Common use of Company Payments Clause in Contracts

Company Payments. In the event that this Agreement is terminated by Parent or the Company, as applicable, pursuant to Sections 7.1(d), 7.1(f) or 7.1(h), Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $50 million in immediately available funds; provided, that in the case of a termination under Sections 7.1(d) or 7.1(h) prior to which no Triggering Event has occurred, (i) such payment shall be made only if (A) following the date of this Agreement and prior to the termination of this Agreement, a person has publicly announced a bona fide Acquisition Proposal and (B) within nine months following the termination of this Agreement either a Company Acquisition (as defined below) is consummated, or the Company enters into an agreement providing for a Company Acquisition and such Company Acquisition is later consummated with the person (or another person controlling, controlled by or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period) and (ii) such payment shall be made promptly, but in no event later than two days after the consummation of such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period). Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b), and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement.

Company Payments. In the event that this Agreement is terminated ---------------- by Parent or the Company, as applicable, pursuant to Sections 7.1(d7.1(b), 7.1(f(d) or 7.1(h(e), the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to eleven million U.S. Dollars ($50 million 11,000,000) in immediately available fundsfunds (the "Termination Fee"); provided, -------- however, that in the case of a termination under Sections 7.1(dSection 7.1(b) or 7.1(h) prior to which no Triggering Event has occurred7.1(d), (i) such ------- payment shall be made only if (A) following the date of this Agreement hereof and prior to the termination of this Agreement, a person third party has publicly announced a bona fide an Acquisition Proposal and (B) within nine 12 months following the termination of this Agreement either a Company Acquisition (as defined below) is consummated, and provided, -------- further that in the case of termination under Section 7.1(e), such payment shall ------- be made only if within nine (9) months following termination of this Agreement, a Company Acquisition is consummated or the Company enters into an agreement providing for a Company Acquisition and such Company Acquisition is later consummated with the person (or another person controlling, controlled by or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period) and (ii) such payment shall be made promptly, but in no event later than two days after the consummation of such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period)Acquisition. The Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b), and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank of America in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement.this

Company Payments. In the event that this Agreement is terminated by Parent Buyer or the Company, as applicable, pursuant to Sections 7.1(d9.1(b), 7.1(f(d) or 7.1(h(f), the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent Buyer a fee equal to $50 million 6,000,000 in immediately available fundsfunds (the “Termination Fee”); provided, that in the case of a termination under Sections 7.1(dSection 9.1(b) or 7.1(h) prior to which no Triggering Event has occurred, 9.1(d): (i) such payment shall be made only if (A) following the date of this Agreement and prior to the termination of this Agreement, a person third party has publicly announced a bona fide and not withdrawn an Acquisition Proposal and (B) and, within nine twelve months following the termination of this Agreement either a Company Agreement, any Acquisition (as defined below) Transaction is consummated, consummated or the Company enters into an agreement providing for a Company an Acquisition Transaction and such Company Acquisition Transaction is later consummated with the person (or another person controlling, controlled by or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such ninetwelve-month period) ), and (ii) such payment in immediately available funds shall be made promptly, but in no event later than two days after the consummation of such Company the Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period)Transaction. The Company acknowledges that the agreements contained in this Section 7.3(b9.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent Buyer would not enter into this Agreement. Accordingly; accordingly, if the Company fails to pay in a timely manner the amounts amount due pursuant to this Section 7.3(b9.3(b), and, in order to obtain such payment, Parent Buyer makes a claim for such amount that results in a judgment against the Company for Company, the amounts set forth in this Section 7.3(b), Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with Buyer interest on the amounts set forth in this Section 7.3(b) such amount at the prime rate of The Chase Manhattan Bank XX Xxxxxx Xxxxx in effect on the date such payment was required to be made. Payment For the purposes of this Section 9.3(b) when considering payment of a Termination Fee pursuant to an Acquisition Transaction occurring subsequent to a termination under either Section 9.1(b) or 9.1(d) of this Agreement (but not a termination pursuant to Section 9.1(f)), each instance of the fees described term “15%” in this Section 7.3(bthe definition of Acquisition Transaction (whether used directly or indirectly in the definition of Acquisition Proposal) shall not be deemed to mean “50%” and the restrictions set forth in lieu clauses (a)(i)(A) and (B) and (b)(i)(A) and (B) of damages incurred in the event definition of breach of this AgreementAcquisition Transaction shall be disregarded.

Company Payments. In the event that this Agreement is terminated ---------------- by Parent or the Company, as applicable, pursuant to Sections 7.1(d), 7.1(f) or 7.1(h), the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $50 425 million in immediately available fundsfunds (the "Termination Fee"); provided, that in the case of a termination under Sections 7.1(d) or 7.1(h) prior to which no Triggering Event has occurred, (i) such payment shall be made only if (A) following the date of this Agreement and prior to the termination of this Agreement, a person has publicly announced a bona fide an Acquisition Proposal and (B) within nine months following the termination of this Agreement Agreement, either a Company Acquisition (as defined below) is consummated, or the Company enters into an agreement providing for a Company Acquisition and such Company Acquisition is later consummated with the person (or another person controlling, controlled by by, or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period) ), and (ii) such payment shall be made promptly, but in no event later than two days after the consummation of such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period). Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b), and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement.

Company Payments. In the event that this Agreement is terminated ---------------- by Parent or the Company, as applicable, pursuant to Sections 7.1(d7.1(b), 7.1(f7.1(d) or 7.1(h7.1(f), the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $50 2.5 million in immediately available fundsfunds (the "Termination Fee"); provided, that in the case of a termination under Sections 7.1(d7.1(b) or 7.1(h7.1(d) prior to which no Company Triggering Event has occurred, (i) such payment shall be made only if (A) following the date of this Agreement and prior to the termination of this Agreement, a person has publicly announced and not withdrawn a bona fide Company Acquisition Proposal and (B) within nine twelve months following the termination of this Agreement Agreement, either a Company Acquisition (as defined below) is consummatedconsummated with such person, or the Company enters into an agreement providing for a Company Acquisition with such person and such Company Acquisition is later consummated with the such person (or another person controlling, controlled by or under common control with, an affiliate of such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such ninetwelve-month period) ), and (ii) such payment shall be made promptly, but in no event later than two days after the consummation of such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such ninetwelve-month period). Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b), and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of willful breach of this Agreement.

Company Payments. In the event that this Agreement is terminated by Parent or the Company, as applicable, pursuant to Sections 7.1(d), 7.1(f) or 7.1(h), the Company shall promptly, but in no event later than two days after the date of such termination, in addition to paying the Aggregate Bridge Loan Amount pursuant to the Bridge Loan, pay Parent a fee equal to $50 million in immediately available fundsfunds in an amount equal to the sum of (x) three million five hundred thousand dollars ($3,500,000.00) plus (y) the Aggregate Bridge Loan Amount (but not to exceed an additional $2,100,000.00 dollars, thereby increasing such fee due under clauses (x) and (y) to a maximum of $5,600,000) (the "TERMINATION FEE"); provided, that in the case of a termination under Sections Section 7.1(d) or 7.1(h) prior to which no Triggering Event has occurredoccurred or under Section 7.1(h) (and for the avoidance of doubt a termination under Section 7.1(f) shall not be construed to be a termination under Section 7.1(h), (i) such payment shall be made only if (A) following the date of this Agreement and prior to the termination of this Agreement, a person has publicly announced a bona fide an Acquisition Proposal and (B) within nine 12 months following the termination of this Agreement Agreement, either a Company Acquisition (as defined below) is consummated, or the Company 85 enters into an agreement providing for a Company Acquisition and such Company Acquisition is later consummated with the person (or another person controlling, controlled by by, or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine12-month period) ), and (ii) such payment shall be made promptly, but in no event later than two days after the consummation of such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such ninetwelve-month period). Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b), and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement.

