Common use of Compensation Upon Change in Control Clause in Contracts

Compensation Upon Change in Control. a. For purposes of this Agreement, a "Change in Control" of Employer shall be deemed to have occurred at such time as: i. any "person" (as the term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting securities of Employer representing more than 50% of Employer's outstanding voting securities or rights to acquire such securities except for any voting securities issued or purchased under any employee benefit plan of Employer or its subsidiaries; or ii. individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by Employer's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (ii), considered as though he were a member of the Incumbent Board; or iii. a plan of reorganization, merger, consolidation, sale of all or substantially all of the assets of Employer or similar transaction occurs or is effectuated in which Employer is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon receipt of all required regulatory approvals not including the lapse of any required waiting periods; or iv. the Board determines in its sole discretion that a Change in Control has occurred. EXECUTION COPY

Compensation Upon Change in Control. a. For purposes of this Agreement, a "Change in Control" of Employer shall be deemed to have occurred at such time as: i. any "person" (as the term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting securities of Employer representing more than 50% of Employer's outstanding voting securities or rights to acquire such securities except for any voting securities issued or purchased under any employee benefit plan of Employer or its subsidiaries; or ii. individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by Employer's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (ii), considered as though he were a member of the Incumbent Board; or iii. a plan of reorganization, merger, consolidation, sale of all or substantially all of the assets of Employer or similar transaction occurs or is effectuated in which Employer is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon receipt of all required regulatory approvals not including the lapse of any required waiting periods; or iv. the Board determines in its sole discretion that a Change in Control has occurred. EXECUTION COPY.