Seller on behalf of its Affiliates, agrees to forego and not enter into to pursue (or aid any other Person in pursuing) or assign any allegation, claim, right or remedy, whether legal or equitable, including specific performance, against, directly or indirectly, Purchaser or any of their respective Affiliates, for Purchaser’s failure to consummate the transactions contemplated by this Agreement. Subject to the occurrence of the matters set forth in subsection (X) or subsection (Y) (i), (ii), (iii) and (iv) of the first sentence of this Section 6.14(a), the Parties acknowledge and agree that the MGM Entities would sustain substantial damages in the event the sale of the Shares to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser’s failure to close, and Seller’s actual damages in the event the sale of the Membership Interest and Convenience Store to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser’s failure to close would be difficult or impractical to determine, and the Seller Termination Fee represents a reasonable estimate of the harm likely to be suffered by Seller in the event the sale of the Membership Interest and Convenience Store to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser’s failure to close. (b) In the event that either: (X)(i) the Closing has not occurred by the Target Closing Date; and (ii) each of the closing conditions set forth in Section 7.1 have been satisfied or waived by Seller or would have been satisfied but for the MGM Entities’ failure to use its Commercially Reasonably Efforts to perform their respective obligations under this Agreement; and (iii) the Closing conditions set forth in Section 7.2 have been satisfied or waived by Seller or would have been satisfied but for Seller failing to use its Commercially Reasonable Efforts to perform its obligations under this Agreement; and Purchaser is not otherwise in default hereunder, or (Y) prior to the Estimated Closing Date Seller executes an agreement with any amounts payable other Person (other than Purchaser) for the sale or transfer of the Membership Interest and Convenience Store or for substantially all of the Company’s Assets, or (Z) Purchaser is entitled to terminate this Agreement pursuant to Section 7.03 do not constitute a penalty but constitute payment of liquidated damages 10.1(c) hereof, then in any such event (X) or (Y) or (Z) the Purchaser shall have, as its sole and that the liquidated damages amount is reasonable in light of the substantial but indeterminate harm anticipated to be caused by the other party’s breach or default under this Agreement, the difficulty of proof and calculation of loss and damages, the inconvenience and non-feasibility of otherwise obtaining an adequate exclusive remedy, the efforts and resources expended and opportunities foregone while negotiating right to give written notice to Seller of its intention to terminate this Agreement (which notice shall also provide appropriate information respecting the Purchaser Termination Fee) and Seller shall pay, or cause to be paid, in reliance same day funds to Purchaser, the amount of Purchaser’s actual and documented third party costs and expenses associated with this transaction (including without limitation reasonable third party attorney fees and costs) not to exceed the sum of Four Million Dollars ($4,000,000) (the “Purchaser Termination Fee”). Only one Purchaser Termination Fee shall be payable to Purchaser regardless of the circumstances. Purchaser on behalf of its Affiliates, agrees to forego and not to pursue (or aid any other Person in pursuing) or assign any allegation, claim, right or remedy, whether legal or equitable, including specific performance, against, directly or indirectly Seller, any MGM entity or any of their respective Affiliates, for Seller’s failure to consummate the transactions contemplated by this Agreement. Subject to the occurrence of the matters set forth in subsections (X)(i), (ii), (iii) or (Y) or (Z) of the first sentence of this Section 6.14(b), the Parties acknowledge and agree that Purchaser would sustain substantial damages in the event the sale of the Membership Interest and Convenience Store to Purchaser as contemplated by this Agreement is not consummated as a result of Seller’s failure to close, and on Purchaser’s actual damages in the expectation event the sale of the consummation Membership Interest and Convenience Store to Purchaser as contemplated by this Agreement is not consummated as a result of Seller’s failure to close would be difficult or impractical to determine, and the Purchaser Termination Fee represents a reasonable estimate of the Merger harm likely to be suffered by Purchaser in the event the sale of the Shares to Purchaser as contemplated by this Agreement is not consummated as a result of Seller’s failure to close. The foregoing shall be Purchaser’s sole and exclusive remedy in the other event of any failure of the MGM Entities to consummate the transactions contemplated hereby and the value of the transactions to be consummated hereunderhereby.

