CA (CA)

(b)           Subject to the limitations set forth below, the Company agrees to pay Parent a fee of $11 million (the “Termination Fee”) and shall pay all of the charges and expenses of Parent actually incurred prior to termination relating to the transactions contemplated by this Agreement (including, but not limited to, reasonable fees and expenses of Parent’s counsel, accountants and financial advisors, but excluding any discretionary fees paid to such financial advisors) up to a maximum amount of $1 million (the “Expenses”), in each case payable by wire transfer in immediately available funds in the event this Agreement is terminated:

(i)            (A) by Parent or the Company as permitted by Section 9.2(a) or (b), (B) after the date of this Agreement and prior to the Company Meeting, an Acquisition Proposal was made to the Company or publicly disclosed and not publicly withdrawn in good faith and without qualification prior to, with respect to any termination pursuant to Section 9.2(a), the date of such termination and, with respect to any termination pursuant to Section 9.2(b), the tenth (10^th) Business Day prior to the date of the Company Meeting and (C) within twelve (12) months of such termination the Company or any of its Subsidiaries shall have entered into an Alternative Acquisition Agreement (other than a confidentiality agreement), or shall have consummated or shall have approved or recommended to the Company’s stockholders or otherwise not opposed, an Acquisition Proposal; provided, however, that for purposes of this Agreement, an Acquisition Proposal shall not be deemed to have been “publicly withdrawn” by any Person if, within twelve (12) months of such termination, the Company or any of its Subsidiaries shall have entered into an Alternative Acquisition Agreement (other than a confidentiality agreement), or shall have consummated, an Acquisition Proposal made by or on behalf of such Person or any of its Affiliates;

(ii)           by the Company (A) pursuant to Section 9.2(b) and, on or prior to the date of the Company Meeting, any event giving rise to Parent’s right of termination under Section 9.4(a) shall have occurred or failed to occur, or (B) pursuant to Section 9.3(a); or

(iii)          by Parent pursuant to Section 9.4(a).

If the Agreement is terminated, the Termination Fee shall be paid by the Company no later than:  (x) in the case of clause (i) above, two (2) Business Days after the first to occur of the execution of an Alternative Acquisition Agreement (other than a confidentiality agreement), approval or recommendation to the Company’s stockholders of an Acquisition Proposal, failure to oppose an Acquisition Proposal or the consummation of the Acquisition Proposal; (y) in the case of clause (ii) above, at the time of termination of this Agreement; and (z) in the case of clause (iii) above, two (2) Business Days after termination of this Agreement.  The Expenses shall be paid to Parent within two (2) Business Days after demand therefor and delivery to the Company of reasonable documentation therefor following the occurrence of the termination event giving rise to the Termination Fee payment obligation described in this Section 9.5(b).  Except in the case of willful or intentional breach of this Agreement by the Company, payment of the Termination Fee and Expenses shall be the sole and exclusive remedy of Parent under this Agreement.  The Company acknowledges that the agreements contained in

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this Section 9.5(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement.  If the Company fails to pay both the Termination Fee and Expenses in accordance with this Section 9.5(b) and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the Termination Fee and/or Expenses, as the case may be, the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such suit, together with interest on the amount of the Termination Fee and/or Expenses, from the date such payment was required to be made until the date of payment at the prime rate of Citibank in effect on the date such payment was required to be made, after delivery to the Company of reasonable documentation evidencing such costs and expenses.