Company Payments. In (i) The Company shall pay to Parent $31,006,183 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that that: (A) this Agreement is terminated by Parent or the Company, as applicable, Company pursuant to Sections 7.1(d), 7.1(fSection 9.1(b) or 7.1(h), Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $50 million in immediately available funds; (provided, that (x) the condition to the Offer set forth in the case of a termination under Sections 7.1(d) or 7.1(h) prior to which no Triggering Event has occurred, (i) such payment shall be made only if clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the Competing Acquisition Transaction referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); and (B) following the date execution and delivery of this Agreement and prior to the such termination of this Agreement, a person has Competing Acquisition Transaction shall have been publicly announced a bona fide Acquisition Proposal or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (BC) within nine twelve (12) months following the such termination of this Agreement either a Company Acquisition (as defined below) is consummatedAgreement, or the Company enters into a definitive agreement with any third party that effectuates a Competing Acquisition Transaction or a Competing Acquisition Transaction is consummated. For purposes of the foregoing, a “Competing Acquisition Transaction” shall have the same meaning as an agreement providing for a Company “Acquisition and such Company Acquisition is later consummated with the person Transaction” except that all references therein to (or another person controlling, controlled by or under common control with, such personi) with whom such agreement was entered into “more than twenty percent (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period) 20%)” shall be deemed to be references to “more than forty percent (40%)” and (ii) such payment “more than eighty percent (80%)” shall be made promptly, but in no event later than two days after the consummation of such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period). Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b), and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required deemed to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreementreferences to “more than sixty percent (60%).”

Company Payments. In the event that If this Agreement is terminated by Parent or the Company, as applicable, prior to the appointment time pursuant to Sections 7.1(d), 7.1(f8.1(b)(i) or 7.1(h(ii) or Section 8.1(c), Company shall promptly, but in any event no event later than two days after the date of such termination, pay Parent a fee equal to $50 million in immediately available fundsfunds (the "Termination Fee"); provided, that in the case of a termination under Sections 7.1(dSection 8.1(b)(i) or 7.1(h(ii) prior to which no Triggering Event has occurred, (i) such payment shall be made only if (A) following the date of this Agreement and prior to the termination of this Agreement, a person has any Acquisition Proposal shall have been publicly announced a bona fide Acquisition Proposal or shall have become publicly known and not withdrawn at least 5 business days prior to the scheduled expiration date of the Offer, and (B) within nine 12 months following the termination of this Agreement Agreement, either a Company Acquisition (as defined below) is consummated, or the Company enters into an agreement providing for a Company Acquisition and such Company Acquisition is later consummated with the person (or another person controllingconsummated, controlled by or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period) and (ii) such payment shall be made promptly, but in any event no event later than two days after the consummation of such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period)Acquisition. Company acknowledges that the agreements contained in this Section 7.3(b8.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b8.3(b), and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b)Company, Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b8.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b8.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement.

Company Payments. In the event that this Agreement is terminated by Parent or the Company, as applicable, pursuant to Sections 7.1(d7.1(b), 7.1(f(d) or 7.1(h(e), or (j) the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $50 15 million in immediately available fundsfunds (the "TERMINATION FEE"); provided, that in the case of a termination under Sections 7.1(dSection 7.1(b) or 7.1(h) prior to which no Triggering Event has occurred7.1(d), (i) such payment shall be made only if (A) following the date of this Agreement hereof and prior to the termination of this Agreement, a person third party has publicly announced a bona fide an Acquisition Proposal and (B) within nine 12 months following the termination of this Agreement either a Company Acquisition (as defined below) is consummated, consummated or the Company enters into an agreement providing for a Company Acquisition and such Company Acquisition is later consummated with the person (or another person controllingAcquisition; provided, controlled further that no termination by or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period) and (ii) such giving rise to the payment of the Termination Fee shall be made promptly, but in no event later than two days after the consummation of effective until Parent actually receives such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period)fee. The Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b)) , and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this Agreement "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement); (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by the Company of assets representing in excess of 50% of the aggregate fair market value of the Company's business immediately prior to such sale or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. In the event that this Agreement is terminated by Parent or the Company, as applicable, pursuant to Sections 7.1(d7.1(b), 7.1(f(e) or 7.1(h(f), the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $50 200 million in immediately available fundsfunds (the "TERMINATION FEE"); provided, that in the case of a termination under Sections 7.1(dSection 7.1(b) or 7.1(h) prior to which no Triggering Event has occurred7.1(e), (i) such payment shall be made only if (A) following the date of this Agreement hereof and prior to the termination of this Agreement, a person third party has publicly announced a bona fide an Acquisition Proposal and (B) within nine 12 months following the termination of this Agreement either a Company Acquisition (as defined below) is consummated, consummated or the Company enters into an agreement providing for a Company Acquisition and such Company Acquisition is later consummated with the person (or another person controlling, controlled by or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period) and (ii) such payment shall be made promptly, but in no event later than two days after the consummation of such Company Acquisition (regardless of when such consummation occurs if or the entry by the Company has entered into such an agreement within such nine-month period)agreement. The Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b)) , and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this Agreement "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement); (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by the Company of assets representing in excess of 50% of the aggregate fair market value of the Company's business immediately prior to such sale or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. In the event that this Agreement is terminated by Parent or the Company, as applicable, pursuant to Sections 7.1(d7.1(b), 7.1(f(e) or 7.1(h(f), the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $50 3.25 million in immediately available fundsfunds (the "TERMINATION FEE"); provided, that in the case of a termination under Sections 7.1(d) or 7.1(h) prior to which no Triggering Event has occurredSection 7.1(b), (i) such payment shall be made only if (A) following the date of this Agreement hereof and prior to the termination of this Agreement, a person third party has publicly announced a bona fide an Acquisition Proposal for an Acquisition Transaction and (B) within nine 12 months following the termination of this Agreement either the Company enters into or announces an intention to enter into a Company Acquisition (as defined below) is consummated, or the Company enters into an agreement providing for a Company Acquisition and such Company Acquisition is later consummated with the person (or another person controlling, controlled by or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period) and (ii) such payment shall be made promptly, but in no event later than two days after the consummation of such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period). The Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly; accordingly, if the Company fails promptly to pay in a timely manner the amounts due pursuant to this Section 7.3(b)) , and, in order to obtain such payment, Parent makes commences a claim that suit which results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment For the purposes -61- 67 of this Agreement "COMPANY ACQUISITION" shall mean any of the fees described in following transactions (other than the transactions contemplated by this Section 7.3(bAgreement); (i) shall not be in lieu a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of damages incurred the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the event surviving or resulting entity of breach such transaction or (ii) a sale or other disposition by the Company of this Agreementassets (excluding inventory and used equipment sold in the ordinary course of business) representing in excess of 50% of the aggregate fair market value of the Company's business immediately prior to such sale.

Company Payments. In the event that If this Agreement is terminated by Parent or the ---------------- Company, as applicable, prior to the Effective Time pursuant to Sections 7.1(d), 7.1(f8.1(b)(i) or 7.1(h(ii) or Section 8.1(c), Company shall promptly, but in any event no event later than two days after the date of such termination, pay Parent a fee equal to $50 million 22,600,000 in immediately available fundsfunds (the "Termination Fee"); provided, that in the case of a termination under Sections 7.1(dSection -------- 8.1(b)(i) or 7.1(h(ii) prior to which no Triggering Event has occurred, (i) such payment shall be made only if (A) following the date of this Agreement and prior to the termination of this Agreement, a person has any Acquisition Proposal shall have been publicly announced a bona fide Acquisition Proposal or shall have become publicly known, and (B) within nine 12 months following the termination of this Agreement Agreement, either a Company Acquisition (as defined below) is consummated, or the Company enters into an agreement providing for a Company Acquisition and such Company Acquisition is later consummated with the person (or another person controllingconsummated, controlled by or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period) and (ii) such payment shall be made promptly, but in any event no event later than two days after the consummation of such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period)Acquisition. Company acknowledges that the agreements contained in this Section 7.3(b8.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b8.3(b), and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b)Company, Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b8.3(b) at the prime rate Bank of The Chase Manhattan Bank America N.T. and S.A. in effect on the date such payment was required to be made. Payment of Parent agrees that the fees described payment provided for in this Section 7.3(b8.3(b) shall not be the sole and exclusive remedy of Parent and Merger Sub upon termination of this Agreement where such fee has been paid, and such remedies shall be limited to the sum stipulated in lieu this Section 8.3(b), regardless of damages incurred the circumstances giving rise to such termination; provided, --------- however, that nothing herein shall relieve the Company from liability for the ------- willful breach of, or fraud in the event connection with, any of breach of its representations, warranties, covenants or agreements set forth in this Agreement.

