Common use of Change of Control, Change in Responsibilities Clause in Contracts

Change of Control, Change in Responsibilities. Upon the occurrence of both of the following events: (a) The dissolution or liquidation of the Company, or a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the owners or all of the outstanding shares of Common Stock immediately prior to such reorganization, merger or consolidation own in the aggregate, directly and indirectly, less than 50% of the outstanding shares of Common Stock of the Company or any other entity into which the Company shall be merged or consolidated immediately following the consummation thereof, or the sale, transfer or other disposition of all or substantially all of the assets or more than 50% of the Employee's Initials: JL ------------------- 7 then outstanding shares of Common Stock of the Company in a single transaction or series of related transactions (a "Change in Control"); and (b) Within one (1) year of such Change in Control there is a termination of employment without cause or a material diminution of or change in Employee's responsibilities or duties, Employee may elect, in writing, within ninety (90) days following the occurrence of such events, to terminate this Agreement and his employment with the Company will terminate, effective thirty (30) days after the Company's receipt of such notice. In such event Employee shall be deemed to have been terminated by the Company other than for Cause and all amounts payable to Employee pursuant to Section 8.03 shall become immediately due and payable. A Change in Control of the Company shall not be deemed to occur by reason of any public offering of the Common Stock of the Company. Notwithstanding any other provision contained in this Agreement, if the aggregate of the payments provided for in this Agreement which result from Employee's election to terminate his employment under this Section 9 and the other payments and benefits which the Employee has the right to receive from the Company as a result thereof (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), the Employee shall receive, instead of the Total Payments, an increased amount (the "Gross Up Total") equal to the product of (x) the Total Payments and (y) a fraction, the numerator of which is 1 and the denominator of which is 1 minus the maximum effective combined tax rate with respect to all federal, state, and local income taxes payable by the Employee under Code Section 4999 (the "Excise Taxes"). It is the intention of this provision that the Gross Up Total minus the Excise Taxes shall equal the Total Payments and this provision shall be read and interpreted accordingly. Except as expressly contemplated by this Agreement, or in any other agreement referred to in Section 5 hereof, no merger, reorganization, recapitalization, sale of stock, sale of assets or other change in the capital structure of the Company or in the identity of the legal or beneficial owners of the Company shall affect the rights or obligations of the Company or Employee hereunder.

Change of Control, Change in Responsibilities. Upon the occurrence of both of the following events:: ---- (a) The dissolution or liquidation of the Company, or a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the owners or all of the outstanding shares of Common Stock immediately prior to such reorganization, merger or consolidation own in the aggregate, directly and indirectly, less than 50% of the outstanding shares of Common Stock of the Company or any other entity into which the Company shall be merged or consolidated immediately following the consummation thereof, or the sale, transfer or other disposition of all or substantially all of the assets or more than 50% of the Employee's Initials: JL ------------------- 7 then outstanding shares of Common Stock of the Company in a single transaction or series of related transactions (a "Change in Control"); and (b) Within one (1) year of such Change in Control there is a termination of employment without cause or a material diminution of or change in Employee's responsibilities responsibilities, duties or dutiestitle, Employee may elect, in writing, within ninety (90) days following the occurrence of such events, to terminate this Agreement and his employment with the Company will terminate, effective thirty (30) days after the Company's receipt of such notice. In such event Employee shall be deemed to have been terminated by the Company other than for Cause and all amounts payable to Employee pursuant to Section 8.03 shall become immediately due and payable. A Change in Control of the Company shall not be deemed to occur by reason of any public offering of the Common Stock of the Company. Notwithstanding any other provision contained in this Agreement, if the aggregate of the payments provided for in this Agreement which result from Employee's election to terminate his employment under this Section 9 and the other payments and benefits which the Employee has the right to receive from the Company as a result thereof (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), the Employee shall receive, instead of the Total Payments, an increased amount (the "Gross Up Total") equal to the product of (x) the Total Payments and (y) a fraction, the numerator of which is 1 and the denominator of which is 1 minus the maximum effective combined tax rate with respect to all federal, state, and local income taxes payable by the Employee under Code Section 4999 (the "Excise Taxes"). It is the intention of this provision that the Gross Up Employee's Initials: FJB -------------------- Total minus the Excise Taxes shall equal the Total Payments and this provision shall be read and interpreted accordingly. Except as expressly contemplated by this Agreement, or in any other agreement referred to in Section 5 hereof, no merger, reorganization, recapitalization, sale of stock, sale of assets or other change in the capital structure of the Company or in the identity of the legal or beneficial owners of the Company shall affect the rights or obligations of the Company or Employee hereunder.