Termination Fees. If Parent The Merger Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time, whether before or after approval of the stockholders of the Company, (a) by mutual consent of Honeywell and the Company, (b) by either the Company or Honeywell (i) if (x) the Offer shall receive full have expired without any Shares being purchased therein or (y) the Purchaser shall not have accepted for payment all Shares tendered pursuant to the Offer by April 30, 1997, provided, that such right to terminate will not be available to any party whose failure to fulfill any obligation under the Merger Agreement was the cause of, or resulted in, the failure of Honeywell or the Purchaser to purchase the Shares on or before such date or after Purchaser has purchased Shares pursuant to the Offer; or (ii) if any governmental entity shall have issued an order, decree or ruling or taken any other action (which order, decree, ruling or other action the parties will use their best efforts to lift), in each case permanently restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, Shares pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and non-appealable, (c) by the Company (i) if Honeywell, the Purchaser or any of their affiliates shall have failed to commence the Offer on or prior to five business days following the date of the initial public announcement of the Offer; provided, that the Company may not terminate the Merger Agreement pursuant to this clause (i) if the Company is at such time in breach of its obligations under the Merger Agreement such as to cause a material adverse effect on the Company and its subsidiaries, taken as a whole; (ii) in connection with entering into a definitive agreement with respect to an Acquisition Proposal; provided it has complied with all of the provisions, including the notice provisions described above under "No Solicitation," and that it makes simultaneous payment of the Company Termination Fee Fee, plus any amounts then due as a reimbursement of expenses; or (iii) if Honeywell or the Purchaser shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in the Merger Agreement, which breach cannot be or has not been cured, in all material respects, within 30 days after the giving of written notice to Honeywell or the Purchaser, as reduced for any payment of the Expense Reimbursementapplicable, (d) pursuant to Section 7.03, then by Honeywell (i) if, due to an occurrence, not involving a breach by Honeywell or the receipt of the Company Termination Fee by Parent shall be the sole and exclusive remedy of Parent, Merger Sub and each Purchaser of their respective subsidiaries and their respective stockholders and affiliates against obligations under the CompanyMerger Agreement, which makes it impossible to satisfy any of the Company’s subsidiariesconditions to the Offer, Honeywell, the Purchaser, or any Company Joint Venture and each of their respective former, current and future Representatives, stockholders, general and limited partners, managers, members, affiliates and assignees and each former, current shall have failed to commence the Offer on or future Representative, stockholder, general or limited partner, manager, member, affiliate or assignee of any prior to five business days following the date of the foregoing initial public announcement of the Offer; (eachii) if prior to the purchase of Shares pursuant to the Offer, the Company has breached any representation, warranty, covenant or other agreement contained in the Merger Agreement which (x) would give rise to the failure of a “Company Related Party”)condition described in paragraph (f) or (g) under Annex A to the Merger Agreement (which are set forth in clauses (f) and (g) of Section 14) and (y) cannot be or has not been cured, for any loss in all material respects, within 30 days after the giving of written notice to the Company; or damage suffered (iii) if either Honeywell or the Purchaser is entitled to terminate the Offer as a result of the failure occurrence of any event set forth in paragraph (e) under Annex A to the Merger Agreement (which is set forth in clause (e) of Section 14). In accordance with the Merger Agreement, if (x) the Company terminates the Merger Agreement pursuant to clause (c)(ii) of the immediately preceding paragraph, (y) Honeywell terminates the Merger Agreement pursuant to clause (d)(iii) of the immediately preceding paragraph, or (z) either the Company or Honeywell terminates the Merger Agreement pursuant to paragraph (b)(i) above and (u) prior thereto there shall have been publicly announced another Acquisition Proposal or an event set forth in paragraph (h) of Annex A to the Merger Agreement (which is set forth in clause (h) of Section 14) shall have occurred and (v) an Acquisition Proposal shall be consummated on or prior to December 31, 1997, the Company has agreed to pay to Honeywell an amount equal to $20.0 million (the "Termination Fee") plus an amount, not to exceed $3.0 million, equal to Hone▇▇▇▇▇'▇ ▇ctual and reasonably documented out-of-pocket fees and expenses incurred by Honeywell and Purchaser in connection with the Offer, the Merger, the Merger Agreement and the consummation of the Transactions; provided that no Termination Fee will be payable if the Purchaser or 22 25 Honeywell was in material breach of its representations, warranties or obligations under the Merger Agreement at the time of its termination. EMPLOYMENT AGREEMENTS The following is a summary of certain provisions of employment agreements entered into by the Purchaser with Davi▇ ▇. ▇▇▇▇▇▇, ▇▇airman of the Board and Chief Executive Officer of the Company (the "Boss▇▇ ▇▇▇eement"), and John ▇▇▇▇▇▇▇▇▇, ▇▇esident and Chief Operating Officer of the Company (the "Ging▇▇▇▇▇ ▇▇▇eement" and, together with the Boss▇▇ ▇▇▇eement, the "Employment Agreements"), which agreements will become effective at the Effective Time. The summary is qualified in its entirety by reference to the Employment Agreements which are incorporated herein by reference and copies of which have been filed as exhibits to the Schedule 14D-1. The Employment Agreements may be examined and copies may be obtained at the places and in the manner set forth in Section 9 of the Offer to Purchase. Pursuant to the Employment Agreements, Mr. ▇▇▇▇▇▇ ▇▇▇ Mr. ▇▇▇▇▇▇▇▇▇ (▇▇ch, an "Executive" and collectively, the "Executives") will be employed by the Surviving Corporation until December 31, 2000 and December 31, 1998, respectively, unless earlier terminated pursuant to the terms of the Employment Agreements. The respective Employment Agreements provide that as long as such Executive remains an employee of the Surviving Corporation and such Executive's respective Employment Agreement remains in effect, Mr. ▇▇▇▇▇▇'▇ ▇▇▇e salary for 1997 will be $475,000 and his base salary for each of 1998, 1999 and 2000 will be $300,000 and Mr. ▇▇▇▇▇▇▇▇▇ ▇▇▇l be compensated in accordance with the terms of Honeywell's Executive Compensation Program as a Level J executive with an initial annual base salary of $250,000. Mr. ▇▇▇▇▇▇ ▇▇▇l be entitled to $395,000 as additional incentive compensation upon continuation of his employment through the end of 1997 and will receive a cash payment of approximately $3.1 million on or about the Effective Time (representing the amount due under his Measurex Severance Agreement if he were Involuntarily Terminated (as defined therein) within eighteen months of the Effective Time). According to the Ging▇▇▇▇▇ ▇▇▇eement, although Mr. ▇▇▇▇▇▇▇▇▇ ▇▇▇l receive the same 40% of base salary "on-plan" incentive compensation specified for Level J executives, the plan upon which his incentive compensation will be determined during the first calendar year of his employment, even if Mr. ▇▇▇▇▇▇▇▇▇'▇ ▇▇▇loyment with Hone▇▇▇▇▇ ▇▇▇mences after the start of the calendar year, will be based upon the results reflected in the 1997 Measurex operating plan previously delivered to Honeywell and in the pulp and paper segment of the 1997 Honeywell operating plan, with the objectives of operating profit and economic value added weighted 60% and 40%, respectively; if Mr. ▇▇▇▇▇▇▇▇▇'▇ ▇▇▇loyment does commence after the start of the calendar year, his incentive compensation for such first calendar year of employment will be prorated. In addition, objectives and weightings for the subsequent calendar years of Mr. ▇▇▇▇▇▇▇▇▇'▇ ▇▇▇loyment, if his employment continues pursuant to the Ging▇▇▇▇▇ ▇▇▇eement, will be determined by the President of Honeywell Industrial Automation and Control, during the fourth quarter of the year preceding each such subsequent year. If an Executive's Employment Agreement terminates before the end of a calendar year, any incentive compensation due such Executive for that calendar year will be determined on a prorated basis. If Mr. ▇▇▇▇▇▇▇▇▇ ▇▇ continuously employed by the Surviving Corporation through the scheduled issue date for the Honeywell Stock Option program in February 1998, the Ging▇▇▇▇▇ ▇▇▇eement provides for Mr. ▇▇▇▇▇▇▇▇▇ ▇▇ receive 7,500 nonqualified stock options to purchase shares of Honeywell's common stock with a ten-year term (provided that if Mr. ▇▇▇▇▇▇▇▇▇'▇ ▇▇▇loyment with Honeywell is terminated, the exercisability of such options after the date of termination will be subject to the terms of Honeywell's Stock Option Program (the "Option Plan") at an exercise price determined in accordance with the Option Plan. In addition, the Ging▇▇▇▇▇ ▇▇▇eement provides that Mr. ▇▇▇▇▇▇▇▇▇ ▇▇▇l receive (i) 25,000 shares of non-qualified stock options with a ten-year term (with the same post-termination exercisability provisions) at an exercise price equal to the closing price of Honeywell common stock on the NYSE on the Effective Time, vesting on December 31, 1998 (a) with respect to 10,000 shares contingent on the attainment by the Surviving Corporation of 1997 financial performance goals to be determined by the Surviving Corporation and Mr. ▇▇▇▇▇▇▇▇▇ ▇▇▇ (b) with respect to 15,000 shares contingent on the attainment by the Surviving Corporation of 1998 financial performance goals to be determined by the Surviving Corporation and Mr. ▇▇▇▇▇▇▇▇▇, (▇i) the number of shares of performance restricted stock of Honeywell issued pursuant to the 23 26 terms of the Honeywell Performance Stock Program equal to up to the product of 4,333 multiplied by a fraction, the numerator of which is the number of calendar months (including the month during which the Effective Time occurs) from the Effective Time through December 31, 1997 and the denominator of which is 24, (iii) 3,000 shares of restricted Honeywell stock vesting on December 31, 1998, (iv) 5,000 shares of restricted Honeywell stock vesting on December 31, 1999, contingent on the attainment by the Surviving Corporation of 1997 and 1998 financial performance goals to be determined by the Surviving Corporation and Mr. ▇▇▇▇▇▇▇▇▇, (▇) an aggregate cash payment of $100,000 payable in equal installments on or about the first day of each calendar month during 1997 following the Effective Time and (vi) an aggregate cash payment of approximately $2.0 million payable in six equal installments the first of which will be made on the Effective Time and the remaining five of which will be made at the end of each four-month period following the Effective Time if Mr. ▇▇▇▇▇▇▇▇▇ ▇▇▇ remained continually employed by the Surviving Corporation through the end of such period, provided that (a) if he is terminated by the Surviving Corporation other than for Cause (as defined) prior to such date, Mr. ▇▇▇▇▇▇▇▇▇ ▇▇ entitled to the full amount of the unpaid portion of such payment which shall be payable in a lump sum upon termination and (b) if he voluntarily terminates his employment he is entitled to only a pro rata portion of such payment to the date of termination unless he resigns as a result of a material breach of the Ging▇▇▇▇▇ ▇▇▇eement by the Surviving Corporation, in which case he is entitled to the full amount of such payment which shall be payable in a lump sum upon termination. If an Executive's employment is terminated voluntarily by such Executive or due to death, disability or for Cause, the Executive will receive his base salary at the rate then in effect through the date of his termination or death, as the case may be, and will be entitled to receive any incentive compensation payable with respect to the year in which the termination or death occurred on a prorated basis. The Ging▇▇▇▇▇ ▇▇▇eement provides for a severance payment in the event of termination of employment by the Surviving Corporation other than for Cause, disability or death in an amount equal to 12 months' base salary, together with incentive compensation, if any, with respect to the fiscal year of the Surviving Corporation during which such termination occurred on a prorated basis. In exchange for such severance payment, Mr. ▇▇▇▇▇▇▇▇▇ ▇▇▇l execute and deliver to the Surviving Corporation a legally effective release and waiver of all claims, complaints, and causes of action (other than claims or rights to compensation or severance payments), whether known or unknown, which he has or may have against the Surviving Corporation. The Employment Agreements also contain non-competition provisions prohibiting the Executive, for a period which ends either two years after his separation from employment with the Surviving Corporation or three years after the Effective Time, whichever is later, from (A) directly or indirectly entering into the employ of, or rendering or engaging in any services to, any person, firm, corporation or organization which is a competitor of Honeywell or the Surviving Corporation with respect to (i) products which the lines of business of Honeywell or the Surviving Corporation in which such Executive was actively involved during the term of his employment with the Surviving Corporation (the "Relevant Lines of Business") are producing, or services which the Relevant Lines of Business are providing at that time, (ii) products or services which such Executive has reason to know the Relevant Lines of Business has plans to produce or provide within eighteen months of that time or (iii) products which Honeywell or the Surviving Corporation has produced or services which Honeywell or the Surviving Corporation has provided at any time subsequent to the Effective Time (competitors with respect to (i) through (iii) above each being hereinafter referred to as a "Competitor") where such Executive would be performing services for the Competitor within the United States of America, Asia, Europe, or any other country in which the Relevant Lines of Business do business on the date of such Executive's separation from employment with the Surviving Corporation; or (B) directly or indirectly serving as a partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant or advisor for or on behalf of any such Competitor (other than owning 5% or less of any class of outstanding securities of any corporation whose shares are traded on a U.S. national securities exchange or quoted on The Nasdaq Stock Market, even though such corporation may be a Competitor). The Employment Agreements also prohibit each Executive, for a period which ends either two years after his separation from employment with the Surviving Corporation or three years after the Effective Time, whichever is later, from directly or indirectly soliciting to employ any employee of Honeywell or the Surviving Corporation or employing any 24 27 employee of Honeywell or the Surviving Corporation, provided, that the foregoing restriction will not preclude such Executive from employing, either in response to any general solicitation for employment or other similar method, any individual whose total annual compensation, including salary and incentive compensation, is less than $70,000, or where, notwithstanding such Executive's reasonable inquiry, he is unaware of such individual's employment with Honeywell or the Surviving Corporation. 12. PURPOSE OF THE OFFER AND THE MERGER; PLANS FOR THE COMPANY; OTHER MATTERS PURPOSE OF THE OFFER AND THE MERGER The purpose of the Offer, the Merger and the Merger Agreement is for Honeywell to acquire control of, and the entire equity interest in, the Company. Upon consummation of the Merger, the Company will become a subsidiary of Honeywell. The Offer is intended to increase the likelihood that the Merger will be effected. PLANS FOR THE COMPANY Honeywell is conducting a detailed review of the Company and its assets, corporate structure, dividend policy, capitalization, operations, properties, policies, management and personnel and will consider, subject to the terms of the Merger to be consummated or for any breach or failure to perform hereunder, and (ii) following such receipt, no Company Related Party shall have any further liability or obligation with respect to this Agreement (or the termination hereof) or the transactions contemplated hereby; provided, that, payment of the Company Termination Fee shall not release any party from liability for Willful Breach. In no event shall the Company be required to pay the Company Termination Fee more than once. The Company, Parent and Merger Sub each acknowledge that the agreements contained in Section 7.03 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, neither Parent, Merger Sub nor the Company would not enter into this Agreement, and that any amounts payable pursuant to Section 7.03 do not constitute a penalty but constitute payment of liquidated damages and that the liquidated damages amount is reasonable what, if any, changes would be desirable in light of the substantial but indeterminate harm anticipated to be caused by the other party’s breach or default under this Agreement, the difficulty of proof and calculation of loss and damages, the inconvenience and non-feasibility of otherwise obtaining an adequate remedy, the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation circumstances which exist upon completion of the consummation of the Merger and the other transactions contemplated hereby and the value of the transactions to be consummated hereunder.Offer. Such changes could include ch