Company Payments. In the event that (i) If (A) this Agreement is validly terminated by Parent or the Company, as applicable, pursuant to Sections 7.1(d), 7.1(f(x) Section 8.1(c) at a time when the Requisite Stockholder Approval has not been obtained and the conditions set forth in Section 7.1(b) or 7.1(h), Company shall promptly, Section 7.1(c) (to the extent due to an injunction relating to Antitrust Laws that constitute Required Approvals or Required Investment Screening Laws) have not been satisfied (but in no event later than two days after the date of such termination, pay Parent a fee equal to $50 million in immediately available funds; provided, that in the case of a termination under Sections 7.1(dby the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the limitations set forth in Section 8.1(c)(i) or 7.1(hSection 8.1(c)(ii)) prior or Section 8.1(d) or (y) by Parent pursuant to which no Triggering Event has occurredSection 8.1(e) (each, an “Applicable Termination”); (i) such payment shall be made only if (AB) following the date execution and delivery of this Agreement and prior to the termination of this Agreementan Applicable Termination, a person an Acquisition Proposal has been publicly announced or disclosed (and, solely with respect to a bona fide termination pursuant to Section 8.1(d), such Acquisition Proposal has not been publicly withdrawn or otherwise publicly abandoned at least five (5) Business Days prior to the Company Stockholder Meeting (or any adjournment or postponement thereof) at which a vote is taken on the Merger); and (BC) within nine twelve (12) months following the termination of this Agreement either a Company such Applicable Termination, an Acquisition (as defined below) Transaction is consummated, consummated or the Company enters into an a definitive agreement providing for a the consummation of an Acquisition Transaction, then the Company Acquisition and such Company Acquisition is later consummated will substantially concurrently with the person (or another person controlling, controlled by or under common control with, earlier of the execution of such person) with whom such definitive agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period) and (ii) such payment shall be made promptly, but in no event later than two days after the consummation of such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period). Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this AgreementTransaction, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b), and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), Company shall pay to Parent (or its reasonable costs and expenses designee(s)) an amount equal to $171,734,000.00 (including reasonable attorneys' fees and expenses) the “Company Termination Fee”), in connection accordance with such suitthe payment instructions which have been provided to the Company by Parent as of the Agreement Date, together with interest on the amounts set forth in or as further updated by written notice by Parent from time to time. For purposes of this Section 7.3(b) at 8.3(b)(i), all references to “20%” and “80%” in the prime rate definition of The Chase Manhattan Bank in effect on the date such payment was required “Acquisition Transaction” will be deemed to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreementreferences to “50%.”

Company Payments. In the event that (i) If (A) this Agreement is validly terminated by Parent or the Company, as applicable, pursuant to Sections 7.1(d(x) Section 8.1(c) (Termination Date) (provided that at the Termination Date, all of the conditions set forth in Section 7.1 (other than the condition set forth in Section 7.1(a)) and Section 7.3 have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, so long as such conditions are at the time of termination capable of being satisfied as if such time were the Closing), 7.1(f(y) Section 8.1(d) (Requisite Stockholder Approval) or 7.1(h(z) Section 8.1(e) (Company Breach); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, any Person shall have publicly announced or provided to the Company shall promptlyBoard or management of the Company an Acquisition Proposal, but and not irrevocably (and publicly, in no event later than two days after the case of an Acquisition Proposal that has been publicly announced) withdrawn such Acquisition Proposal at least five Business Days prior to the Company Stockholder Meeting or prior to the date of such termination, pay Parent a fee equal to $50 million in immediately available funds; provided, that termination in the case of a termination under Sections 7.1(dpursuant to Section 8.1(c) (Termination Date) or 7.1(hSection 8.1(e) prior to which no Triggering Event has occurred, (iCompany Breach); and (C) within 12 months following such payment shall be made only if (A) following the date of this Agreement and prior to the termination of this Agreement, a person has publicly announced a bona fide either an Acquisition Proposal and (B) within nine months following the termination of this Agreement either a Company Acquisition (as defined below) Transaction is consummated, consummated or the Company enters into an a definitive agreement providing for a Company the consummation of an Acquisition and such Company Acquisition is later consummated with the person (or another person controllingTransaction, controlled by or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if then the Company has entered shall promptly (and in any event within three Business Days) upon the earlier of entry into such an definitive agreement within such nine-month period) and (ii) such payment shall be made promptly, but in no event later than two days after or the consummation of such Company Acquisition (regardless of when such consummation occurs if Transaction pay, or cause to be paid, to Parent the Company has entered into such Termination Fee by wire transfer of immediately available funds to an agreement within such nine-month period)account or accounts designated in writing by Parent. Company acknowledges that the agreements contained in For purposes of this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b8.3(b)(i), and, all references to “20%” in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate definition of The Chase Manhattan Bank in effect on the date such payment was required “Acquisition Transaction” will be deemed to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreementreferences to “50%.”

Company Payments. In the event that (I) If (A) (i) this Agreement is validly terminated by Parent or the Company, as applicable, Company pursuant to Sections 7.1(dSection 6.1(b) or Section 6.1(d), 7.1(f(ii) at or 7.1(h), Company prior to the time of such termination of this Agreement an Alternative Acquisition Proposal shall promptly, but in no event later than two days after have been publicly disclosed (and such Alternative Acquisition Proposal shall not have been unconditionally and publicly withdrawn prior to the date of such terminationthe Company Stockholders Meeting), pay Parent a fee equal to $50 million in immediately available funds; provided, that (iii) in the case of a termination under Sections 7.1(d) or 7.1(h) prior to which no Triggering Event has occurred, (i) such payment shall be made only if (A) following the date of this Agreement and by Parent pursuant to Section 6.1(b), Parent demonstrates that it would reasonably have been expected that the Merger would have been consummated prior to the termination of this Agreement, a person has publicly announced a bona fide Agreement but for the making or pendency of such Alternative Acquisition Proposal and (Bit being clarified that this Section 6.3(b)(A)(iii) within nine months following the shall not apply to termination of this Agreement either by the Company), and (iv) within twelve months after the date of termination of this Agreement, a Company Acquisition (as defined below) is consummated, consummated or the Company enters into an a definitive agreement or binding letter of intent providing for a Company Acquisition and such (which is subsequently consummated), or (B) this Agreement is validly terminated by Parent pursuant to Section 6.1(e), then (x) if termination of this Agreement is pursuant to Section 6.1(b) or Section 6.1(d), within one (1) business day after consummation of the Company Acquisition described above, or (y) if termination of this Agreement is later consummated with pursuant to Section 6.1(e), within one (1) business day after the person (or another person controllingtermination of this Agreement, controlled by or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into shall cause to be paid to Parent, in cash in immediately available funds, a non-refundable termination fee in the amount of $1.2 million. In addition, in any of the foregoing circumstances where the Company is obligated to pay a termination fee, the Company shall also reimburse Parent for Parent's reasonable and documented out-of-pocket expenses incurred in connection with this Agreement and the transactions contemplated thereby, not to exceed $1 million, less any amounts previously paid by the Company on account of such an agreement expenses as provided in the last sentence of this paragraph (the "PARENT EXPENSES"), within five (5) business days after the Company's receipt of reasonable documentation of such nine-month periodexpenses. In the event that (1) this Agreement is validly terminated by Parent or the Company pursuant to Section 6.1(d), and (2) all of the conditions to the Company's obligation to consummate the Merger set forth in Sections 5.1 and 5.3 (other than the conditions set forth in Sections 5.1(a), (b) and (iic) and Sections 5.3(e) and 5.3(f)) were satisfied as of the time of such payment termination, then the Company shall be made promptlyreimburse Parent for Parent's reasonable and documented out-of-pocket expenses incurred in connection with this Agreement and the transactions contemplated thereby, but in no event later than two not to exceed $500,000, less any amounts previously paid by the Company on account of such expenses, within five (5) business days after the consummation Company's receipt of reasonable documentation of such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period). Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b), and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement.