Change of Control, Change in Responsibilities. Upon the occurrence of both of the following events:: ---- (a) The dissolution or liquidation of the Company, or a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the owners or all of the outstanding shares of Common Stock immediately prior to such reorganization, merger or consolidation own in the aggregate, directly and indirectly, less than 50% of the outstanding shares of Common Stock of the Company or any other entity into which the Company shall be merged or consolidated immediately following the consummation thereof, or the sale, transfer or other disposition of all or substantially all of the assets or more than 50% of the Employee's Initials: JL ------------------- 7 then outstanding shares of Common Stock of the Company in a single transaction or series of related transactions (a "Change in Control"); and (b) Within one (1) year of such Change in Control there is a termination of employment without cause or a material diminution of or change in Employee's responsibilities responsibilities, duties or dutiestitle, Employee may elect, in writing, within ninety (90) days following the occurrence of such events, to terminate this Agreement and his employment with the Company will terminate, effective thirty (30) days after the Company's receipt of such notice. In such event Employee shall be deemed to have been terminated by the Company other than for Cause and all amounts payable to Employee pursuant to Section 8.03 shall become immediately due and payable. A Change in Control of the Company shall not be deemed to occur by reason of any public offering of the Common Stock of the Company. Notwithstanding any other provision contained in this Agreement, if the aggregate of the payments provided for in this Agreement which result from Employee's election to terminate his employment under this Section 9 and the other payments and benefits which the Employee has the right to receive from the Company as a result thereof (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), the Employee shall receive, instead of the Total Payments, an increased amount (the "Gross Up Total") equal to the product of (x) the Total Payments and (y) a fraction, the numerator of which is 1 and the denominator of which is 1 minus the maximum effective combined tax rate with respect to all federal, state, and local income taxes payable by the Employee under Code Section 4999 (the "Excise Taxes"). It is the intention of this provision that the Gross Up Employee's Initials: DRH -------------------- Total minus the Excise Taxes shall equal the Total Payments and this provision shall be read and interpreted accordingly. Except as expressly contemplated by this Agreement, or in any other agreement referred to in Section 5 hereof, no merger, reorganization, recapitalization, sale of stock, sale of assets or other change in the capital structure of the Company or in the identity of the legal or beneficial owners of the Company shall affect the rights or obligations of the Company or Employee hereunder.

Change of Control, Change in Responsibilities. Upon the occurrence of both of the following events:: ---- (a) The dissolution or liquidation of the Company, or a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the owners or all of the outstanding shares of Common Stock immediately prior to such reorganization, merger or consolidation own in the aggregate, directly Employee's Initials: HGM -------------------- and indirectly, less than 50% of the outstanding shares of Common Stock of the Company or any other entity into which the Company shall be merged or consolidated immediately following the consummation thereof, or the sale, transfer or other disposition of all or substantially all of the assets or more than 50% of the Employee's Initials: JL ------------------- 7 then outstanding shares of Common Stock of the Company in a single transaction or series of related transactions (a "Change in Control"); and (b) Within one (1) year of such Change in Control there is a termination of employment without cause or a material diminution of or change in Employee's responsibilities or duties, Employee may elect, in writing, within ninety (90) days following the occurrence of such events, to terminate this Agreement and his her employment with the Company will terminate, effective thirty (30) days after the Company's receipt of such notice. In such event Employee shall be deemed to have been terminated by the Company other than for Cause and all amounts payable to Employee pursuant to Section 8.03 shall become immediately due and payable. A Change in Control of the Company shall not be deemed to occur by reason of any public offering of the Common Stock of the Company. Notwithstanding any other provision contained in this Agreement, if the aggregate of the payments provided for in this Agreement which result from Employee's election to terminate his her employment under this Section 9 and the other payments and benefits which the Employee has the right to receive from the Company as a result thereof (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), the Employee shall receive, instead of the Total Payments, an increased amount (the "Gross Up Total") equal to the product of (x) the Total Payments and (y) a fraction, the numerator of which is 1 and the denominator of which is 1 minus the maximum effective combined tax rate with respect to all federal, state, and local income taxes payable by the Employee under Code Section 4999 (the "Excise Taxes"). It is the intention of this provision that the Gross Up Total minus the Excise Taxes shall equal the Total Payments and this provision shall be read and interpreted accordingly. Except as expressly contemplated by this Agreement, or in any other agreement referred to in Section 5 hereof, no merger, reorganization, recapitalization, sale of stock, sale of assets or other change in the capital structure of the Company or in the identity of the legal or beneficial owners of the Company shall affect the rights or obligations of the Company or Employee hereunder.

Change of Control, Change in Responsibilities. Upon the occurrence of both of the following events:: ---- (a) The dissolution or liquidation of the Company, or a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the owners or all of the outstanding shares of Common Stock immediately prior to such reorganization, merger or consolidation own in the aggregate, directly Employee's Initials: GJW -------------------- and indirectly, less than 50% of the outstanding shares of Common Stock of the Company or any other entity into which the Company shall be merged or consolidated immediately following the consummation thereof, or the sale, transfer or other disposition of all or substantially all of the assets or more than 50% of the Employee's Initials: JL ------------------- 7 then outstanding shares of Common Stock of the Company in a single transaction or series of related transactions (a "Change in Control"); and (b) Within one (1) year of such Change in Control there is a termination of employment without cause or a material diminution of or change in Employee's responsibilities or duties, Employee may elect, in writing, within ninety (90) days following the occurrence of such events, to terminate this Agreement and his employment with the Company will terminate, effective thirty (30) days after the Company's receipt of such notice. In such event Employee shall be deemed to have been terminated by the Company other than for Cause and all amounts payable to Employee pursuant to Section 8.03 shall become immediately due and payable. A Change in Control of the Company shall not be deemed to occur by reason of any public offering of the Common Stock of the Company. Notwithstanding any other provision contained in this Agreement, if the aggregate of the payments provided for in this Agreement which result from Employee's election to terminate his employment under this Section 9 and the other payments and benefits which the Employee has the right to receive from the Company as a result thereof (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), the Employee shall receive, instead of the Total Payments, an increased amount (the "Gross Up Total") equal to the product of (x) the Total Payments and (y) a fraction, the numerator of which is 1 and the denominator of which is 1 minus the maximum effective combined tax rate with respect to all federal, state, and local income taxes payable by the Employee under Code Section 4999 (the "Excise Taxes"). It is the intention of this provision that the Gross Up Total minus the Excise Taxes shall equal the Total Payments and this provision shall be read and interpreted accordingly. Except as expressly contemplated by this Agreement, or in any other agreement referred to in Section 5 hereof, no merger, reorganization, recapitalization, sale of stock, sale of assets or other change in the capital structure of the Company or in the identity of the legal or beneficial owners of the Company shall affect the rights or obligations of the Company or Employee hereunder.