Termination Fees. (a) If Parent or its designee shall receive full payment of the Company Termination Fee (as reduced for any payment of the Expense Reimbursement) pursuant to Section 7.03, then (i) the receipt of the Company Termination Fee by Parent or its designee shall be the sole and exclusive remedy of Parent, Merger Sub and each of their respective subsidiaries and their respective stockholders and affiliates against the Company, any of the Company’s subsidiaries, any Company Joint Venture and each of their respective former, current and future Representatives, stockholders, general and limited partners, managers, members, affiliates and assignees and each former, current or future Representative, stockholder, general or limited partner, manager, member, affiliate or assignee of any of the foregoing (each, a “Company Related Party”), representatives for any and all liability, loss and damage relating to or damage suffered as a result arising out of the failure of this Agreement, the Merger to be consummated or for any breach or failure to perform hereunderand the other agreements, certificates, instruments and (ii) following such receipt, no Company Related Party shall have any further liability or obligation with respect to this Agreement (or the termination hereof) or the transactions contemplated hereby; provided, that, payment of the Company Termination Fee shall not release any party from liability for Willful Breach. In no event shall the Company be required to pay the Company Termination Fee more than onceonce in any circumstance. The Company, Parent and Merger Sub each acknowledge that the agreements contained in Section 7.03 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, neither none of Parent, Merger Sub nor Sub, or the Company would not enter into this Agreement, and that any amounts payable pursuant to Section 7.03 do not constitute a penalty but constitute payment of liquidated damages and that the liquidated damages amount is reasonable in light of the substantial but indeterminate harm anticipated to be caused by the other party’s breach or default under this Agreement, the difficulty of proof and calculation of loss and damages, the inconvenience and non-feasibility of otherwise obtaining an adequate remedy, the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger and the other transactions contemplated hereby and the value of the transactions to be consummated hereunder. If the Company fails to promptly pay the Company Termination Fee when required to be paid pursuant to Section 7.03 and, in order to obtain payment of the Company Termination Fee, Parent or Merger Sub commences a suit that results in a final non-appealable order against the Company for the payment of the Company Termination Fee to Parent, the Company shall pay Parent its reasonable, documented and out-of-pocket costs and expense (including reasonable, documented and out-of-pocket attorneys’ fees) in connection with such suit, together with interest, commencing from the date that the Company Termination Fee was due and payable, on the amount of the Company Termination Fee at the prime rate published in the Money Rates section of The Wall Street Journal in effect on the date such payment of the Company Termination Fee was required to be made. (b) If the Company or its designee shall receive full payment of the Parent Termination Fee pursuant to Section 7.04, then the receipt of the Parent Termination Fee by Parent or its designee shall be the sole and exclusive remedy of the Company and their respective affiliates and representatives for any and all liability, loss and damage relating to or arising out of this Agreement, the Merger and the other agreements, certificates, instruments and transactions contemplated hereby. In no event shall the Company be required to pay the Company Termination Fee more than once in any circumstance. The Company, Parent and Merger Sub each acknowledge that the agreements contained in Section 7.04 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, none of Parent, Merger Sub, or the Company would enter into this Agreement, and that any amounts payable pursuant to Section 7.04 do not constitute a penalty but constitute payment of liquidated damages and that the liquidated damages amount is reasonable in light of the substantial but indeterminate harm anticipated to be caused by the other party’s breach or default under this Agreement, the difficulty of proof and calculation of loss and damages, the inconvenience and non-feasibility of otherwise obtaining an adequate remedy, the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger and the other transactions contemplated hereby and the value of the transactions to be consummated hereunder. If Parent fails to promptly pay the Parent Termination Fee when required to be paid pursuant to Section 7.04 and, in order to obtain payment of the Parent Termination Fee, the Company commences a suit that results in a final non-appealable order against Parent for the payment of the Parent Termination Fee to the Company, Parent shall pay the Company its reasonable, documented and out-of-pocket costs and expense (including reasonable, documented and out-of-pocket attorneys’ fees) in connection with such suit, together with interest, commencing from the date that the Parent Termination Fee was due and payable, on the amount of the Parent Termination Fee at the prime rate published in the Money Rates section of The Wall Street Journal in effect on the date such payment of the Parent Termination Fee was required to be made.

Termination Fees. If Parent shall receive full payment of (a) The parties hereby acknowledge that, in negotiating and executing this Agreement and in taking the steps necessary or appropriate to effect the transactions contemplated hereby, the Company Termination Fee and FSB have incurred and will incur direct and indirect monetary and other costs (as reduced for any payment including without limitation attorneys' fees and costs and costs of the Expense Reimbursement) pursuant to Section 7.03, then (i) the receipt of management and employee time). To compensate the Company Termination Fee and FSB for such costs, and for foregoing other opportunities, if (A) this Agreement terminates because the Bank does not use all reasonable efforts to consummate the transactions contemplated by Parent shall be this Agreement in accordance with the sole terms of this Agreement (unless a condition set forth in Section 5.3 is not satisfied and exclusive remedy of Parent, Merger Sub and each of their respective subsidiaries and their respective stockholders and affiliates against such nonsatisfaction has not been the Company, any of the Company’s subsidiaries, any Company Joint Venture and each of their respective former, current and future Representatives, stockholders, general and limited partners, managers, members, affiliates and assignees and each former, current or future Representative, stockholder, general or limited partner, manager, member, affiliate or assignee of any of the foregoing (each, a “Company Related Party”), for any loss or damage suffered as a result of the failure of the Merger Bank to be consummated or for any breach or failure use all reasonable efforts to perform hereunderconsummate this Agreement in accordance with the terms of this Agreement; (B) this Agreement is terminated by the Company and FSB pursuant to Section 6.1(c) (i), and (ii) following such receipt, no or (iii); or (C) this Agreement is terminated by the Company Related Party and FSB pursuant to Section 6.1(c)(iv) and PASL or any member of the Board of Directors of the Bank shall have any further liability breached its or obligation with respect his agreement contained in the letter agreement referred to in Section 4.10, then the Bank shall pay to FSB on demand (and in no event more than three days after such demand) in immediately available funds, One Million Dollars ($1,000,000); provided, however, that no such fee shall be payable in the event that this Agreement is terminated by the Company and FSB pursuant to Section 6.1(c)(iv) and PASL and the members of the Board of Directors of the Bank shall have complied with the letter agreement referred to in Section 4.10. (b) The parties hereby acknowledge that, in negotiating and executing this Agreement and in taking the steps necessary or the termination hereof) or appropriate to effect the transactions contemplated hereby; provided, thatthe Bank has incurred and will incur direct and indirect monetary and other costs (including with limitation attorneys' fees and costs and costs of management and employee time). To compensate the Bank for such costs, payment of and for foregoing other opportunities, if this Agreement terminates because either FSB or the Company Termination Fee shall does not release any party from liability for Willful Breach. In no event shall the Company be required use all reasonable efforts to pay the Company Termination Fee more than once. The Company, Parent and Merger Sub each acknowledge that the agreements contained in Section 7.03 are an integral part of consummate the transactions contemplated by this Agreement in accordance with the terms of this Agreement (unless a condition set forth in Section 5.2 is not satisfied and that, without these agreements, neither Parent, Merger Sub nor such nonsatisfaction has not been the result of the failure of FSB or the Company would not enter into to use all reasonable efforts to consummate this Agreement in accordance with the terms of this Agreement, and that any amounts payable pursuant then FSB or the Company shall pay to Section 7.03 do not constitute a penalty but constitute payment of liquidated damages and that the liquidated damages amount is reasonable in light of the substantial but indeterminate harm anticipated to be caused by the other party’s breach or default under this Agreement, the difficulty of proof and calculation of loss and damages, the inconvenience and non-feasibility of otherwise obtaining an adequate remedy, the efforts and resources expended and opportunities foregone while negotiating this Agreement Bank on demand (and in reliance on this Agreement and on the expectation of the consummation of the Merger and the other transactions contemplated hereby and the value of the transactions to be consummated hereunderno event more than three days after such demand) in immediately available funds, One Million Dollars ($1,000,000).

Termination Fees. If Parent shall receive full payment of the Company Termination Fee (as reduced for any payment of the Expense Reimbursement) pursuant to Section 7.037.03(a) or Section 7.03(b), then (i) the receipt of the Company Termination Fee pursuant to Section 7.03(a) or Section 7.03(b) by Parent shall be the sole and exclusive remedy of Parent, Parent and Merger Sub and each for any liability or damage relating to or arising out of their respective subsidiaries and their respective stockholders and affiliates against this Agreement or the CompanyMerger (other than, any in the case of the Company’s subsidiaries, any Company Joint Venture and each of their respective former, current and future Representatives, stockholders, general and limited partners, managers, members, affiliates and assignees and each former, current or future Representative, stockholder, general or limited partner, manager, member, affiliate or assignee of any of the foregoing (each, a “Company Related Party”Section 7.03(b), for any loss or damage suffered as a result of the failure of the Merger pursuant to be consummated or for any breach or failure to perform hereunder, and (ii) following such receipt, no Company Related Party shall have any further liability or obligation with respect to this Agreement (or the termination hereof) or the transactions contemplated herebySection 7.03(c)); provided, that, that payment of the Company Termination Fee shall not release any party from liability for Willful Breach. In no event shall the Company be required to pay the Company Termination Fee more than once. The Company, Parent and Merger Sub each acknowledge that the agreements contained in Section 7.03 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, neither none of Parent, Merger Sub nor or the Company would not enter into this Agreement, and that any amounts payable pursuant to Section 7.03 do not constitute a penalty but constitute payment of liquidated damages and that the liquidated damages amount is reasonable in light of the substantial but indeterminate harm anticipated to be caused by the other party’s breach or default under this Agreement, the difficulty of proof and calculation of loss and damages, the inconvenience and non-feasibility of otherwise obtaining an adequate remedy, the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger and the other transactions contemplated hereby and the value of the transactions to be consummated hereunder. In no event shall the Company be required to pay the Company Termination Fee on more than one occasion. If the Company fails to promptly pay the Company Termination Fee or the Parent Expense Reimbursement, the Company shall pay Parent its costs and expenses (including reasonable attorneys’ fees) in connection with enforcing its right to such Company Termination Fee or the Parent Expense Reimbursement, together with interest on such amounts at the prime rate published in the Money Rates section of The Wall Street Journal in effect on the date such payment was required to be made. If Parent fails to promptly pay the Company Expense Reimbursement, Parent shall pay Company its costs and expenses (including reasonable attorneys’ fees) in connection with enforcing its right to such Company Expense Reimbursement, together with interest on the amount of the Company Expense Reimbursement at the prime rate published in the Money Rates section of The Wall Street Journal in effect on the date such payment was required to be made.

