ITS RIGHTS AND OBLIGATIONS HEREUNDER, THE BOARD OF DIRECTORS
OF THE COMPANY AND THE BOARD OF DIRECTORS OF PARENT.
SECTION 18.
SPECIFIED SHAREHOLDER
OBLIGATIONS.
(A)
MESSRS. JOSEPH WEIDERMAN AND THEODORE
SCHWARTZ HEREBY WAIVE AND RELEASE ALL RIGHTS, PAYMENTS OR OTHER BENEFITS WHICH
MAY BE PAYABLE TO THEM IN CONNECTION WITH OR AS A RESULT OF THE CONSUMMATION OF
THE OFFER OR MERGER, IN ANY WAY RELATED TO THEIR
10
RESPECTIVE ROLES AS EMPLOYEES AND DIRECTORS OF THE COMPANY OR ITS SUBSIDIARIES,
INCLUDING WITHOUT LIMITATION, UNDER THE CHANGE OF CONTROL AGREEMENTS, DATED
JANUARY 1, 2001, BY AND BETWEEN THE COMPANY AND EACH OF JOSEPH WEIDERMAN AND
THEODORE SCHWARTZ, OR ANY OTHER CHANGE IN CONTROL AGREEMENTS, SEVERANCE
AGREEMENTS, EMPLOYMENT AGREEMENTS AND OTHER AGREEMENTS.
MESSRS. JOSEPH
WEIDERMAN AND THEODORE SCHWARTZ EXPRESSLY ACKNOWLEDGE THAT THE ONLY PAYMENTS,
BENEFITS OR OTHER COMPENSATION THAT MAY BE PAYABLE TO THEM BY ANY OF PARENT,
PURCHASER, THE COMPANY OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES IN CONNECTION
WITH OR AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THE THIS AGREEMENT OR
THE MERGER AGREEMENT, IS THE COMMON STOCK PRICE IN THE OFFER, THE MERGER
CONSIDERATION IN THE MERGER OR THE EXERCISE PRICE UPON EXERCISE OF THE PURCHASE
OPTION, AS APPLICABLE, EXCEPT FOR MISCELLANEOUS BENEFITS GRANTED TO OR CONFERRED
UPON EITHER OF THEM BY THE COMPANY AFTER THE DATE OF THIS AGREEMENT AND PRIOR TO
THE EFFECTIVE TIME THAT WILL NOT EXCEED $25,000 IN THE AGGREGATE FOR EACH
INDIVIDUAL.
(B)
IN ORDER TO INDUCE PARENT AND PURCHASER TO
ENTER INTO THIS AGREEMENT AND THE MERGER AGREEMENT AND TO CONSUMMATE THE
TRANSACTIONS RELATING TO THE OPTIONS CONTEMPLATED BY THE MERGER AGREEMENT,
IMMEDIATELY PRIOR TO (AND SUBJECT TO) THE ACCEPTANCE OF ANY SHARES OF COMPANY
COMMON STOCK FOR PAYMENT BY PURCHASER OR PARENT UNDER THE OFFER, OR WITH RESPECT
TO A GIVEN SPECIFIED SHAREHOLDER (AS DEFINED BELOW), CONCURRENTLY WITH
PURCHASER'S EXERCISE OF THE PURCHASE OPTION WITH RESPECT TO SHARES HELD BY SUCH
SPECIFIED SHAREHOLDER, THE SHAREHOLDERS LISTED ON SCHEDULE B HERETO (THE
"SPECIFIED SHAREHOLDERS") SHALL BE OBLIGATED TO MAKE THE PAYMENTS (THE
"INCENTIVE PAYMENTS") TO PARENT AS SET FORTH ON SCHEDULE B HERETO.
PURCHASER IS
HEREBY AUTHORIZED TO REDUCE THE CASH PAYMENT TO BE MADE TO THE SPECIFIED
SHAREHOLDERS BY THE AMOUNT OF THEIR RESPECTIVE INCENTIVE PAYMENTS.
IF PARENT OR
PURCHASER SHALL FAIL TO PURCHASE ANY SHARES VALIDLY TENDERED AND NOT WITHDRAWN
IN THE OFFER BY A SPECIFIED SHAREHOLDER, IN ACCORDANCE WITH THE TERMS OF THE
OFFER DOCUMENTS AND APPLICABLE LAW, OR IF NOT SO TENDERED, IF PURCHASER SHALL
FAIL TO CONSUMMATE THE MERGER AND THE MERGER AGREEMENT SHALL TERMINATE,
PURCHASER SHALL BE OBLIGATED TO REFUND TO ANY SPECIFIED SHAREHOLDER ANY SUCH
INCENTIVE PAYMENTS THAT WERE ACTUALLY MADE BY SUCH SPECIFIED SHAREHOLDER (EXCEPT
TO THE EXTENT SUCH INCENTIVE PAYMENT IS PAID IN CONNECTION WITH THE EXERCISE OF
THE PURCHASE OPTION).
(I)
THE PARTIES HERETO INTEND FOR THE
INCENTIVE PAYMENTS TO BE TREATED AS A REDUCTION IN THE CASH PAYMENTS PAYABLE FOR
SUCH SHAREHOLDER'S OPTIONS IN ACCORDANCE WITH SECTION 2.10 OF