Company Payments. In the event that this Agreement is terminated by Parent or the Company, as applicable, pursuant to Sections 7.1(b), 7.1(d), 7.1(f7.1(e) or 7.1(h7.1(g), Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $50 1.0 million in immediately available fundsthe form of a credit against fees payable by Parent to Company under the Reseller Agreement between Parent and Company dated as of October 29, 2002, as amended or extended from time to time or any replacement agreement thereto (the “Termination Fee”); provided, that in the case of a termination under Sections 7.1(b), 7.1(d) or 7.1(h7.1(g) prior to which no Triggering Event has occurred, (i) such payment shall be made only if (A) following the date of this Agreement and prior to the termination of this Agreement, a person has publicly announced a bona fide an Acquisition Proposal and (B) within nine 12 months following the termination of this Agreement Agreement, either a Company Acquisition (as defined below) is consummated, or the Company enters into an agreement a Contract providing for a Company Acquisition and such Company Acquisition is later consummated with the person (or another person controlling, controlled by or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period) and (ii) such payment shall be made promptly, but in no event later than two days after the consummation of any such Company Acquisition (regardless of when or the entry by Company into any such consummation occurs if the Company has entered into such an agreement within such nine-month period)Contract. Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, the amount of, and the basis for payment of, the Termination Fee are reasonable and appropriate in all respects, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts Termination Fee due pursuant to this Section 7.3(b), and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' ’ fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank of America, N.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement.

Company Payments. In the event that (i) If (A) this Agreement is validly terminated (x) by Parent or the Company, as applicable, Company pursuant to Sections 7.1(dSection 8.1(c) or Section 8.1(d), 7.1(f) or 7.1(honly if at such time Parent would not be prohibited from terminating this Agreement pursuant to the limitations set forth in Section 8.1(c), Company shall promptlyor (y) by Parent pursuant to Section 8.1(e) (each, but in no event later than two days after the date of such termination, pay Parent a fee equal to $50 million in immediately available fundsan “Applicable Termination”); provided, that in the case of a termination under Sections 7.1(d) or 7.1(h) prior to which no Triggering Event has occurred, (i) such payment shall be made only if (AB) following the date execution and delivery of this Agreement and prior to an Applicable Termination, (x) in the event of a termination of this Agreement, a person pursuant to Section 8.1(c) or Section 8.1(e) an Acquisition Proposal for an Acquisition Transaction has been publicly announced or disclosed or otherwise communicated to the Company or the Company Board and not withdrawn or (y) in the event of a bona fide termination pursuant to Section 8.1(d), an Acquisition Proposal for an Acquisition Transaction has been publicly announced, disclosed or made to the Company or the Company Board and not publicly withdrawn or publicly abandoned; and (BC) within nine twelve months following the termination of this Agreement either a Company such Applicable Termination, an Acquisition (as defined below) Transaction is consummated, consummated or the Company enters into an a definitive agreement providing for a Company Acquisition and such Company Acquisition is later consummated with the person (or another person controlling, controlled by or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period) and (ii) such payment shall be made promptly, but in no event later than two days after the consummation of such Company an Acquisition (regardless of when such consummation occurs if Transaction, then the Company has entered will pay to Parent an amount equal to $20,300,000 (the “Company Termination Fee”) concurrently with the earlier of entry into such an definitive agreement within or consummation of such nine-month period). Acquisition Transaction, in accordance with the payment instructions which have been provided to the Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part by Parent as of the transactions contemplated by date of this Agreement, and that, without these agreements, or as further updated by written notice by Parent would not enter into this Agreementfrom time to time. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to For purposes of this Section 7.3(b8.3(b)(i), and, all references to “20%” in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), Company definition of “Acquisition Transaction” shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required be deemed to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreementreferences to “50%.”

Company Payments. In the event that (i) If (A) this Agreement is validly terminated by Parent or the Company, as applicable, (x) pursuant to Sections 7.1(d), 7.1(fSection 7.1(c) or 7.1(h), Company shall promptly, at a time when the Requisite Stockholder Approval has not been obtained (but in no event later than two days after the date of such termination, pay Parent a fee equal to $50 million in immediately available funds; provided, that in the case of a termination under Sections by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to Section 7.1(c)) or Section 7.1(d) or 7.1(h(y) prior by Parent pursuant to which no Triggering Event has occurredSection 7.1(e) (each, an “Applicable Termination”); (i) such payment shall be made only if (AB) following the date execution and delivery of this Agreement and prior to an Applicable Termination, an Acquisition Proposal has been communicated to the termination of this Agreement, a person has Company Board (and not subsequently withdrawn or abandoned prior to the applicable Termination Date) or publicly announced or disclosed (and not publicly withdrawn or otherwise publicly abandoned at least two (2) Business Days prior to the Company Stockholder Meeting (or an adjournment or postponement thereof) at which a bona fide Acquisition Proposal vote is taken on the Merger); and (BC) within nine twelve (12) months following the termination of this Agreement either a Company such Applicable Termination, an Acquisition (as defined below) Transaction is consummated, consummated or the Company enters into an a definitive agreement providing for a the consummation of an Acquisition Transaction, then the Company Acquisition and such Company Acquisition is later consummated will substantially concurrently with the person (or another person controlling, controlled by or under common control with, earlier of the execution of such person) with whom such definitive agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period) and (ii) such payment shall be made promptly, but in no event later than two days after the consummation of such Acquisition Transaction, pay to each of TPG IX Management, LLC and Francisco Partners Management L.P. (the “Parent Affiliated Management Companies”), an aggregate amount equal to $196,000,000 (the “Company Acquisition (regardless of when Termination Fee”), in accordance with such consummation occurs if Parent Affiliated Management Company’s Pro Rata Share, in each case pursuant to the payment instructions which have been provided to the Company has entered into such an agreement within such nine-month period)by Parent as of the Agreement Date, or as further updated by written notice by Parent from time to time. Company acknowledges that the agreements contained in For purposes of this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b7.3(b)(i), and, all references to “20%” and “80%” in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate definition of The Chase Manhattan Bank in effect on the date such payment was required “Acquisition Transaction” will be deemed to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreementreferences to “50%.”

Company Payments. In the event that (i) If (A) this Agreement is validly terminated pursuant to (x) Section 8.1(c) (provided that (x) at the Termination Date, all of the conditions set forth in Section 7.1 (other than the condition set forth in Section 7.1(a)) and Section 7.3 have been satisfied or waived (other than those conditions that by Parent their terms are to be satisfied at the Closing, so long as such conditions are at the time of termination capable of being satisfied as if such time were the Closing) and (y) the failure of the Merger to be consummated prior to the Termination Date was not caused by a breach by the Company of any of its obligations under this Agreement, including under Section 6.2), or (y) Section 8.1(d), or (z) Section 8.1(e); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, any Person shall have publicly announced or provided to the Company Board (or the Company, as applicable, pursuant to Sections 7.1(d), 7.1(fSpecial Committee) or 7.1(h)management of the Company an Acquisition Proposal, and not withdrawn such Acquisition Proposal at least five Business Days prior to the Company shall promptly, but in no event later than two days after Stockholder Meeting or prior to the date of such termination, pay Parent a fee equal to $50 million in immediately available funds; provided, that termination in the case of a termination under Sections 7.1(dpursuant to Section 8.1(e); and (C) or 7.1(h) prior to which no Triggering Event has occurred, (i) within 12 months following such payment shall be made only if (A) following the date of this Agreement and prior to the termination of this Agreement, a person has publicly announced a bona fide either an Acquisition Proposal and (B) within nine months following the termination of this Agreement either a Company Acquisition (as defined below) Transaction is consummated, consummated or the Company enters into an a definitive agreement providing for a Company the consummation of an Acquisition and such Company Acquisition is later consummated with the person (or another person controllingTransaction, controlled by or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if then the Company has entered shall promptly (and in any event within three Business Days) upon the earlier of entry into such an definitive agreement within such nine-month period) and (ii) such payment shall be made promptly, but in no event later than two days after or the consummation of such Company Acquisition Transaction pay, or cause to be paid, to Parent (regardless of when such consummation occurs if or its designee) the Company has entered into such Termination Fee by wire transfer of immediately available funds to an agreement within such nine-month period)account or accounts designated in writing by Parent. Company acknowledges that the agreements contained in For purposes of this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b8.3(b)(i), and, all references to “20%” in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate definition of The Chase Manhattan Bank in effect on the date such payment was required “Acquisition Transaction” will be deemed to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreementreferences to “50%.”