Termination Fees. If Notwithstanding anything to the contrary in this Agreement, (x) if Parent shall receive full payment receives the fees contemplated under Section 8.3(c)(iv) from or on behalf of the Company Termination Fee (as reduced for any payment of the Expense Reimbursement) pursuant to Section 7.03Company, then (i) the receipt of the Company Termination Fee by Parent any such payment shall be the sole and exclusive remedy (except with respect to any remedy under the Non-Disclosure Agreement) of Parent, Merger Sub and each of their respective subsidiaries and their respective stockholders and affiliates the Parent Parties against the Company, any Company Parties and none of the Company’s subsidiaries, any Company Joint Venture and each of their respective former, current and future Representatives, stockholders, general and limited partners, managers, members, affiliates and assignees and each former, current or future Representative, stockholder, general or limited partner, manager, member, affiliate or assignee of any of the foregoing (each, a “Company Related Party”), for any loss or damage suffered as a result of the failure of the Merger to be consummated or for any breach or failure to perform hereunder, and (ii) following such receipt, no Company Related Party Parties shall have any further liability or obligation with respect relating to or arising out of this Agreement Agreement, any agreement entered into in connection herewith (or other than the termination hereofNon-Disclosure Agreement) or the transactions contemplated hereby; providedhereby or thereby, that(y) if the Company receives the Parent Termination Fee from or on behalf of Parent, such payment shall be the sole and exclusive remedy (except with respect to any remedy under the Non-Disclosure Agreement) of the Company Termination Fee Parties against any of the Parent Parties and none of the Parent Parties shall not release have any party from further liability for Willful Breach. In no event shall or obligation relating to or arising out of this Agreement, any agreement entered into in connection herewith (other than the Company be required to pay the Company Termination Fee more than once. The Company, Parent and Merger Sub each acknowledge that the agreements contained in Section 7.03 are an integral part of Non-Disclosure Agreement) or the transactions contemplated by this Agreement and thathereby or thereby, without these agreements, neither Parent, Merger Sub nor or (z) (A) if any Parent Party receives any payments from or on behalf of the Company would not enter into in respect of any breach of this Agreement, and that any amounts payable pursuant thereafter Parent is entitled to receive the fees contemplated under Section 7.03 do not constitute a penalty but constitute payment 8.3(c)(iv) from the Company, then the amount of liquidated damages and that the liquidated damages amount is reasonable in light of the substantial but indeterminate harm anticipated to such fees shall be caused reduced by the other party’s breach or default under aggregate amount of any payments made by the Company to the Parent Parties in respect of any such breaches of this Agreement, or (B) if any Company Party receives any payments from or on behalf of Guarantor, Parent or Merger Sub in respect of any breach of this Agreement, and thereafter the difficulty of proof and calculation of loss and damagesCompany is entitled to receive the Parent Termination Fee from Parent, then the inconvenience and non-feasibility of otherwise obtaining an adequate remedy, the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation amount of the consummation Parent Termination Fee shall be reduced by the aggregate amount of any payments made by Guarantor, Parent or Merger Sub to the Merger and the other transactions contemplated hereby and the value Company Parties in respect of the transactions to be consummated hereunderany such breaches of this Agreement.

Termination Fees. If Parent shall receive full payment of the Company Termination Fee (as reduced for any payment of the Expense Reimbursement) this Agreement is terminated by Sellers pursuant to Section 7.038.01(d) (including as a result of a breach of Purchaser’s obligation to make any payment set forth in and in accordance with Section 2.05(a)), then (i) the receipt of the Company Termination Fee by Parent shall be the as Sellers’ sole and exclusive remedy in lieu of Parentall other Claims and remedies that might otherwise be available to Sellers with respect thereto, Merger Sub Purchaser shall pay to Sellers, by wire transfer of immediately available funds within two (2) Business Days following the date of termination, an amount equal to seven percent (7.0%) of the Base Purchase Price (the “Purchaser Termination Fee”). Upon Sellers’ termination of this Agreement pursuant to Section 8.01(d) and each the payment by Purchaser of their respective subsidiaries the Purchaser Termination Fee in accordance with the terms of this Section 8.03, neither Purchaser nor its Affiliates nor Sellers and their respective stockholders and affiliates against the CompanyAffiliates, any of the Company’s subsidiariesas applicable, any Company Joint Venture and each of their respective former, current and future Representatives, stockholders, general and limited partners, managers, members, affiliates and assignees and each former, current or future Representative, stockholder, general or limited partner, manager, member, affiliate or assignee of any of the foregoing (each, a “Company Related Party”), for any loss or damage suffered as a result of the failure of the Merger to be consummated or for any breach or failure to perform hereunder, and (ii) following such receipt, no Company Related Party shall have any further liability right or obligation with respect Liability arising out of or relating to this Agreement (or the termination hereof) or the transactions contemplated hereby; provided, thatexcept for any obligations of Purchaser or its Affiliates, payment and of Sellers and their respective Affiliates, as applicable, under the Company Termination Fee shall not release any party from liability for Willful Breach. In no event shall the Company be required to pay the Company Termination Fee more than onceConfidentiality Agreements, Section 6.05 (Expenses and Fees), Section 8.04 (Return of Documentation) and Article X (Miscellaneous). The Company, Parent Parties agree that (i) damages suffered by Sellers and Merger Sub each acknowledge that the agreements contained Companies in Section 7.03 are an integral part of the transactions contemplated by event Sellers terminate this Agreement and that, without these agreements, neither Parent, Merger Sub nor the Company would not enter into this Agreement, and that any amounts payable pursuant to Section 7.03 do 8.01(d) are incapable or very difficult to accurately estimate and (ii) the Purchaser Termination Fee is a reasonable forecast of just compensation for such termination. In addition, notwithstanding anything in this Agreement to the contrary, the monetary damages recoverable from Sellers by Purchaser following a termination of this Agreement under Section 8.01(c) shall not constitute a penalty but constitute payment exceed seven percent (7.0%) of liquidated damages and the Base Purchase Price; provided that the liquidated damages amount Parties expressly agree that the agreement set forth in this sentence shall have no effect on Purchaser’s rights to specific performance and shall not be considered in determining whether Purchaser is reasonable in light of the substantial but indeterminate harm anticipated entitled to be caused by the other party’s breach specific performance or default under this Agreement, the difficulty of proof and calculation of loss and damages, the inconvenience and non-feasibility of otherwise obtaining an adequate remedy, the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger and the other transactions contemplated hereby and the value of the transactions to be consummated hereunderwhether a sufficient remedy exists at law.

Termination Fees. (a) If Parent this Agreement is terminated by either party pursuant to Section 11.1(e), Purchaser shall pay to the Seller the Termination Fee in cash, in the case of a termination by Seller, within ten Business Days after such termination. (b) If this Agreement is terminated by either party pursuant to Section 11.1(e), and the Purchaser, at any time during the nine months following the effective date of that termination, enters into any agreement or undertaking that could result in Purchaser, directly or indirectly, experiencing a Change of Control, then, the Purchaser shall pay to the Seller, within ten business days after entering into such agreement or undertaking, the additional amount of $12,500,000. (c) Notwithstanding anything to the contrary in this Agreement, the Seller’s right to receive full payment of the Company Termination Fee (as reduced for any payment of and the Expense Reimbursementadditional $12,500,000 set forth in Section 11.3(b) pursuant to Section 7.03, then (i) the receipt of the Company Termination Fee by Parent in circumstances where such fees are payable shall be the sole and exclusive remedy of Parentthe Seller and the Group Companies against Purchaser and Purchaser Sub for the failure to obtain the Purchaser Stockholder Approval. (d) Notwithstanding anything to the contrary in this Agreement, Merger Sub and each of their respective subsidiaries and their respective stockholders and affiliates against Purchaser shall have no obligation to pay to the Company, any Seller the Termination Fee in the event that that this Agreement is terminated other than pursuant to Section 11.1(e). (e) Each of the Company’s subsidiaries, any Company Joint Venture and each of their respective former, current and future Representatives, stockholders, general and limited partners, managers, members, affiliates and assignees and each former, current or future Representative, stockholder, general or limited partner, manager, member, affiliate or assignee of any of the foregoing (each, a “Company Related Party”), for any loss or damage suffered as a result of the failure of the Merger to be consummated or for any breach or failure to perform hereunder, and (ii) following such receipt, no Company Related Party shall have any further liability or obligation with respect to this Agreement (or the termination hereof) or the transactions contemplated hereby; provided, that, payment of the Company Termination Fee shall not release any party from liability for Willful Breach. In no event shall the Company be required to pay the Company Termination Fee more than once. The Company, Parent and Merger Sub each acknowledge Parties acknowledges that the agreements contained in this Section 7.03 11.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, neither Parent, Merger Sub nor Agreement. If the Company would not enter into this AgreementTermination Fee is due, and that any amounts payable pursuant Purchaser fails to Section 7.03 do not constitute a penalty but constitute payment pay the Termination Fee within five (5) business days of liquidated damages and notice from Seller that the liquidated damages Termination Fee is due, Purchaser and the Purchaser Affiliate who acquires the Canadian Assets shall reimburse the Seller, the Selling Subsidiaries, and the Group Companies for all reasonable costs and expenses actually incurred by them (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 11.3. If the Termination Fee or any other amount is reasonable in light of the substantial but indeterminate harm anticipated to be caused by the other party’s breach or default payable under this AgreementSection 11.3 is not paid when due, any unpaid amount shall bear interest at the difficulty rate of proof and calculation of loss and damages5% per annum, the inconvenience and non-feasibility of otherwise obtaining an adequate remedycompounded monthly, the efforts and resources expended and opportunities foregone while negotiating this Agreement and until paid in reliance on this Agreement and on the expectation of the consummation of the Merger and the other transactions contemplated hereby and the value of the transactions to be consummated hereunderfull.

