Common use of Change of Control And Ownership Clause in Contracts

Change of Control And Ownership. In the event that (i) Executive's employment with the Company is terminated by the Company other than in accordance with Sections 5(a), (b), or (c) hereof during the Employment Period and (ii) such termination occurs after a Change in Control (as defined hereinbelow), Company shall pay Executive a cash bonus ("Severance Payment") in an amount equal to Executive's Average Annual Compensation (as defined hereinbelow), multiplied by a factor of 2.99, provided, however, that in no event shall the amount due and payable hereunder constitute a "Parachute Payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended. In the event that any portion of the Severance Payment would be deemed a Parachute Payment, the amount of the Severance Payment shall be reduced only to the extent necessary to eliminate any such treatment or characterization.