Company Payments. In the event that If this Agreement is terminated by Parent or the Company, as applicable, pursuant to Sections 7.1(d), 7.1(f8.01(b)(i) or 7.1(h(ii) or Section 8.01(c), Company shall promptly, but in any event no event later than two days after the date of such termination, pay Parent a fee equal to $50 1.35 million in immediately available fundsfunds (the "Termination Fee"); provided, that in the case of a termination under Sections 7.1(dSection 8.01(b)(i) or 7.1(h(ii) prior to which no Triggering Event has occurred, (i) such payment shall be made only if (A) following the date of this Agreement and prior to the termination of this Agreement, a person has any Acquisition Proposal shall have been publicly announced a bona fide Acquisition Proposal or shall have become publicly known, and (B) within nine 12 months following the termination of this Agreement Agreement, either a Company Acquisition (as defined below) is consummated, or the Company enters into an agreement providing for a Company Acquisition and such Company Acquisition is later consummated with the person (or another person controllingconsummated, controlled by or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period) and (ii) such payment shall be made promptly, but in any event no event later than two days after the consummation of such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period)Acquisition. Company acknowledges that the agreements contained in this Section 7.3(b8.03(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b8.03(b), and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b)Company, Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b8.03(b) at the prime rate of The Chase Manhattan Bank X.X. Xxxxxx Xxxxx & Co. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b8.03(b) shall not be in lieu of damages incurred in the event of breach of this Agreement.

Company Payments. In the event that If this Agreement is terminated by Parent or the Company, as applicable, prior to the Effective Time pursuant to Sections 7.1(d), 7.1(f8.1(b)(i) or 7.1(h(ii) or Section 8.1(c), Company shall promptly, but in any event no event later than two days after the date of such termination, pay Parent a fee equal to $50 million 22,600,000 in immediately available fundsfunds (the "TERMINATION FEE"); provided, that in the case of a termination under Sections 7.1(dSection 8.1(b)(i) or 7.1(h(ii) prior to which no Triggering Event has occurred, (i) such payment shall be made only if (A) following the date of this Agreement and prior to the termination of this Agreement, a person has any Acquisition Proposal shall have been publicly announced a bona fide Acquisition Proposal or shall have become publicly known, and (B) within nine 12 months following the termination of this Agreement Agreement, either a Company Acquisition (as defined below) is consummated, or the Company enters into an agreement providing for a Company Acquisition and such Company Acquisition is later consummated with the person (or another person controllingconsummated, controlled by or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period) and (ii) such payment shall be made promptly, but in any event no event later than two days after the consummation of such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period)Acquisition. Company acknowledges that the agreements contained in this Section 7.3(b8.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b8.3(b), and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b)Company, Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b8.3(b) at the prime rate Bank of The Chase Manhattan Bank America N.T. and S.A. in effect on the date such payment was required to be made. Payment of Parent agrees that the fees described payment provided for in this Section 7.3(b8.3(b) shall not be the sole and exclusive remedy of Parent and Merger Sub upon termination of this Agreement where such fee has been paid, and such remedies shall be limited to the sum stipulated in lieu this Section 8.3(b), regardless of damages incurred the circumstances giving rise to such termination; provided, however, that nothing herein shall relieve the Company from liability for the willful breach of, or fraud in the event connection with, any of breach of its representations, warranties, covenants or agreements set forth in this Agreement.

Company Payments. In (i) The Company shall pay to Parent $90,000,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that that: (A) this Agreement is terminated by Parent or the Company, as applicable, Company pursuant to Sections 7.1(d), 7.1(fSection 9.1(b) or 7.1(h), Company shall promptly, but in no event later than two days after as a result of the date of failure to satisfy the Minimum Condition prior to such termination, pay Parent a fee equal to $50 million in immediately available funds; termination (provided, that (x) the condition to the Offer set forth in the case of a termination under Sections 7.1(d) or 7.1(h) prior to which no Triggering Event has occurred, (i) such payment shall be made only if clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the Competing Acquisition Transaction referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the date execution and delivery of this Agreement and prior to the such termination of this Agreement, a person has Competing Acquisition Transaction shall have been publicly announced a bona fide Acquisition Proposal or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (BC) within nine twelve (12) months following the such termination of this Agreement either a Company Acquisition (as defined below) is consummatedAgreement, or the Company enters into a definitive agreement with any third party that effectuates a Competing Acquisition Transaction or a Competing Acquisition Transaction is consummated. For purposes of the foregoing, a “Competing Acquisition Transaction” shall have the same meaning as an agreement providing for a Company “Acquisition and such Company Acquisition is later consummated with the person Transaction” except that all references therein to (or another person controlling, controlled by or under common control with, such personi) with whom such agreement was entered into “more than twenty percent (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period) 20%)” shall be deemed to be references to “more than fifty percent (50%)” and (ii) such payment “less than eighty percent (80%)” shall be made promptly, but in no event later than two days after the consummation of such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period). Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b), and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required deemed to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreementreferences to “less than fifty percent (50%).”

Company Payments. In the event that this Agreement is terminated by Parent or the Company, as applicable, pursuant to Sections 7.1(d7.1(b), 7.1(f(d) or 7.1(h(g), the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $50 million 30,000,000 in immediately available fundsfunds (the "TERMINATION FEE"); provided, that in the case of a termination under Sections 7.1(dSection 7.1(b) or 7.1(h) prior to which no Triggering Event has occurred7.1(d), (i) such payment shall be made only if (A) following the date of this Agreement hereof and prior to the termination of this Agreement, a person third party has publicly announced a bona fide an Acquisition Proposal and (B) within nine 15 months following the termination of this Agreement either a Company Acquisition (as defined below) is consummated, consummated or the Company enters into an agreement providing for a Company Acquisition and such Company Acquisition is later consummated with the person (or another person controlling, controlled by or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period) and (ii) such payment shall be made promptly, but in no event later than two days after the consummation of such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period)Acquisition. The Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b)) , and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this Agreement "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement); (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by the Company of assets representing in excess of 50% of the aggregate fair market value of the Company's business immediately prior to such sale or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. In the event that this Agreement is terminated by ---------------- Parent or the Company, as applicable, pursuant to Sections 7.1(b), 7.1(d), 7.1(f7.1(e) or 7.1(h7.1(g), Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $50 45.5 million in immediately available fundsfunds (the "Termination Fee"); provided, that in the case of a termination under Sections 7.1(b), 7.1(d) or 7.1(h7.1(g) prior to which no Triggering Event has occurred, (i) such payment shall be made only if (A) following the date of this Agreement and prior to the termination of this Agreement, a person has publicly announced a bona fide an Acquisition Proposal and (B) within nine 18 months following the termination of this Agreement Agreement, either a Company Acquisition (as defined below) is consummated, or the Company enters into an agreement a Contract providing for a Company Acquisition and such Company Acquisition is later consummated with the person (or another person controlling, controlled by or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period) and (ii) such payment shall be made promptly, but in no event later than two days after the consummation of any such Company Acquisition (regardless of when or the entry by Company into any such consummation occurs if the Company has entered into such an agreement within such nine-month period)Contract. Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, the amount of, and the basis for payment of, the Termination Fee are reasonable and appropriate in all respects, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts Termination Fee due pursuant to this Section 7.3(b), and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank of America, N.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement.