Termination Fees. If Parent To compensate the parties for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including foregoing the pursuit of other opportunities by such parties, the Company and Sterling agree as follows: (a) Provided that neither Sterling nor Bancorporation shall receive full payment be in material breach of its obligations under this Agreement (which breach has not been cured promptly following receipt of written notice thereof by the Company specifying in reasonable detail the basis of such alleged breach), the Company shall pay to Sterling the sum of $500,000 (the "Company Termination Fee"), plus reasonable out-of-pocket expenses, not in excess of $100,000 (including, without limitation, amounts paid or payable to banks and investment bankers, fees and expenses of counsel and printing expenses) (such expenses are hereinafter referred to as the "Sterling Expenses") incurred by Sterling or any of its Affiliates in connection with or arising out of the transactions contemplated by this Agreement, regardless of when those expenses are incurred, if this Agreement is terminated (i) by the Company under the provisions of Section 10.01(a)(v), (ii) by either Sterling or the Company under the provisions of Section 10.01(a)(vi) due to the failure of the Company's stockholders to approve and adopt this Agreement and the Merger, if at the time of such failure to so approve and adopt this Agreement and the Merger there shall exist an Acquisition Proposal with respect to the Company and, within nine months of the termination of this Agreement, the Company enters into a definitive agreement with any third party with respect to any Acquisition Proposal with respect to the Company or (iii) by Sterling under the provisions of Section 10.01(a)(vii). Sterling shall provide the Company with an itemization of Expenses. (b) Provided that the Company shall not be in material breach of its obligations under this Agreement (which breach has not been cured promptly following receipt of written notice thereof by Sterling specifying in reasonable detail the basis of such alleged breach), (i) Sterling shall pay to the Company the sum of $500,000 plus reasonable out-of-pocket expenses, not in excess of $100,000 (including, without limitation, amounts paid or payable to brokers and finders, fees and expenses of counsel) (such expenses are hereinafter referred to as the "Company Expenses"; the Company Expenses and the Sterling Expenses may be referred to, either separately or collectively, as the "Expenses") incurred by the Company in connection with or arising out of the transactions contemplated by this Agreement, regardless of when those expenses are incurred, if following any Sterling Change of Control, Sterling or its successor terminates this Agreement pursuant to Section 10.01(a)(viii). The $500,000 and $100,000 sums payable by Sterling pursuant to clause (i) are referred to as the "Sterling Termination Fee;" the Sterling Termination Fee and the Company Termination Fee (may be referred to either separately or collectively, as reduced for any payment of the Expense Reimbursement) pursuant to Section 7.03, then (i) the receipt "Termination Fee." The Company will provide Sterling with an Itemization of the Company Termination Fee Expenses. (c) Any payment required by Parent either paragraph (a) or (b) of this Section 8.11 shall be become payable within two Business Days after termination of this Agreement or, in the sole and exclusive remedy case of Parentreimbursement of any Expenses, Merger Sub and each of their respective subsidiaries and their respective stockholders and affiliates against promptly after (but in no event later than three Business Days following) delivery to the Company, any other party of the Company’s subsidiaries, any itemization of Expenses. (d) The Company Joint Venture and each of their respective former, current and future Representatives, stockholders, general and limited partners, managers, members, affiliates and assignees and each former, current or future Representative, stockholder, general or limited partner, manager, member, affiliate or assignee of any of the foregoing (each, a “Company Related Party”), for any loss or damage suffered as a result of the failure of the Merger to be consummated or for any breach or failure to perform hereunder, and (ii) following such receipt, no Company Related Party shall have any further liability or obligation with respect to this Agreement (or the termination hereof) or the transactions contemplated hereby; provided, that, payment of the Company Termination Fee shall not release any party from liability for Willful Breach. In no event shall the Company be required to pay the Company Termination Fee more than once. The Company, Parent and Merger Sub each Sterling acknowledge that the agreements contained in this Section 7.03 8.11 are an integral part of the transactions contemplated by in this Agreement Agreement, and that, without these agreements, neither Parent, Merger Sub nor the Company nor Sterling would not enter into this Agreement; accordingly, if either the Company or Sterling fails to promptly pay the applicable Termination Fee or Expenses when due, the Company and that any amounts payable pursuant Sterling, as appropriate, shall in addition thereto pay to Section 7.03 do not constitute a penalty but constitute payment the other all costs and expenses (including fees and disbursements of liquidated damages and that counsel) incurred in collecting such Termination Fee or Expenses, as the liquidated damages case may be, together with interest on the amount is reasonable in light of the substantial but indeterminate harm anticipated Termination Fee or Expenses (or any unpaid portion thereof) from the date such payment was required to be caused by made until the other party’s breach or default under this Agreement, date such payment is received at the difficulty of proof and calculation of loss and damages, the inconvenience and non-feasibility of otherwise obtaining an adequate remedy, the efforts and resources expended and opportunities foregone while negotiating this Agreement and prime rate as reported in reliance on this Agreement and on the expectation of the consummation of the Merger and the other transactions contemplated hereby and the value of the transactions The Wall Street Journal as in effect from time to be consummated hereundertime during such period.

Termination Fees. If Parent shall receive full payment In the event the Merger Agreement is terminated in accordance with the terms of the Merger Agreement by Parent as a result of a material breach by the Company Termination Fee (as reduced for of any payment of material covenant or agreement contained in the Expense Reimbursement) pursuant to Section 7.03Merger Agreement, then the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a termination fee of $29.4 million (the "Termination Fee"). In the event that (i) the receipt of (a) an Acquisition Proposal shall have been made to the Company Termination Fee by Parent shall be the sole and exclusive remedy of or any person (other than Parent, Merger Sub and each the Purchaser or any of their respective subsidiaries affiliates) shall have publicly announced an intention to make an Acquisition Proposal with respect to the Company and their respective stockholders and affiliates against thereafter the Company, any of Merger Agreement is terminated (x) by the Company’s subsidiaries, any Company Joint Venture and each of their respective former, current and future Representatives, stockholders, general and limited partners, managers, members, affiliates and assignees and each former, current or future Representative, stockholder, general or limited partner, manager, member, affiliate or assignee of any of the foregoing (each, a “Company Related Party”), for any loss or damage suffered as a result of the termination of the Offer by the Purchaser or (y) by Parent due to an occurrence or circumstance which resulted in a failure to satisfy any of the Offer Conditions under circumstances that would have permitted Parent to terminate the Merger Agreement as a result of a material breach by the Company or (b) the Merger Agreement is terminated (x) by the Company or Parent as a result of the Company's Board of Directors withdrawing or adversely modifying its adoption of the Merger Agreement, its recommendation of the Offer or its recommendation that the stockholders of the Company approve the Merger Agreement or (y) by Parent as a result of the Minimum Condition not having been satisfied by the Expiration Date and at or prior to be consummated or for any breach or failure to perform hereunder, such time the public announcement of a Third Party Offer and (ii) following (a) the person making the Third Party Offer (the "Acquiring Party") has acquired, by purchase, merger, consolidation, sale, assignment, lease, transfer or otherwise, in one transaction or any related series of transactions within 12 months after a termination of the Merger Agreement, a majority of the voting power of the outstanding securities of the Company or all or substantially all of the assets of the Company or (b) there has been consummated a merger, consolidation or similar business combination between the Company or one of its subsidiaries and the Acquiring Party within 12 months after the relevant termination of the Merger Agreement, then the Company shall pay Parent the Termination Fee. The preceding description of the terms and provisions of the Merger Agreement is qualified in its entirety by reference to the text of the Merger Agreement, which is an exhibit to the Tender Offer Statement on Schedule 14D-1 filed by the Purchaser and Parent with the Commission and is available for inspection and copying at the principal office of the Commission or may be viewed and printed from the Commission web site at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ in the manner set forth in Section 9. 12. SOURCE AND AMOUNT OF FUNDS. The total amount of funds required by the Purchaser to purchase all of the outstanding Shares pursuant to the Offer and to pay fees and expenses related to the Offer and the Merger is expected to be approximately $763 million. The Offer and Merger are not conditioned on the ability of the Purchaser or Parent to obtain financing. The Purchaser plans to obtain all funds needed for the Offer and the Merger through a capital contribution which will be made by Parent. Parent plans to obtain the funds for such receiptcapital contribution from a combination of cash on hand, no Company Related Party shall have any further liability or obligation with respect funds available to this Parent under its existing Amended and Restated Credit Agreement dated as of December 12, 1995, as amended and restated as of July 31, 1997, among Parent and the various lenders specified therein (the "Credit Agreement") and pursuant to a financing commitment letter (the "Commitment"), dated May 4, 1999, from Bank of America National Trust and Savings Association ("BA"), and NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC ("NM Securities") (collectively, the "Commitment Lenders"). As of March 31, 1999, Parent had approximately $110.3 of cash and cash equivalents available to it without borrowings. The lenders under the Credit Agreement are committed to loan Parent up to $250 million minus (a) the aggregate principal amount of all outstanding committed loans under the Credit Agreement, (b) the aggregate undrawn face amount under all outstanding letters available under the Credit Agreement, plus (c) the amount of all unreimbursed drawings under all outstanding letters of credit available under the Credit Agreement (the "Credit Agreement Facility"). As of March 31, 1999, because no loans were outstanding under the Credit Agreement, and letters of credit in the aggregate undrawn face of amount of approximately $4.9 million were outstanding, Parent had the ability to borrow up to $245.1 million under the Credit Agreement Facility. 23 Pursuant to the Commitment, BA has agreed to provide a $450 million unsecured term loan to use solely for the purpose of capitalizing the Purchaser to enable it to make any payment required to acquire the Shares in accordance with the Merger Agreement, to pay transaction fees and expenses required in connection with the Offer and to invest in cash equivalents until payment for the foregoing purposes is made. NM Securities has agreed to act as lead arranger and book manager for the facility available under the Commitment (the "Commitment Facility"), and if necessary to form a syndicate of financial institutions for the Commitment Facility. THE CREDIT AGREEMENT. The parties to the Credit Agreement include Parent (as borrower), BA as Agent (in such capacity, the "Agent"), BancAmerica Securities, Inc., as Arranger (the "Arranger"), the Bank of New York and First Bank National Association, as Co-Agents (the "Co-Agents"), and various other financial institutions as parties thereto (the "Banks"). The following is a summary of certain portions of the Credit Agreement, which is qualified in its entirety by reference to the text of the Credit Agreement, which is an exhibit to the Tender Offer Statement on Schedule 14D-1 filed by the Purchaser and Parent with the Commission and is available for inspection and copying at the principal office of the Commission or may be viewed and printed from the termination hereofCommission's web site at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ in the manner set forth in Section 9. The Credit Agreement provides that the borrowings thereunder are subject to certain conditions precedent, including, among other things: (i) there not having been a material adverse change in the business or financial condition of Parent and its subsidiaries taken as a whole, since December 31, 1996; (ii) the transactions contemplated herebyrepresentations and warranties made by Parent in the Credit Agreement being true and correct on and as of the date any loan thereunder is made as if made on such date (unless expressly referring to an earlier date, in which case they shall be true and correct as of such earlier date); providedand (iii) there not being a Default or Event of Default (as each term is defined in the Credit Agreement) in existence or which shall exist from making any loan under the Credit Agreement. The Credit Agreement provides for customary representations and warranties, thatincluding representations and warranties as to: (i) the due incorporation and organization of Parent and its subsidiaries and their power to own assets and carry on their businesses as they are currently being conducted; (ii) Parent's power to enter into and perform its obligations under the Credit Agreement; (iii) the enforceability of the Credit Agreement; (iv) the absence of conflicts related to the execution of and performance by Parent of the Credit Agreement; (v) the absence of defaults under the Credit Agreement or other material agreements to which Parent is a party; (vi) any required regulatory approvals and third party consents; (vii) the audited consolidated financial statements of Parent; (viii) pending litigation; (ix) obligations under ERISA; (x) compliance with certain laws of the United States, including those relating to tax and environmental matters; (xi) the title of Parent and its subsidiaries to their assets; (xii) whether Parent or any of its affiliates engage in any highly regulated business activities; (xiii) insurance; (xiv) whether Parent or any of its subsidiaries are subject to any burdensome contractual or organizational activities; (xv) labor matters; and (xvi) intellectual property matters. The Credit Agreement imposes various covenants on Parent, including covenants as to: (i) reporting of financial information and other notices and events; (ii) preserving the corporate existence of Parent and its subsidiaries; (iii) maintaining the properties of Parent and its subsidiaries; (iv) insurance; (v) payment of the Company Termination Fee shall not release any party from liability for Willful Breach. In no event shall obligations of Parent and its subsidiaries; (vi) compliance with various laws including those relating to environmental matters; (vii) inspection rights of the Company be required Banks; (viii) liens on assets of Parent or its subsidiaries; (ix) mergers, consolidations, dispositions and investments; (x) indebtedness, contingent and lease obligations; and (xi) financial covenants relating to pay the Company Termination Fee more than oncecash flow and leverage of Parent. The CompanyCredit Agreement provides for various usual and customary events of default. The interest rate applicable to borrowings under the Credit Agreement Facility is determined at Parent's option, Parent and Merger Sub each acknowledge that at the agreements contained rate in Section 7.03 are an integral part of the transactions contemplated by this Agreement and thatoffshore interbank market for U.S. dollars for specified maturities, without these agreements, neither Parent, Merger Sub nor the Company would not enter into this Agreement, and that any amounts payable pursuant to Section 7.03 do not constitute plus a penalty but constitute payment of liquidated damages and that the liquidated damages amount is reasonable in light of the substantial but indeterminate harm anticipated to be caused by the other party’s breach or default under this Agreement, the difficulty of proof and calculation of loss and damages, the inconvenience and non-feasibility of otherwise obtaining an adequate remedy, the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger and the other transactions contemplated hereby and the value of the transactions to be consummated hereunder.24

