Amendment to Section 5(a). Section 5(a) of the Employment Agreement shall be deleted in its entirety and replaced with the following:
Amendment to Section 5(a). As of the Effective Date, Section 5(a) of the Consulting Agreement shall be deleted in its entirety and replaced with the following:
Amendment to Section 5(a). Section 5.a of the Existing Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Section 5(a). Section 5(a) shall be deemed to have been deleted and the following section shall be deemed to have been inserted in its place:
Amendment to Section 5(a). The second sentence of Section 5(a) is hereby amended and restated as follows: “This Agreement shall commence on the date hereof and remain in effect, unless this Agreement is terminated by either party hereto, or extended by the written agreement of both parties hereto, until December 31, 2002.”
Amendment to Section 5(a). Section 5(a) of the Agreement is hereby amended by deleting the reference to “by the Proposal Deadline” and inserting in lieu thereof a reference to “during the Proposal Period”.
Amendment to Section 5(a). The introductory language to Section 5(a)(A) shall be replaced in its entirety with the following:
Amendment to Section 5(a). Section 5(a) is hereby amended by adding the following sentence immediately after the penultimate sentence of such section: “Notwithstanding the foregoing, in the event that the 162(m) Conditions exist, the formula for calculating the prorated ICP award for the calendar year of Termination set forth in the immediately preceding sentence shall be replaced by a reference to Executive’s Adjusted Prior Year ICP Standard, which shall be subject to the same terms and conditions regarding proration and timing of payment as set forth in the immediately preceding sentence.”
Amendment to Section 5(a). The first three sentences of Section 5(a) of the 2005 Agreement shall be deleted in their entirety and replaced with the following: If Executive voluntarily terminates his employment under this Agreement prior to the expiration date of the applicable Term, other than pursuant to Section 5(f) (Change of Control), then Employer shall only be required to pay Executive such Base Salary, accrued vacation and unpaid expenses as shall have accrued through the effective date of such termination and the Signing Bonus (to the extent not previously paid), and Employer shall not be obligated to pay any Performance Bonus for the then current fiscal year of Employer, or have any further obligations to Executive. Executive shall provide Employer a 30-day notice prior to such voluntary termination. If the Term expires (including after any Automatic Extension) as the result of Employer delivering notice under Section 1 of Employer’s desire not to extend the Term, then Employer shall continue to pay Executive his Base Salary for the 12-month period following such expiration of the Term, together with accrued vacation and unpaid expenses as shall have accrued through the expiration date of the Term and the Signing Bonus (to the extent not previously paid). If the Term expires (including after any Automatic Extension) as the result of Executive delivering notice under Section 1 of Executive’s desire not to extend the Term, then Employer shall only be required to pay Executive such Base Salary, accrued vacation and unpaid expenses as shall have accrued through the effective date of such termination and the Signing Bonus (to the extent not previously paid). If the Term expires (including after any Automatic Extension), regardless of whether as the result of Executive or Employer delivering notice under Section 1 of his or its desire not to extend the Term, Employer shall be obligated to pay the Performance Bonus (as determined by Section 3 above), if any, for the then current fiscal year of Employer.
Amendment to Section 5(a). The introductory language to Section 5(a)(1) shall be replaced in its entirety with the following: “the Company shall pay to the Executive, in a lump sum in cash within 30 days after the Date of Termination, (provided, however, that no amount shall be paid pursuant to this Subsection 5(a)(1) after March 15 of the year following the first anniversary of a Change of Control), the aggregate of the following amount:”
