Common use of Change of Control Payment Clause in Contracts

Change of Control Payment. In the event of a Change of Control ------------------------- Termination, the following provisions shall apply: 6.2.1 In the event of a Change of Control Termination as defined in Section 6.1.2, without further action by the Board, the Company shall, within fifteen (15) days of such termination, make a lump sum payment to the Executive, equal to 12 month's Base Salary. 6.2.2 In addition to the amounts paid pursuant to Section 6.2.1 the Company shall pay to the Executive an amount equal to one time[s] what the Executive would have received in incentive plan bonus for the year in which termination occurs based on the Company's actual performance during the fiscal year in which the termination occurred and on the assumption that the Executive achieved Executive's "target" personal goals and remained continuously employed for the full fiscal year. The amount provided by this Section 6.2.2 shall be earned and payable on the date that is fifteen (15) days after the date Executive would have been paid an annual incentive bonus had he remained with the Company for the fiscal year in which termination occurs. 6.2.3 Notwithstanding anything in this Agreement to the contrary, in the event any of the payments to the Executive under this Agreement would constitute an excess parachute payment pursuant to Section 280G of the Internal Revenue Code, the amount payable pursuant to Section 6.2.2 shall be reduced by the minimum amount necessary such that none of the compensation payable to Executive as a result of a Change of Control shall constitute an excess parachute payment.

Change of Control Payment. In the event of a Change of Control ------------------------- Termination, the following provisions shall apply: 6.2.1 In the event of a Change of Control Termination as defined in Section 6.1.2, without further action by the Board, the Company shall, within fifteen (15) days of such termination, make a lump sum payment to the Executive, equal to 12 24 month's Base Salary. 6.2.2 In addition to the amounts paid pursuant to Section 6.2.1 the Company shall pay to the Executive an amount equal to one two time[s] what the Executive would have received in incentive plan bonus for the year in which termination occurs based on the Company's actual performance during the fiscal year in which the termination occurred and on the assumption that the Executive achieved Executive's "target" personal goals and remained continuously employed for the full fiscal year. The amount provided by this Section 6.2.2 shall be earned and payable on the date that is fifteen (15) days after the date Executive would have been paid an annual incentive bonus had he remained with the Company for the fiscal year in which termination occurs. 6.2.3 Notwithstanding anything in this Agreement to the contrary, in the event any of the payments to the Executive under this Agreement would constitute an excess parachute payment pursuant to Section 280G of the Internal Revenue Code, the amount payable pursuant to Section 6.2.2 shall be reduced by the minimum amount necessary such that none of the compensation payable to Executive as a result of a Change of Control shall constitute an excess parachute payment.

Change of Control Payment. In the event of a Change of Control ------------------------- Termination, the following provisions shall apply: 6.2.1 In the event of a Change of Control Termination as defined in Section 6.1.2, without further action by the Board, the Company shall, within fifteen (15) days of such termination, make a lump sum payment to the Executive, equal to 12 month's Base Salary. 6.2.2 In addition to the amounts paid pursuant to Section 6.2.1 the Company shall pay to the Executive an amount equal to one time[s] time what the Executive would have received in incentive plan bonus for the year in which termination occurs based on the Company's actual performance during the fiscal year in which the termination occurred and on the assumption that the Executive achieved Executive's "target" personal goals and remained continuously employed for the full fiscal year. The amount provided by this Section 6.2.2 shall be earned and payable on the date that is fifteen (15) days after the date Executive would have been paid an annual incentive bonus had he remained with the Company for the fiscal year in which termination occurs. 6.2.3 Notwithstanding anything in this Agreement to the contrary, in the event any of the payments to the Executive under this Agreement would constitute an excess parachute payment pursuant to Section 280G of the Internal Revenue Code, the amount payable pursuant to Section 6.2.2 shall be reduced by the minimum amount necessary such that none of the compensation payable to Executive as a result of a Change of Control shall constitute an excess parachute payment.