Company Payments. In the event that this Agreement is terminated by Parent or the Company, as applicable, pursuant to Sections 7.1(b), 7.1(d), 7.1(f7.1(e) or 7.1(h7.1(g), Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $50 million 3,135,000 in immediately available fundsfunds (the “Termination Fee”), less any amounts actually paid by Company to Parent pursuant to Section 7.3(a)(ii) hereof; provided, that in the case of a termination under Sections 7.1(b), 7.1(d) or 7.1(h7.1(g) prior to which no Triggering Event has occurred, (i) such payment shall be made only if (A) following the date of this Agreement and prior to the termination of this Agreement, a person has publicly announced a bona fide an Acquisition Proposal and (B) within nine months following the termination of this Agreement Agreement, either (x) a Company Acquisition (as defined below) is consummated, or the (y) Company enters into an agreement a Contract providing for a Company Acquisition and thereafter such Company Acquisition is later consummated with consummated, substantially upon the person (or another person controllingterms provided in such Contract, controlled by or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period) and (ii) such payment shall be made promptly, but in no event later than two days after the consummation of any such Company Acquisition (regardless of when or the entry by Company into any such consummation occurs if the Company has entered into such an agreement within such nine-month period)Contract. Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, the amount of, and the basis for payment of, the Termination Fee are reasonable and appropriate in all respects, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts Termination Fee due pursuant to this Section 7.3(b), and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' ’ fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank of America, N.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement.

Company Payments. In The Company shall pay to Parent a fee equal to $1,230,000 (One Million Two Hundred Thirty Thousand U.S. Dollars) (the "Termination Fee Amount"), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within one Business Day after demand by Parent, in the event that (A) this Agreement is terminated by Parent or the Company, as applicable, Company pursuant to Sections 7.1(d), 7.1(fSection 8.1(b) hereof or 7.1(h), Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $50 million in immediately available funds; provided, that in the case of a termination under Sections 7.1(dSection 8.1(d) or 7.1(h) prior to which no Triggering Event has occurredhereof, (i) such payment shall be made only if (AB) following the date execution and delivery of this Agreement and prior to the termination of this Agreement, a person has an Acquisition Proposal shall have been publicly announced a bona fide Acquisition Proposal or shall have become publicly known, or shall have been communicated or otherwise made known to the Company Stockholders generally, and (B) within nine months following the in each case shall not have been withdrawn prior to such termination of this Agreement either a Company Agreement, and (C) within twelve (12) months following such termination of this Agreement, such Acquisition (as defined below) Transaction is consummated, consummated or the Company enters into an a definitive agreement providing with respect to such Acquisition Transaction (for a Company Acquisition and such Company Acquisition is later consummated with the person (or another person controlling, controlled by or under common control with, such person) with whom such agreement was entered into (regardless purposes of when such consummation occurs if the Company has entered into such an agreement within such nine-month period) and (ii) such payment shall be made promptly, but in no event later than two days after the consummation of such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period). Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b8.3(b)(1), and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for term "Acquisition Transaction" shall have the amounts meaning set forth in the definition of Acquisition Transaction except that all references to 15% and 85% in such definition shall be deemed replaced by references to 50%). In the event that this Agreement is terminated by the Company pursuant to Section 7.3(b)8.1(e)(2) hereof, the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in connection with writing by Parent within one Business Day after such suit, together with interest on termination by the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be madeCompany. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in In the event that this Agreement is terminated by Parent pursuant to Section 8.1(f)(2) hereof, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of breach of this Agreementimmediately available funds to an account or accounts designated in writing by Parent within one Business Day after demand by Parent.

Company Payments. In the event that this Agreement is terminated by Parent or the Company, as applicable, pursuant to Sections 7.1(d7.1(b), 7.1(f(d) or 7.1(h(e), or (j) the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $50 15 million in immediately available fundsfunds (the "Termination Fee"); provided, that in the case of a termination under Sections 7.1(dSection 7.1(b) or 7.1(h) prior to which no Triggering Event has occurred7.1(d), (i) such payment shall be made only if (A) following the date of this Agreement hereof and prior to the termination of this Agreement, a person third party has publicly announced a bona fide an Acquisition Proposal and (B) within nine 12 months following the termination of this Agreement either a Company Acquisition (as defined below) is consummated, consummated or the Company enters into an agreement providing for a Company Acquisition and such Company Acquisition is later consummated with the person (or another person controllingAcquisition; provided, controlled further that no termination by or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period) and (ii) such giving rise to the payment of the Termination Fee shall be made promptly, but in no event later than two days after the consummation of effective until Parent actually receives such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period)fee. The Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b)) , and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this Agreement "Company Acquisition" shall mean any of the following transactions (other than the transactions contemplated by this Agreement); (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by the Company of assets representing in excess of 50% of the aggregate fair market value of the Company's business immediately prior to such sale or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. In the event that (i) If (A) (i) this Agreement is validly terminated by Parent or the Company, as applicable, Company pursuant to Sections 7.1(dSection 6.1(b) or Section 6.1(d), 7.1(f(ii) at or 7.1(h), Company prior to the time of such termination of this Agreement an Alternative Acquisition Proposal shall promptly, but in no event later than two days after have been publicly disclosed (and such Alternative Acquisition Proposal shall not have been unconditionally and publicly withdrawn prior to the date of such terminationthe Company Stockholders Meeting), pay Parent a fee equal to $50 million in immediately available funds; provided, that (iii) in the case of a termination under Sections 7.1(d) or 7.1(h) prior to which no Triggering Event has occurred, (i) such payment shall be made only if (A) following the date of this Agreement and by Parent pursuant to Section 6.1(b), Parent demonstrates that it would reasonably have been expected that the Merger would have been consummated prior to the termination of this Agreement, a person has publicly announced a bona fide Agreement but for the making or pendency of such Alternative Acquisition Proposal and (Bit being clarified that this Section 6.3(b)(A)(iii) within nine months following the shall not apply to termination of this Agreement either by the Company), and (iv) within twelve months after the date of termination of this Agreement, a Company Acquisition (as defined below) is consummated, consummated or the Company enters into an a definitive agreement or binding letter of intent providing for a Company Acquisition and such (which is subsequently consummated), or (B) this Agreement is validly terminated by Parent pursuant to Section 6.1(e), then (x) if termination of this Agreement is pursuant to Section 6.1(b) or Section 6.1(d), within one (1) business day after consummation of the Company Acquisition described above, or (y) if termination of this Agreement is later consummated with pursuant to Section 6.1(e), within one (1) business day after the person (or another person controllingtermination of this Agreement, controlled by or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into shall cause to be paid to Parent, in cash in immediately available funds, a non-refundable termination fee in the amount of $1.2 million. In addition, in any of the foregoing circumstances where the Company is obligated to pay a termination fee, the Company shall also reimburse Parent for Parent’s reasonable and documented out-of-pocket expenses incurred in connection with this Agreement and the transactions contemplated thereby, not to exceed $1 million, less any amounts previously paid by the Company on account of such an agreement expenses as provided in the last sentence of this paragraph (the “Parent Expenses”), within five (5) business days after the Company’s receipt of reasonable documentation of such nine-month periodexpenses. In the event that (1) this Agreement is validly terminated by Parent or the Company pursuant to Section 6.1(d), and (2) all of the conditions to the Company’s obligation to consummate the Merger set forth in Sections 5.1 and 5.3 (other than the conditions set forth in Sections 5.1(a), (b) and (iic) and Sections 5.3(e) and 5.3(f)) were satisfied as of the time of such payment termination, then the Company shall be made promptlyreimburse Parent for Parent’s reasonable and documented out-of-pocket expenses incurred in connection with this Agreement and the transactions contemplated thereby, but in no event later than two not to exceed $500,000, less any amounts previously paid by the Company on account of such expenses, within five (5) business days after the consummation Company’s receipt of reasonable documentation of such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period). Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b), and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement.

