Amendment to Section 5(b). Section 5(b) is hereby amended and restated in its entirety as follows:
Amendment to Section 5(b). Section 5(b) of the Employment Agreement is hereby amended and the following sentence is added after the last sentence of Section 5(b): “Notwithstanding anything to the contrary herein, if any of the payments and benefits provided for in this Section 5(b) constitute non-qualified deferred compensation subject to Section 409A and the sixty (60) day period in which you must execute the release begins in one calendar year and ends in another, the payments and benefits provided for in this Section 5(b) shall commence, be made or become effective in the later calendar year.”
Amendment to Section 5(b). Section 5B of the original Agreement is hereby amended by deleting such section in its entirety and substituting in its place the following:
B. If, following a Change of Control, this Agreement terminates for the reasons set forth in sub-sections 4E(6), 4F or 4G of this Agreement, then the Company shall pay You a separation payment equal to twelve (12) months Base Salary in effect as of the date of termination, payable over a period of twelve (12) months in accordance with the Company’s normal payroll practices (or at the election of the Company, payable as a lump sum payment), and any prorated Bonus payments (to the extent earned by You prior to Your termination date). However, notwithstanding the forgoing, if the aggregate amounts payable to You pursuant to this Section 5B, together with any other payments made to You or on Your behalf by the Company as a result of such Change of Control, would cause You to receive aggregate “parachute payments” (as defined in Section 280G(b)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”)) exceeding three (3) times Your “base amount” (as defined in Section 280G(b)(3) of the Code), then the aggregate amounts payable to You pursuant to this Section 5B shall be reduced until Your aggregate “parachute payments” do not exceed three (3) times Your “base amount.” ”
Amendment to Section 5(b). Section 5(b) of the Agreement is hereby deleted in its entirety.
Amendment to Section 5(b). As of the First Amendment Effective Date, Licensee shall no longer be obligated to pay the Managed Service Fees pursuant to Section 5(b) of the Agreement; provided that, all Managed Service Fees owed to Licensor prior to the First Amendment Effective Date shall be paid in full.
Amendment to Section 5(b). Section 5(B) of the Agreement is hereby deleted in its entirety and replaced with the following new Section 5(B):
5.B. If the Director Agreement terminates for any reason (other than a reason that would constitute a “For Cause” termination as defined in Section 4(D)(1-5) of this Agreement), then the Companies will pay You, in a lump sum cash payment no later than thirty (30) days following the date of such termination, an amount equal to (i) the Monthly Fee (as defined in Section 5(a) of the Director Agreement, multiplied by (ii) the number of months (including any fractional month) remaining in the Restriction Period following the date of such termination. The separation payments set forth in Sections 5(B)(i) are subject to all applicable withholdings permitted under Section 7(b) of the Director Agreement. The Companies’ obligation to make the Separation Payments set forth in this Section 5(B) above will terminate immediately upon any breach by You of any post-termination obligations to which You are subject, including, but not limited to, Your obligation to comply with the restrictive covenants set forth in Section 6(D) below. Your entitlement to receive separation payments and/or benefits under Section 5(B) above shall not obligate You to seek other employment or take any other action by way of mitigation of the amounts payable to You under Section 5(B) above, and such amounts shall not be reduced, regardless of whether You obtain other employment or become self-employed. Notwithstanding any provisions of this Agreement to the contrary, in the event of a “change in the ownership of,” a “change in the effective control of,” or a “change in the ownership of a substantial portion of,” the Company (within the meaning of Treas. Reg. §§1.280G-1, Q&A-27, -28 or -29) (a “280G Change of Control”), if You are a “disqualified individual” (within the meaning of Treas. Reg. §1.280G-1, Q&A-15) with respect to the Company and such 280G Change of Control, then You hereby irrevocably waive and forfeit any and all of Your rights or entitlements to receive any portion of any “parachute payments” (as defined in Code §280G(b)(2)) (the “280G Payments”) which You would receive or to which You would otherwise be entitled pursuant to this Agreement or any other agreements or documents governing any of such 280G Payments to the extent that, if such 280G Payments occurred, they would cause You to receive an “excess parachute payment (within the meaning of Code §280G(b)(1)). It is...
Amendment to Section 5(b). The words “nine-month period” in each of the first and second sentences of Section 5(b) of the 2005 Agreement shall be replaced with the words “12-month period”.
Amendment to Section 5(b). The following language shall be added to the bottom of Section 5.2(b): “Executive shall be entitled to receive an additional bonus in the amount of $100,000.00, payable upon the earlier of the date (i) the Company’s stock has traded at or above book value for a period of twenty (20) consecutive days or (ii) an individual or entity purchases all or substantially all of the Company’s stock or assets for a price that is equal to or greater than book value. In the event that neither event referenced in (i) or (ii) above occurs during the Employment Term, Executive shall not be entitled to any bonus under this provision.” The remainder of the provisions set forth under Section 5(b) of the Employment Agreement shall remain unchanged and in full force and effect.
Amendment to Section 5(b). Section 5(b) of the Security Agreement is amended by inserting the following phrase immediately prior to the period at the end of the second sentence of such Section: "or a violation of the Investment Company Act"
Amendment to Section 5(b). The first sentence of Section 5(b) is hereby amended and restated to add the phrase “payable on or before March 15th of the calendar year following the calendar year to which an applicable bonus relates” to the end of such sentence.