Termination Fees. If Parent shall receive full payment of (a) In the Company Termination Fee (as reduced for any payment of the Expense Reimbursement) event that this Agreement is terminated pursuant to Section 7.0312.1 (other than if circumstances giving rise to a termination right pursuant to Section 12.1(c) or Section 12.1(e) are in existence where, then (i) in each case, the receipt primary reason for the effectiveness of such termination right was the Company Termination Fee by Parent shall be the sole and exclusive remedy of Parent, Merger Sub and each of their respective subsidiaries and their respective stockholders and affiliates against the Company, any of the Company’s subsidiaries, any Company Joint Venture and each of their respective former, current and future Representatives, stockholders, general and limited partners, managers, members, affiliates and assignees and each former, current or future Representative, stockholder, general or limited partner, manager, member, affiliate or assignee of any of the foregoing (each, a “Company Related Party”), for any loss or damage suffered as a result of the failure of the Merger to be consummated or for any breach or failure to perform hereunderby SBT or the SBT Sellers of any of their respective representations, warranties, covenants or agreements and the failure to cure them (if capable of being cured) within thirty (30) days after receiving written notice of such breach or failure to perform), then within two (2) Business Days of such termination, DK shall pay to SBT the SBT Termination Fee by wire transfer in immediately available funds to an account specified in writing by SBT. (b) DK and SBT hereby expressly acknowledge and agree that: (i) the SBT Termination Fee is payable in accordance with the terms of this Section 12.2 and regardless of any fault or breach by DK or any other Person; (ii) following such receiptupon any valid termination of this Agreement where the SBT Termination Fee becomes due and payable, no Company Related Party the payment of the SBT Termination Fee pursuant to Section 12.2(a) shall have be in full and complete satisfaction of any further liability and all monetary damages of SBT and its Affiliates, and their respective directors, officers and other Representatives that may be claimed by SBT and its Affiliates against DK, its Subsidiaries and any of its or obligation with respect their respective directors, officers and other Representatives, arising out of or related to this Agreement (or the Transactions, including as a result of any breach of this Agreement by DK, the termination hereofof this Agreement by DK, the failure to consummate the Transactions by DK, and any claims or actions under applicable Law arising out of such breach, termination or failure; (iii) or the transactions contemplated hereby; provided, that, payment of the Company Termination Fee shall not release any party from liability for Willful Breach. In in no event shall SBT or its Affiliates, or any of their respective directors, officers or other Representatives, be entitled to seek or obtain any recovery or judgment in excess of the Company be required to pay the Company SBT Termination Fee more than once. The Companyagainst DK, Parent its Subsidiaries and Merger Sub each acknowledge that any of its or their respective directors, officers and other Representatives; (iv) the agreements contained in Section 7.03 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, neither Parent, Merger Sub nor the Company would not enter into this Agreement, and that any amounts payable payment required pursuant to this Section 7.03 do 12.2 is not constitute a penalty penalty, but constitute payment of constitutes liquidated damages and in a reasonable amount that will compensate SBT in the liquidated damages amount circumstances in which such payment is reasonable in light of the substantial but indeterminate harm anticipated to be caused by the other party’s breach or default under this Agreement, the difficulty of proof and calculation of loss and damages, the inconvenience and non-feasibility of otherwise obtaining an adequate remedy, payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger Transactions, which amount would otherwise be impossible to calculate with precision and (v) the other transactions contemplated hereby and amount of the SBT Termination Fee is fair, after taking into account the value of the transactions Transactions and all the costs and expenses already incurred by the parties before entering into this Agreement; provided, that, notwithstanding anything to the contrary in this Section 12.2(b), payment by DK of the SBT Termination Fee pursuant to Section 12.2(a) shall not relieve DK from any liability or damage resulting from fraud or any willful and material breach of this Agreement (in which case damages may be consummated hereunderclaimed by SBT against DK beyond the SBT Termination Fee); provided, however, that such SBT Termination Fee shall be credited towards any future award of damages awarded to SBT pursuant to any claim against DK based on fraud or any willful and material breach of this Agreement.

Termination Fees. (i) If Parent shall receive full payment of the Company Termination Fee (as reduced for any payment of the Expense Reimbursement) this Agreement is terminated pursuant to Section 7.03, then (i) the receipt 12.1 and such termination arises out of the Company Termination Fee by Parent shall be the sole and exclusive remedy of Parent, Merger Sub and each of their respective subsidiaries and their respective stockholders and affiliates against the Company, any of the Company’s subsidiaries, any Company Joint Venture and each of their respective former, current and future Representatives, stockholders, general and limited partners, managers, members, affiliates and assignees and each former, current or future Representative, stockholder, general or limited partner, manager, member, affiliate or assignee a material breach of any of the foregoing (eachrepresentations, a “Company Related Party”)warranties, for any loss covenants or damage suffered as a result of the failure of the Merger to be consummated or for any breach or failure to perform hereunder, and (ii) following such receipt, no Company Related Party shall have any further liability or obligation with respect to this Agreement (or the termination hereof) or the transactions contemplated hereby; provided, that, payment agreements of the Company Termination Fee shall not release or any party from liability for Willful Breach. In no event shall the Company be required to pay the Company Termination Fee more than once. The Company, Parent and Merger Sub each acknowledge that the agreements Seller contained in Section 7.03 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, neither Parent, Merger Sub nor the Company would not enter into this Agreement, and that any amounts payable pursuant to Section 7.03 do not constitute a penalty but constitute payment of liquidated damages and that the liquidated damages amount is reasonable in light of the substantial but indeterminate harm anticipated to be caused by the other party’s breach or default under this Agreement, the difficulty Sellers shall be jointly and severally obligated to (a) pay to Daleen and Buyer their respective Transaction Expenses; and (b) if within ten months of proof the date of such termination the Company and/or the Sellers consummate or enter into any agreement, understanding or arrangement with any Person or Persons relating to (1) the sale, transfer or other disposition of all or substantially all the assets of the Company, (2) the sale of 50% or more of the outstanding shares of capital stock of the Company, (3) the issuance of shares of capital stock of the Company representing on a pro forma basis 50% or more of the outstanding shares of capital stock of the Company, (4) a merger, consolidation or other business combination with respect to the Company, or (5) any other comparable transaction or series of transactions effecting a change of control of the Company or its business, then (x) the Company and calculation the Sellers shall provide written notice of loss the entry into such agreement, arrangement or understanding not later than one business day thereafter, such notice to describe the transaction in reasonable detail, (y) the Company and damagesthe Sellers shall provide written notice of the consummation such transaction not later than the third business day preceding such consummation, the inconvenience and non-feasibility of otherwise obtaining an adequate remedy, the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and (z) on the expectation date of the consummation of such transaction the Merger Company and the other transactions contemplated hereby Sellers shall pay to Buyer $200,000 by wire transfer of immediately available funds. (ii) If this Agreement is terminated pursuant to Section 12.1 and such termination arises out of a material breach of a material breach of any of the representations, warranties, covenants or agreements of Buyer contained in this Agreement, Buyer shall be obligated to pay to the Company and the value Sellers their Transaction Expenses. (iii) It is understood and agreed that the respective rights of the transactions parties under this Section 12.2 are in addition to, and not in lieu of, any right or remedy (whether at law or in equity) that any party to this Agreement may have (whether under this Agreement or otherwise) in respect of any breach of any of the representations, warranties, covenants or agreements set forth in this Agreement. (iv) Any payment of Transaction Expenses required by this Section 12 shall be consummated hereunder.made within five (5) business days of receipt of invoices from the respective parties in respect thereof

Termination Fees. If Parent shall receive full payment of (a) In the Company Termination Fee (as reduced for any payment of event that the Expense Reimbursement) Buyer or Rome terminates this Agreement pursuant to Sections 9.1(b) (End Date) or Section 7.039.1(c) (Legal Restraints) (with respect to Section 9.1(c) (Legal Restraints), then solely to the extent the applicable Legal Restraint arises under any Antitrust Law) and, at the time of such termination, (i) the receipt conditions set forth in at least one of the Company Termination Fee by Parent shall be the sole and exclusive remedy of Parent, Merger Sub and each of their respective subsidiaries and their respective stockholders and affiliates against the Company, any of the Company’s subsidiaries, any Company Joint Venture and each of their respective former, current and future Representatives, stockholders, general and limited partners, managers, members, affiliates and assignees and each former, current Section 8.1(a) (Antitrust Approvals) or future Representative, stockholder, general or limited partner, manager, member, affiliate or assignee of any of the foregoing Section 8.1(b) (each, a “Company Related Party”Legal Restraints) (with respect to Section 8.1(b) (Legal Restraints), for any loss or damage suffered solely to the extent the failure of such condition to be satisfied arises as a result of a Legal Restraint under any Antitrust Law) shall not have been satisfied or validly waived and the failure of the Merger any such condition to be consummated or for satisfied shall not have been the result of any breach of, or failure to perform hereunderperforms its obligations under, this Agreement by any Seller or the Company and (ii) following all of the other conditions set forth in Article VIII have been satisfied or validly waived (except for those conditions that by their terms must be satisfied at the Closing, provided that such receiptconditions would have been so satisfied if the Closing would have occurred on the date of termination), no Company Related Party shall have any further liability or obligation with respect to this Agreement (or then the termination hereof) or Buyer shall, upon the transactions contemplated hereby; provided, that, payment written request of the Company (such request to be delivered to the Buyer no later than thirty (30) days following the date of termination of this Agreement) (a “Termination Fee Request”), pay to the Sellers (in accordance with their respective Pro Rata Portions) an aggregate fee equal to $[ * * * ] (the “Termination Fee”), by wire transfer on the second Business Day following delivery of such request. In the event the Company does not deliver a Termination Fee Request in accordance with the preceding sentence (a “Termination Fee Forfeiture”), (A) each Seller shall not release any party from liability for Willful Breachbe deemed to have irrevocably waived its right to receive its Pro Rata Portion of the Termination Fee and (B) the Company and the Sellers shall be entitled to pursue all other available remedies (subject to Section 9.2). In no event shall the Company Buyer be required to pay the Company Termination Fee on more than once. The Company, Parent and Merger Sub each acknowledge that the agreements contained in Section 7.03 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, neither Parent, Merger Sub nor the Company would not enter into this Agreement, and that any amounts payable pursuant to Section 7.03 do not constitute a penalty but constitute payment of liquidated damages and that the liquidated damages amount is reasonable in light of the substantial but indeterminate harm anticipated to be caused by the other party’s breach or default under this Agreement, the difficulty of proof and calculation of loss and damages, the inconvenience and non-feasibility of otherwise obtaining an adequate remedy, the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger and the other transactions contemplated hereby and the value of the transactions to be consummated hereunderone occasion.

Termination Fees. If Parent shall receive full payment (a) Notwithstanding any other provision of the Company Termination Fee (as reduced for any payment of the Expense Reimbursement) pursuant to Section 7.03, then (i) the receipt of the Company Termination Fee by Parent shall be the sole and exclusive remedy of Parent, Merger Sub and each of their respective subsidiaries and their respective stockholders and affiliates against the Company, any of the Company’s subsidiaries, any Company Joint Venture and each of their respective former, current and future Representatives, stockholders, general and limited partners, managers, members, affiliates and assignees and each former, current or future Representative, stockholder, general or limited partner, manager, member, affiliate or assignee of any of the foregoing (each, a “Company Related Party”), for any loss or damage suffered as a result of the failure of the Merger to be consummated or for any breach or failure to perform hereunder, and (ii) following such receipt, no Company Related Party shall have any further liability or obligation with respect to this Agreement (or the termination hereof) or the transactions contemplated hereby; provided, that, payment of the Company Termination Fee shall not release any party from liability for Willful Breach. In no event shall the Company be required to pay the Company Termination Fee more than once. The Company, Parent and Merger Sub each acknowledge that the agreements contained in Section 7.03 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, neither Parent, Merger Sub nor the Company would not enter into this Agreement, and that any amounts payable if this Agreement is terminated pursuant to Section 7.03 do either of Sections 11.1(e) or 11.l(f), then the Company shall immediately pay to II-VI a break-up fee of Two Million Dollars ($2,000,000) (the "TERMINATION FEE"). The parties hereto agree that the Termination Fee is not constitute a penalty penalty, but constitute payment of rather is liquidated damages and in a reasonable amount that will compensate MergerSub for the liquidated damages amount is reasonable in light of the substantial but indeterminate harm anticipated to be caused by the other party’s breach or default under this Agreementcosts incurred, the difficulty of proof and calculation of loss and damages, the inconvenience and non-feasibility of otherwise obtaining an adequate remedy, the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger and the other transactions contemplated hereby hereby, which amount would otherwise be impossible to calculate with precision. (b) If (i) the Company shall have actually paid to Union Miniere USA Inc. the termination fee contemplated by the UM Merger Agreement, and (ii) and this Agreement is terminated for any reason other than as set forth in the value proviso to this subsection (b), then II-VI shall pay Laser Power a termination fee of Two Million Five Hundred Thousand Dollars ($2,500,000) in cash promptly after the date of such termination, PROVIDED, that II-VI shall not be obligated to pay such termination fee if (A) prior to the consummation of the transactions Offer, a third party shall have publicly announced a Third-Party Acquisition proposal, subsequent to which the Minimum Condition under the Offer shall be consummated hereundernot have been satisfied; (B) the Agreement shall have been terminated pursuant to Section 11.1(e); (C) the Agreement shall have been terminated pursuant to Section 11.1(d) as a result of an action, suit or proceeding brought by any person other than a Governmental Entity; or (D) the Agreement shall have been terminated by II-VI or MergerSub pursuant to Section 11.1(c) hereof. The termination fee provided for in this subsection (b) constitutes liquidated damages. Upon payment of the termination fee provided by this section, the Company shall have no other rights or claims against II-VI or MergerSub and neither II-VI nor MergerSub shall have any other or further obligations under this Agreement.

Termination Fees. (a) If Parent shall receive full payment of the Company Termination Fee this Agreement is terminated by (as reduced for any payment of the Expense Reimbursementi) Columbia or Roselle pursuant to Section 7.03, then (i7.1(e) the receipt of the Company Termination Fee by Parent shall be the sole and exclusive remedy of Parent, Merger Sub and each of their respective subsidiaries and their respective stockholders and affiliates against the Company, any of the Company’s subsidiaries, any Company Joint Venture and each of their respective former, current and future Representatives, stockholders, general and limited partners, managers, members, affiliates and assignees and each former, current or future Representative, stockholder, general or limited partner, manager, member, affiliate or assignee of any of the foregoing (each, a “Company Related Party”), for any loss or damage suffered hereof as a result of the failure of the Merger to be consummated other party’s willful or for any breach intentional breach, or willful or intentional failure to perform hereunderperform, and in any material respect, its covenants contained in the Agreement, or (ii) following Roselle pursuant to Section 7.1(g) hereof, then the breaching party shall pay to the non-breaching party on the date of such receipttermination, no Company Related Party shall have any further liability or obligation by wire transfer of immediately available funds, an amount equal to the out-of-pocket expenses incurred by the non-breaching party in connection with respect to this Agreement (or the termination hereof) or the transactions contemplated hereby; provided, that, payment of the Company Termination Fee shall not release any party from liability for Willful Breach. In no event shall the Company be required to pay the Company Termination Fee more than once. The Company, Parent and Merger Sub each acknowledge that the agreements contained in Section 7.03 are an integral part of the transactions contemplated by this Agreement (as itemized by the non-breaching party), up to $1,500,000, as agreed upon liquidated damages. (b) If after the date of this Agreement and that, without these agreements, neither Parent, Merger Sub nor prior to the Company would termination of this Agreement a bona fide Acquisition Proposal shall have been made known to senior management of Roselle or has been made directly to its depositors generally or any person shall have publicly announced (and not enter into withdrawn) an Acquisition Proposal with respect to Roselle and (i) thereafter this Agreement, and that any amounts payable Agreement is terminated by either Roselle or Columbia pursuant to Section 7.03 do not constitute a penalty but constitute payment 7.1(d) and, if required, Roselle shall have failed to obtain the approval of liquidated damages and that the liquidated damages amount is reasonable in light of the substantial but indeterminate harm anticipated to be caused by the other party’s breach or default under this Agreement, the difficulty of proof and calculation of loss and damages, the inconvenience and non-feasibility of otherwise obtaining an adequate remedy, the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance by Roselle Bank’s depositors at the Roselle Depositors Meeting or any adjournment or postponement thereof at which a vote on the approval of this Agreement was taken or (ii) thereafter this Agreement is terminated by Columbia pursuant to Section 7.1(f), and on (iii) prior to the expectation date that is twelve (12) months after the date of such termination, Roselle enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the consummation same Acquisition Proposal as that referred to above), then Roselle shall pay Columbia a termination fee of the Merger and the other transactions contemplated hereby and the value of the transactions to be consummated hereunder$1,500,000 as agreed upon liquidated damages.

Termination Fees. If Parent shall receive full payment The Merger Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time, whether before or after approval of the Company Termination Fee (as reduced for any payment shareholders of the Expense Reimbursement) pursuant to Section 7.03Company, then (i) the receipt by mutual consent of the Company Termination Fee by Parent shall be the sole and exclusive remedy Board of Parent, Merger Sub and each of their respective subsidiaries and their respective stockholders and affiliates against the Company, any Directors of the Company’s subsidiariesParent or the Purchaser and the Company Board, any Company Joint Venture and each (ii) by either the Board of their respective former, current and future Representatives, stockholders, general and limited partners, managers, members, affiliates and assignees and each former, current or future Representative, stockholder, general or limited partner, manager, member, affiliate or assignee of any Directors of the foregoing Parent or the Purchaser and the Company Board (eacha) if the Offer shall have expired without any Shares being purchased therein on or prior to July 1, a “Company Related Party”)1998, for provided that such right to terminate shall not be available to any loss party whose failure to fulfill any obligation under the Merger Agreement was the cause of, or damage suffered as a result of resulted in, the failure of the Merger Parent or the Purchaser to be consummated purchase the Shares on or for before such date; or (b) if any breach or failure to perform hereunder, and Governmental Entity (iias defined therein) following such receipt, no Company Related Party shall have issued an order, decree or ruling or taken any further liability other action (which order, decree, ruling or obligation with respect other action the parties shall use their reasonable efforts to this Agreement (lift), in each case permanently restraining, enjoining or the termination hereof) or the transactions contemplated hereby; provided, that, payment of the Company Termination Fee shall not release any party from liability for Willful Breach. In no event shall the Company be required to pay the Company Termination Fee more than once. The Company, Parent and Merger Sub each acknowledge that the agreements contained in Section 7.03 are an integral part of otherwise prohibiting the transactions contemplated by this the Merger Agreement and thatsuch order, without these agreementsdecree, neither Parentruling or other action shall have become final and non-appealable, Merger Sub nor (iii) by the Company would not enter into this Board (a) if, prior to the purchase of Shares pursuant to the Offer, the Company Board shall have (x) withdrawn (or modified or changed in a manner adverse to the Parent or the Purchaser) its approval or recommendation of the Offer, the Merger Agreement or the Merger in order to permit the Company to execute a definitive agreement providing for the acquisition of the Company by merger, consolidation or otherwise on terms determined by the Company Board to be superior to the stockholders of the Company than the acquisition of the Company contemplated by the Merger Agreement, and (y) determined, only after receipt of advice from independent legal counsel to the Company, that the failure to take such action as set forth in the preceding clause (x) would cause the Company Board to violate its fiduciary duties to the Company's stockholders under applicable law; PROVIDED, HOWEVER, that prior to any amounts payable such termination the Company shall have given the Parent at least two business days notice of the effectiveness of such termination, and simultaneously with the effectiveness of such termination, pay to the Parent the $8 million termination fee referred to below; or (b) if, prior to the purchase of Shares pursuant to Section 7.03 do not constitute a penalty but constitute payment the Offer, the Parent or the Purchaser breaches or fails in any material respect to perform or comply with any of liquidated damages its material covenants and agreements contained in the Merger Agreement or breaches its representations and warranties in any material respect; (c) if the Parent or the Purchaser shall have terminated the Offer, or the Offer shall have expired, without the Parent or the Purchaser, as the case may be, purchasing any Shares pursuant thereto; provided, that the liquidated damages amount Company may not terminate the Merger Agreement pursuant to this clause if the Company is reasonable in light of the substantial but indeterminate harm anticipated to be caused by the other party’s material breach or default under this Agreement, the difficulty of proof and calculation of loss and damages, the inconvenience and non-feasibility of otherwise obtaining an adequate remedy, the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger Agreement; or (iv) by the Board of Directors of the Parent or the Purchaser if prior to the purchase of Shares pursuant to the Offer, the Company Board shall have withdrawn or modified or changed in a manner adverse to the Parent or the Purchaser its approval or recommendation of the Offer, the Merger Agreement or the Merger, or shall have recommended an Acquisition Proposal or offer, or shall have executed an agreement in principle (or similar agreement) or definitive agreement providing for a tender offer or exchange offer for any shares of capital stock of the Company, or a merger, consolidation or other business combination with a person or entity other than the Parent, the Purchaser or their affiliates (or the Company Board resolves to do any of the foregoing). In accordance with the Merger Agreement, if the Company Board terminates this Agreement pursuant to clause (iii)(a) of the immediately preceding paragraph or the Parent terminates this Agreement pursuant to clause (iv) of the immediately preceding paragraph (provided that at the time of such termination by the Parent, the Parent and the other transactions contemplated hereby and Purchaser were not in material breach the value Merger Agreement), the Company is obligated to concurrently pay to the Parent a termination fee of the transactions to be consummated hereunder$8 million.

Termination Fees. If Parent shall receive full payment of the Company Termination Fee (as reduced for any payment of the Expense Reimbursement) pursuant to Section 7.037.03(a) or Section 7.03(b), then (i) the receipt of the Company Termination Fee pursuant to Section 7.03(a) or Section 7.03(b) by Parent shall be the sole and exclusive remedy of Parent, Parent and Merger Sub and each for any liability or damage relating to or arising out of their respective subsidiaries and their respective stockholders and affiliates against this Agreement or the CompanyMerger (other than, any in the case of the Company’s subsidiaries, any Company Joint Venture and each of their respective former, current and future Representatives, stockholders, general and limited partners, managers, members, affiliates and assignees and each former, current or future Representative, stockholder, general or limited partner, manager, member, affiliate or assignee of any of the foregoing (each, a “Company Related Party”Section 7.03(b), for any loss or damage suffered as a result of the failure of the Merger pursuant to be consummated or for any breach or failure to perform hereunder, and (ii) following such receipt, no Company Related Party shall have any further liability or obligation with respect to this Agreement (or the termination hereof) or the transactions contemplated herebySection 7.03(c)); provided, that, that payment of the Company Termination Fee shall not release any party from liability for Willful Breach. In no event shall the Company be required to pay the Company Termination Fee more than once. The Company, Parent and Merger Sub each acknowledge that the agreements contained in Section 7.03 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, neither none of Parent, Merger Sub nor or the Company would not enter into this Agreement, and that any amounts payable pursuant to Section 7.03 do not constitute a penalty but constitute payment of liquidated damages and that the liquidated damages amount is reasonable in light of the substantial but indeterminate harm anticipated to be caused by the other party’s 's breach or default under this Agreement, the difficulty of proof and calculation of loss and damages, the inconvenience and non-feasibility of otherwise obtaining an adequate remedy, the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger and the other transactions contemplated hereby and the value of the transactions to be consummated hereunder. In no event shall the Company be required to pay the Company Termination Fee on more than one occasion. If the Company fails to promptly pay the Company Termination Fee or the Parent Expense Reimbursement, the Company shall pay Parent its costs and expenses (including reasonable attorneys' fees) in connection with enforcing its right to such Company Termination Fee or the Parent Expense Reimbursement, together with interest on such amounts at the prime rate published in the Money Rates section of The Wall Street Journal in effect on the date such payment was required to be made. If Parent fails to promptly pay the Company Expense Reimbursement, Parent shall pay Company its costs and expenses (including reasonable attorneys' fees) in connection with enforcing its right to such Company Expense Reimbursement, together with interest on the amount of the Company Expense Reimbursement at the prime rate published in the Money Rates section of The Wall Street Journal in effect on the date such payment was required to be made.

Termination Fees. If Parent To compensate the parties for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including foregoing the pursuit of other opportunities by such parties, the Company and Sterling agree as follows: (a) Provided that neither Sterling nor Bancorporation shall receive full payment be in material breach of its obligations under this Agreement (which breach has not been cured promptly following receipt of written notice thereof by the Company specifying in reasonable detail the basis of such alleged breach), the Company shall pay to Sterling the sum of $2,500,000 (the "Company Termination Fee"), plus reasonable out-of-pocket expenses, not in excess of $500,000 (including, without limitation, amounts paid or payable to banks and investment bankers, fees and expenses of counsel and printing expenses) (such expenses are hereinafter referred to as the "Sterling Expenses") incurred by Sterling or any of its Affiliates in connection with or arising out of the Company Termination Fee (as reduced for any payment transactions contemplated by this Agreement, regardless of the Expense Reimbursement) pursuant to Section 7.03when those expenses are incurred, then if this Agreement is terminated (i) the receipt of by the Company Termination Fee by Parent shall be under the sole and exclusive remedy provisions of Parent, Merger Sub and each of their respective subsidiaries and their respective stockholders and affiliates against the Company, any of the Company’s subsidiaries, any Company Joint Venture and each of their respective former, current and future Representatives, stockholders, general and limited partners, managers, members, affiliates and assignees and each former, current or future Representative, stockholder, general or limited partner, manager, member, affiliate or assignee of any of the foregoing (each, a “Company Related Party”Section 10.01(a)(v), for any loss (ii) by either Sterling or damage suffered as a result the Company under the provisions of Section 10.01(a)(vi) due to the failure of the Merger Company's stockholders to be consummated or for any breach or approve and adopt this Agreement and the Merger, if at the time of such failure to perform hereunderso approve and adopt this Agreement and the Merger there shall exist an Acquisition Proposal with respect to the Company and, within nine months of the termination of this Agreement, the Company enters into a definitive agreement with any third party with respect to any Acquisition Proposal with respect to the Company or (iii) by Sterling under the provisions of Section 10.01(a)(vii). Sterling shall provide the Company with an itemization of Expenses. (b) Provided that the Company shall not be in material breach of its obligations under this Agreement (which breach has not been cured promptly following receipt of written notice thereof by Sterling specifying in reasonable detail the basis of such alleged breach), (i) Sterling shall pay to the Company the sum of $2,500,000 plus reasonable out-of-pocket expenses, not in excess of $250,000 (including, without limitation, amounts paid or payable to brokers and finders, fees and expenses of counsel) (such expenses are hereinafter referred to as the "Company Expenses"; the Company Expenses and the Sterling Expenses may be referred to, either separately or collectively, as the "Expenses") incurred by the Company in connection with or arising out of the transactions contemplated by this Agreement, regardless of when those expenses are incurred, if following any Sterling Change of Control, Sterling or its successor terminates this Agreement pursuant to Section 10.01(a)(ix), and (ii) following such receipt, no Sterling shall pay to the Company Related Party shall have any further liability or obligation with respect to the sum of $500,000 plus Company Expenses if Sterling terminates this Agreement under the provisions of Section 10.01(a)(viii). The $2,500,000 and $500,000 sums payable by Sterling pursuant to clauses (or i) and (ii) above, respectively, are referred to as the termination hereof) or "Sterling Termination Fee;" the transactions contemplated hereby; provided, that, payment of Sterling Termination Fee and the Company Termination Fee may be referred to either separately or collectively, as the "Termination Fee." The Company will provide Sterling with an Itemization of the Company Expenses. (c) Any payment required by either paragraph (a) or (b) of this Section 8.11 shall not release become payable within two Business Days after termination of this Agreement or, in the case of reimbursement of any party from liability for Willful Breach. In Expenses, promptly after (but in no event shall later than three Business Days following) delivery to the other party of the itemization of Expenses. (d) The Company be required to pay the Company Termination Fee more than once. The Company, Parent and Merger Sub each Sterling acknowledge that the agreements contained in this Section 7.03 8.11 are an integral part of the transactions contemplated by in this Agreement Agreement, and that, without these agreements, neither Parent, Merger Sub nor the Company nor Sterling would not enter into this Agreement; accordingly, if either the Company or Sterling fails to promptly pay the applicable Termination Fee or Expenses when due, the Company and that any amounts payable pursuant Sterling, as appropriate, shall in addition thereto pay to Section 7.03 do not constitute a penalty but constitute payment the other all costs and expenses (including fees and disbursements of liquidated damages and that counsel) incurred in collecting such Termination Fee or Expenses, as the liquidated damages case may be, together with interest on the amount is reasonable in light of the substantial but indeterminate harm anticipated Termination Fee or Expenses (or any unpaid portion thereof) from the date such payment was required to be caused by made until the other party’s breach or default under this Agreement, date such payment is received at the difficulty of proof and calculation of loss and damages, the inconvenience and non-feasibility of otherwise obtaining an adequate remedy, the efforts and resources expended and opportunities foregone while negotiating this Agreement and prime rate as reported in reliance on this Agreement and on the expectation of the consummation of the Merger and the other transactions contemplated hereby and the value of the transactions The Wall Street Journal as in effect from time to be consummated hereundertime during such period.