Company Payments. In the event that this Agreement is terminated by Parent or the Company, as applicable, pursuant to Sections 7.1(d7.1(b), 7.1(f(d) or 7.1(h(g), the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $50 million 30,000,000 in immediately available fundsfunds (the "Termination Fee"); provided, that in the case of a termination under Sections 7.1(dSection 7.1(b) or 7.1(h) prior to which no Triggering Event has occurred7.1(d), (i) such payment shall be made only if (A) following the date of this Agreement hereof and prior to the termination of this Agreement, a person third party has publicly announced a bona fide an Acquisition Proposal and (B) within nine 15 months following the termination of this Agreement either a Company Acquisition (as defined below) is consummated, consummated or the Company enters into an agreement providing for a Company Acquisition and such Company Acquisition is later consummated with the person (or another person controlling, controlled by or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period) and (ii) such payment shall be made promptly, but in no event later than two days after the consummation of such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period)Acquisition. The Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b)) , and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this Agreement "Company Acquisition" shall mean any of the following transactions (other than the transactions contemplated by this Agreement); (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by the Company of assets representing in excess of 50% of the aggregate fair market value of the Company's business immediately prior to such sale or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. In the event that (i) this Agreement is terminated by the Company pursuant to Section 9.1(e), (ii) this Agreement is terminated by Parent or the Company, as applicable, pursuant to Sections 7.1(dSection 9.1(h) or Section 9.1(i), 7.1(for (iii) if (A) an Acquisition Proposal shall have been made public (and not withdrawn) after the date hereof and prior to the Company Shareholders Meeting (or prior to the termination of this Agreement if there has been no Company Shareholders Meeting), (B) following the occurrence of an event described in the preceding clause (A), this Agreement is terminated by the Company or Parent pursuant to Section 9.1(b) or 7.1(hSection 9.1(c), Company shall promptly, but in no event later than two days and (C) at any time prior to the date that is twelve (12) months after the date of such termination, pay Parent (x) the Company enters into a fee equal definitive agreement providing for an Acquisition Proposal, or (y) an Acquisition Proposal is consummated (in each case of the foregoing clauses (x) and (y), whether or not the Acquisition Proposal was the same Acquisition Proposal referred to $50 million in immediately available fundsclause (A)); provided, that for purposes of this Section 9.3(b)(iii), all references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”, then the Company shall pay to Parent the Company Termination Fee, (A) prior to such termination in the case of a termination under Sections 7.1(d) or 7.1(h) prior referred to which no Triggering Event has occurred, in clause (i) such payment shall be made only if (A) following the date of this Agreement and prior to the termination of this Agreement), a person has publicly announced a bona fide Acquisition Proposal and (B) within nine months following two (2) Business Days after such termination in the termination case of clause (ii) or (C) on the date the first of such events shall have occurred in the case of clause (iii), in each case, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. The parties hereto acknowledge and hereby agree that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion, whether or not the Company Termination Fee may be payable under more than one provision of this Agreement either a Company Acquisition (as defined below) is consummated, or the Company enters into an agreement providing for a Company Acquisition and such Company Acquisition is later consummated with the person (or another person controlling, controlled by or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period) and (ii) such payment shall be made promptly, but in no event later than two days after the consummation of such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period). Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b), and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate same or at different times and the occurrence of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreementdifferent events.

Company Payments. In the event that this Agreement is terminated by Parent or the Company, as applicable, pursuant to Sections 7.1(d), 7.1(f) or 7.1(h), the Company shall promptly, but in no event later than two days after the date of such termination, in addition to paying the Aggregate Bridge Loan Amount pursuant to the Bridge Loan, pay Parent a fee equal to $50 million in immediately available fundsfunds in an amount equal to the sum of (x) three million five hundred thousand dollars ($3,500,000.00) plus (y) the Aggregate Bridge Loan Amount (but not to exceed an additional $2,100,000.00 dollars, thereby increasing such fee due under clauses (x) and (y) to a maximum of $5,600,000) (the "TERMINATION FEE"); providedPROVIDED, that in the case of a termination under Sections Section 7.1(d) or 7.1(h) prior to which no Triggering Event has occurredoccurred or under Section 7.1(h) (and for the avoidance of doubt a termination under Section 7.1(f) shall not be construed to be a termination under Section 7.1(h), (i) such payment shall be made only if (A) following the date of this Agreement and prior to the termination of this Agreement, a person has publicly announced a bona fide an Acquisition Proposal and (B) within nine 12 months following the termination of this Agreement Agreement, either a Company Acquisition (as defined below) is consummated, or the Company enters into an agreement providing for a Company Acquisition and such Company Acquisition is later consummated with the person (or another person controlling, controlled by by, or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine12-month period) ), and (ii) such payment shall be made promptly, but in no event later than two days after the consummation of such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such ninetwelve-month period). Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b), and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement.

Company Payments. In the event that (i) If (A) this Agreement is validly terminated by Parent or the Company, as applicable, pursuant to Sections 7.1(d(x) Section 8.1(c) (provided that, at the Termination Date, the Requisite Stockholder Approval has not been obtained or Parent has the right to terminate pursuant to Section 8.1(e)), 7.1(f(y) Section 8.1(d) or 7.1(h(z) Section 8.1(e), Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $50 million in immediately available funds; provided, that in the case of a termination under Sections 7.1(d) or 7.1(h) prior to which no Triggering Event has occurred, (i) such payment shall be made only if (AB) following the date execution and delivery of this Agreement and prior to the such termination of this Agreement, a person has any Person shall have publicly announced a bona fide an Acquisition Proposal (or an Acquisition Proposal shall have otherwise become publicly known), which Acquisition Proposal has not been withdrawn publicly without qualification prior to the earlier of (I) five days prior to the Company Stockholder Meeting (as such meeting may have been adjourned or postponed in accordance with this Agreement) and (BII) within nine months following the such termination of this Agreement either a Company Agreement; and (C) within twelve months following such termination of this Agreement, (I) an Acquisition (as defined below) Transaction is consummated, or (II) the Company enters into an a definitive agreement providing for a Company the consummation of an Acquisition and such Company Acquisition is later consummated with Transaction or (III) to the person (or another person controlling, controlled by or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if extent the Company has not entered into such an a definitive agreement within such nine-month period) and (ii) such payment shall be made promptly, but in no event later than two days after providing for the consummation of such Company an Acquisition (regardless Transaction, in the case of when such consummation occurs if an Acquisition Proposal that is a tender or exchange offer, the Company has entered into Board shall have (1) approved or recommended to the Company Stockholders or (2) otherwise not opposed such an agreement within Acquisition Proposal, and in the case of this clause (III)(2), such nine-month period). Company acknowledges that Acquisition Proposal is subsequently consummated (which, for the agreements contained in this Section 7.3(b) are an integral part avoidance of the transactions contemplated by doubt, may be consummated at any time following termination of this Agreement), and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if then the Company fails to pay shall promptly (and in any event within two Business Days) after such entry into a timely manner definitive agreement or such approval or recommendation, in the amounts due pursuant to this Section 7.3(bcase of clause (II) or (III)(1), andrespectively, or consummation, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(bcase of clause (I) or (III)(2), Company shall pay to Parent its reasonable costs and expenses the Company Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. For purposes of Section 8.3(b)(i), all references to “20%” in the definition of “Acquisition Transaction” (including reasonable attorneys' fees and expensesas used in the definition of “Acquisition Proposal”) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required will be deemed to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreementreferences to “50%.”

Company Payments. In the event that this Agreement is terminated by Parent or the Company, as applicable, pursuant to Sections 7.1(b), 7.1(d), 7.1(f7.1(e) or 7.1(h7.1(g), Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $50 million 3,135,000 in immediately available fundsfunds (the "TERMINATION FEE"), less any amounts actually paid by Company to Parent pursuant to Section 7.3(a)(ii) hereof; provided, that in the case of a termination under Sections 7.1(b), 7.1(d) or 7.1(h7.1(g) prior to which no Triggering Event has occurred, (i) such payment shall be made only if (A) following the date of this Agreement and prior to the termination of this Agreement, a person has publicly announced a bona fide an Acquisition Proposal and (B) within nine months following the termination of this Agreement Agreement, either (x) a Company Acquisition (as defined below) is consummated, or the (y) Company enters into an agreement a Contract providing for a Company Acquisition and thereafter such Company Acquisition is later consummated with consummated, substantially upon the person (or another person controllingterms provided in such Contract, controlled by or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period) and (ii) such payment shall be made promptly, but in no event later than two days after the consummation of any such Company Acquisition (regardless of when or the entry by Company into any such consummation occurs if the Company has entered into such an agreement within such nine-month period)Contract. Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, the amount of, and the basis for payment of, the Termination Fee are reasonable and appropriate in all respects, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts Termination Fee due pursuant to this Section 7.3(b), and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank of America, N.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement.

Company Payments. In the event that this Agreement is terminated by Parent or the Company, as applicable, pursuant to Sections 7.1(d7.1(b), 7.1(f(d) or 7.1(h(g), the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $50 million 30,000,000 in immediately available fundsfunds (the "TERMINATION FEE"); provided, that in the case of a termination under Sections 7.1(dSection 7.1(b) or 7.1(h) prior to which no Triggering Event has occurred7.1(d), (i) such payment shall be made only if (A) following the date of this Agreement February 2, 2000 and prior to the termination of this Agreement, a person third party has publicly announced a bona fide an Acquisition Proposal and (B) within nine 15 months following the termination of this Agreement either a Company Acquisition (as defined below) is consummated, consummated or the Company enters into an agreement providing for a Company Acquisition and such Company Acquisition is later consummated with the person (or another person controlling, controlled by or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period) and (ii) such payment shall be made promptly, but in no event later than two days after the consummation of such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period)Acquisition. The Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b), and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this Agreement "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement); (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by the Company of assets representing in excess of 50% of the aggregate fair market value of the Company's business immediately prior to such sale or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. In the event that this Agreement is terminated by Parent or the Company, as applicable, pursuant to Sections 7.1(d), 7.1(f) or 7.1(h), the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $50 425 million in immediately available fundsfunds (the "Termination Fee"); provided, that in the case of a termination under Sections 7.1(d) or 7.1(h) prior to which no Triggering Event has occurred, (i) such payment shall be made only if (A) following the date of this Agreement and prior to the termination of this Agreement, a person has publicly announced a bona fide an Acquisition Proposal and (B) within nine months following the termination of this Agreement Agreement, either a Company Acquisition (as defined below) is consummated, or the Company enters into an agreement providing for a Company Acquisition and such Company Acquisition is later consummated with the person (or another person controlling, controlled by by, or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period) ), and (ii) such payment shall be made promptly, but in no event later than two days after the consummation of such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period). Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b), and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement.

Company Payments. In the event that this Agreement is terminated by Parent Buyer or the Company, as applicable, pursuant to Sections 7.1(d9.1(b), 7.1(f(d) or 7.1(h(f), the Company shall promptly, but in no event later than two days after the date of such termination, pay Parent Buyer a fee equal to the higher of (x) $50 million 2,000,000 or (y) an amount equal to the product of .05 multiplied by the number of shares of Buyer Common Stock to be issued in connection with the Merger (as determined below) multiplied by the Average Buyer Termination Price, in immediately available fundsfunds (the "Termination Fee"); provided, that in the case of a termination under Sections 7.1(dSection 9.1(b) or 7.1(h) prior to which no Triggering Event has occurred, 9.1(d): (i) such payment shall be made only if (A) following the date of this Agreement and prior to the termination of this Agreement, a person third party has publicly announced a bona fide and not withdrawn an Acquisition Proposal and (B) and, within nine twelve months following the termination of this Agreement either a Company Agreement, any Acquisition (as defined below) Transaction is consummated, consummated or the Company enters into an agreement providing for a Company an Acquisition Transaction and such Company Acquisition Transaction is later consummated with the person (or another person controlling, controlled by or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such ninetwelve-month period) ), and (ii) such payment in immediately available funds shall be made promptly, but in no event later than two days after the consummation of such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period)Transaction. The Company acknowledges that the agreements contained in this Section 7.3(b9.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent Buyer would not enter into this Agreement. Accordingly; accordingly, if the Company fails to pay in a timely manner the amounts amount due pursuant to this Section 7.3(b9.3(b), and, in order to obtain such payment, Parent Buyer makes a claim for such amount that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement.Company,

Company Payments. In (i) The Company shall pay to Parent $100,000,000.00 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days, in the event that that: (A) this Agreement is terminated (1) by Parent or the Company, as applicable, Company pursuant to Sections 7.1(d), 7.1(fSection 10.1(b) or 7.1(h), Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $50 million in immediately available funds; (provided, that in (x) each of the case Antitrust Condition, the Illegality Condition and the Government Litigation Condition is satisfied at the time of a such termination under Sections 7.1(dpursuant to Section 10.1(b) and (y) the right to terminate this Agreement pursuant to Section 10.1(b) is then available to Parent) or 7.1(h(2) prior by Parent pursuant to which no Triggering Event has occurredSection 10.1(d) (provided, that there shall not have occurred a breach, violation or inaccuracy of the type that would entitle the Company to terminate this Agreement pursuant to Section 10.1(c), without regard to the notice and lapse of time requirements set forth therein); and (i) such payment shall be made only if (AB) following the date execution and delivery of this Agreement and prior to the termination of this AgreementAgreement under any of the circumstances described in clause (A) above, a person has an Acquisition Proposal that is an offer or proposal shall have been publicly announced a bona fide Acquisition Proposal or shall have become publicly disclosed; and (BC) within nine months three-hundred and sixty five (365) days following the termination of this Agreement either a Company Acquisition under any of the circumstances described in clause (as defined belowA) is consummatedabove, or the Company enters into an a legally binding definitive agreement providing for for, or consummates, a Company Competing Acquisition and Transaction (whether or not such Company Competing Acquisition Transaction is later consummated with respect to the person Acquisition Proposal referenced in the preceding clause (or another person controllingB)). For purposes of the foregoing, controlled by or under common control with, such person) with whom such agreement was entered into a “Competing Acquisition Transaction” shall have the same meaning as an “Acquisition Transaction” except that all references therein to “more than twenty percent (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period) and (ii) such payment 20%)” shall be made promptly, but in no event later than two days after the consummation of such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period). Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b), and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required deemed to be made. Payment of references to “a majority,” and the fees described in this Section 7.3(b) reference therein to “eighty percent (80%)” shall not be in lieu of damages incurred in the event of breach of this Agreementdeemed to be a reference to “fifty percent (50%)”.

Company Payments. In the event that this Agreement is terminated by Parent or the Company, as applicable, pursuant to Sections 7.1(d), 7.1(f) or 7.1(h), the Company shall promptly, but in no event later than two days after the date of such termination, in addition to paying the Aggregate Bridge Loan Amount pursuant to the Bridge Loan, pay Parent a fee equal to $50 million in immediately available fundsfunds in an amount equal to the sum of (x) three million five hundred thousand dollars ($3,500,000.00) plus (y) the Aggregate Bridge Loan Amount (but not to exceed an additional $2,100,000.00 dollars, thereby increasing such fee due under clauses (x) and (y) to a maximum of $5,600,000) (the "TERMINATION FEE"); provided, that in the case of a termination under Sections Section 7.1(d) or 7.1(h) prior to which no Triggering Event has occurredoccurred or under Section 7.1(h) (and for the avoidance of doubt a termination under Section 7.1(f) shall not be construed to be a termination under Section 7.1(h), (i) such payment shall be made only if (A) following the date of this Agreement and prior to the termination of this Agreement, a person has publicly announced a bona fide an Acquisition Proposal and (B) within nine 12 months following the termination of this Agreement Agreement, either a Company Acquisition (as defined below) is consummated, or the Company -79- 86 enters into an agreement providing for a Company Acquisition and such Company Acquisition is later consummated with the person (or another person controlling, controlled by by, or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine12-month period) ), and (ii) such payment shall be made promptly, but in no event later than two days after the consummation of such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such ninetwelve-month period). Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b), and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement.