Common use of Compensation Upon Change of Control Clause in Contracts

Compensation Upon Change of Control. (i) If Executive gives the Notice of Intention described in Section 4(c), or if the Company terminates Executive's employment within one (1) year after a Change of Control other than pursuant to Section 7.2(b) hereof, the Company shall pay Executive a lump sum amount equal to three times Executive's base amount (as defined by Section 280(G) of the Internal Revenue Code of 1986, as amended (the "Code")) less one dollar ($1.00). In addition to the foregoing, the Company will continue to provide, for a period of three years from the effective date of Executive's termination, medical, life, dental and disability insurance coverage to Executive of the type and amount provided to Executive under the Company's insurance policies as in effect at the time of termination; provided, however, that if such coverage does not continue to be maintained by the Company or is otherwise not available to Executive, the Company shall provide for or make available to Executive substantially similar economic benefits; provided, however, that nothing in this subsection (i) shall obligate the Company to provide for or make any such similar economic benefits available to Executive if the Company does not have such benefits available to its other executive officers. (ii) Payment of the amount set forth in Section 4(d)(i) shall terminate Executive's rights to receive any and all other payments, rights or benefits pursuant to Sections 3, 6 and 7 of this Agreement from the date of termination, other than any payments, rights or benefits arising (x) pursuant to Section 15.6 of this Agreement, or (y) from any other agreement, plan or policy which by its terms or by operation of law provides for the continuation of such payments, rights or benefits after the termination of Executive's relationship with the Company. (iii) The lump sum payment referred to in subsection (i) above shall be in addition to and shall not be offset or reduced by (x) any other amounts that have accrued or have otherwise become payable to Executive or his beneficiaries, but have not been paid by the Company as of the effective date of termination of Executive's employment with the Company, including, but not limited to, salary, consulting fees, disability benefits, termination benefits, retirement benefits, life and health insurance benefits, or any other compensation or benefit payment that is part of any valid previous, current, or future contract, plan or agreement, written or oral, or (y) any indemnification payments that may be or become payable to Executive pursuant to the provisions of the Company's Certificate of Incorporation, By- laws, or similar policy, plan, or agreement relating to the indemnification of directors or officers of the Company under certain circumstances. (iv) Notwithstanding anything in this Agreement to the contrary, in the event that the Company determines in good faith that any portion of the compensation described in this Section 4(d) constitutes an excess parachute payment under Section 280(G) of the Code, then the Company shall have no obligation to provide such portion to Executive.

Compensation Upon Change of Control. (i) If Executive Employee gives the Notice of Intention Exercise described in Section 4(c), or if the Company terminates Executive's employment within one (1) year after a Change of Control other than pursuant to Section 7.2(b) hereof, the Company shall pay Executive Employee a lump sum amount equal to three times ExecutiveEmployee's base amount Salary for (as defined by A) a period of one (1) year, or (B) the remainder of the Employment Period, whichever is greater. Notwithstanding anything to the contrary in this Agreement, in the event that the Company determines in good faith that any portion of the payments or other benefits set forth in this Section 4(d) constitutes an excess parachute payment under Section 280(G) of the Internal Revenue Code of 1986, as amended (the "Code")) less one dollar ($1.00). In addition to the foregoingamended, the Company will continue to provide, for a period of three years from the effective date of Executive's termination, medical, life, dental and disability insurance coverage to Executive of the type and amount provided to Executive under the Company's insurance policies as in effect at the time of termination; provided, however, that if such coverage does not continue to be maintained by the Company or is otherwise not available to Executive, then the Company shall provide for or make available to Executive substantially similar economic benefits; provided, however, that nothing in this subsection (i) shall obligate the Company have no obligation to provide for or make any such similar economic benefits available portion to Executive if the Company does not have such benefits available to its other executive officersEmployee. (ii) Payment of the amount set forth in Section 4(d)(i) shall terminate ExecutiveEmployee's rights to receive any and all other payments, rights or benefits pursuant to Sections 3, 6 1 and 7 2 of this Agreement from the date of termination, other than any payments, rights or benefits arising (x) pursuant to Section 15.6 of this Agreement, or (y) from any other agreement, plan or policy which by its terms or by operation of law provides for the continuation of such payments, rights or benefits after the termination of ExecutiveEmployee's relationship with the Company. (iii) The lump sum payment referred to in subsection (i) above shall be in addition to and shall not be offset or reduced by (x) any other amounts that have accrued or have otherwise become payable to Executive Employee or his beneficiaries, but have not been paid by the Company as of the effective date of termination of Executive's employment with the Company, at the time Employee gives a Notice of Intention pursuant to Section 4(c) including, but not limited to, salary, consulting fees, disability benefits, termination benefits, retirement benefits, life and health insurance benefits, or any other compensation or benefit payment that is part of any valid previous, current, or future contract, plan or agreement, written or oral, or (y) any indemnification payments that may be or become payable to Executive Employee pursuant to the provisions of the Company's Certificate of Incorporation, By- By-laws, or similar policy, plan, or agreement relating to the indemnification of directors or officers of the Company under certain circumstances. (iv) Notwithstanding anything in this Agreement to the contrary, in the event that the Company determines in good faith that any portion of the compensation described in this Section 4(d) constitutes an excess parachute payment under Section 280(G) of the Code, then the Company shall have no obligation to provide such portion to Executive.

Compensation Upon Change of Control. (i) If Executive Employee gives the Notice of Intention Exercise described in Section 4(c), or if the Company terminates Executive's employment within one (1) year after a Change of Control other than pursuant to Section 7.2(b) hereof, the Company shall pay Executive a lump sum amount equal to three times ExecutiveEmployee's base amount Salary for (as defined by A) a period of one (1) year, or (B) the remainder of the Employment Period, whichever is greater. Notwithstanding anything to the contrary in this Agreement, in the event that the Company determines in good faith that any portion of the payments or other benefits set forth in this Section 4(d) constitutes an excess parachute payment under Section 280(G) of the Internal Revenue Code of 1986, as amended (the "Code")) less one dollar ($1.00). In addition to the foregoingamended, the Company will continue to provide, for a period of three years from the effective date of Executive's termination, medical, life, dental and disability insurance coverage to Executive of the type and amount provided to Executive under the Company's insurance policies as in effect at the time of termination; provided, however, that if such coverage does not continue to be maintained by the Company or is otherwise not available to Executive, then the Company shall provide for or make available to Executive substantially similar economic benefits; provided, however, that nothing in this subsection (i) shall obligate the Company have no obligation to provide for or make any such similar economic benefits available portion to Executive if the Company does not have such benefits available to its other executive officersEmployee. (ii) Payment of the amount set forth in Section 4(d)(i) shall terminate ExecutiveEmployee's rights to receive any and all other payments, rights or benefits pursuant to Sections 3, 6 1 and 7 2 of this Agreement from the date of termination, other than any payments, rights or benefits arising (x) pursuant to Section 15.6 of this Agreement, or (y) from any other agreement, plan or policy which by its terms or by operation of law provides for the continuation of such payments, rights or benefits after the termination of ExecutiveEmployee's relationship with the Company. (iii) The lump sum payment referred to in subsection (i) above shall be in addition to and shall not be offset or reduced by (x) any other amounts that have accrued or have otherwise become payable to Executive Employee or his beneficiaries, but have not been paid by the Company as of the effective date of termination of Executive's employment with the Company, at the time Employee gives a Notice of Intention pursuant to Section 4(c) including, but not limited to, salary, consulting fees, disability benefits, termination benefits, retirement benefits, life and health insurance benefits, or any other compensation or benefit payment that is part of any valid previous, current, or future contract, plan or agreement, written or oral, or (y) any indemnification payments that may be or become payable to Executive Employee pursuant to the provisions of the Company's Certificate of Incorporation, By- By-laws, or similar policy, plan, or agreement relating to the indemnification of directors or officers of the Company under certain circumstances. (iv) Notwithstanding anything in this Agreement to the contrary, in the event that the Company determines in good faith that any portion of the compensation described in this Section 4(d) constitutes an excess parachute payment under Section 280(G) of the Code, then the Company shall have no obligation to provide such portion to Executive.

Compensation Upon Change of Control. (i) If Executive gives the Notice of Intention Exercise described in Section 4(c), or if the Company terminates Executive's employment within one (1) year after a Change of Control other than pursuant to Section 7.2(b) hereof, the Company shall pay Executive a lump sum amount equal to three times Executive's base amount (as defined by Section 280(G) of the Internal Revenue Code of 1986, as amended (the "Code")) less one dollar ($1.00). In addition to the foregoing, the Company will continue to provide, for a period of three years from the effective date of Executive's termination, medical, life, dental and disability insurance coverage to Executive of the type and amount provided to Executive under the Company's insurance policies as in effect at the time of termination; provided, however, that if such coverage does not continue to be maintained by the Company or is otherwise not available to Executive, the Company shall provide for or make available to Executive substantially similar economic benefits; provided, however, that nothing in this subsection (i) shall obligate the Company to provide for or make any such similar economic benefits available to Executive if the Company does not have such benefits available to its other executive officers. At the conclusion of such two-year period, Executive shall be entitled to any COBRA or similar rights required by state or federal law. Notwithstanding anything in this Agreement to the contrary, in the event that the Company determines in good faith that any portion of the payments or other benefits set forth in this Section 4(d) constitutes an excess parachute payment under Section 280(G) of the Code, then the Company shall have no obligation to provide such portion to Executive. (ii) Payment of the amount set forth in Section 4(d)(i) shall terminate Executive's rights to receive any and all other payments, rights or benefits pursuant to Sections 3, 6 and 7 of this Agreement from the date of termination, other than any payments, rights or benefits arising (x) pursuant to Section 15.6 of this Agreement, or (y) from any other agreement, plan or policy which by its terms or by operation of law provides for the continuation of such payments, rights or benefits after the termination of Executive's relationship with the Company. (iii) The lump sum payment referred to in subsection (i) above shall be in addition to and shall not be offset or reduced by (x) any other amounts that have accrued or have otherwise become payable to Executive or his beneficiaries, but have not been paid by the Company as of the effective date of termination of Executive's employment with the Company, at the time Executive gives a Notice of Intention pursuant to Section 4(c) including, but not limited to, salary, consulting fees, disability benefits, termination benefits, retirement benefits, life and health insurance benefits, or any other compensation or benefit payment that is part of any valid previous, current, or future contract, plan or agreement, written or oral, or (y) any indemnification payments that may be or become payable to Executive pursuant to the provisions of the Company's Certificate of Incorporation, By- By-laws, or similar policy, plan, or agreement relating to the indemnification of directors or officers of the Company under certain circumstances. (iv) Notwithstanding anything in this Agreement to the contrary, in the event that the Company determines in good faith that any portion of the compensation described in this Section 4(d) constitutes an excess parachute payment under Section 280(G) of the Code, then the Company shall have no obligation to provide such portion to Executive.

Compensation Upon Change of Control. (i) If Executive gives the Notice of Intention described in Section 4(c), or if the Company terminates Executive's employment within one (1) year after a Change of Control other than pursuant to Section 7.2(b) hereof, the Company shall pay Executive a lump sum amount equal to three times Executive's base amount (as defined by Section 280(G) of the Internal Revenue Code of 1986, as amended (the "Code")) less one dollar ($1.00). In addition to the foregoing, the Company will continue to provide, for a period of three years from the effective date of Executive's termination, medical, life, dental and disability insurance coverage to Executive of the type and amount provided to Executive under the Company's insurance policies as in effect at the time of termination; provided, however, that if such coverage does not continue to be maintained by the Company or is otherwise not available to Executive, the Company shall provide for or make available to Executive substantially similar economic benefits; provided, however, that nothing in this subsection (i) shall obligate the Company to provide for or make any such similar economic benefits available to Executive if the Company does not have such benefits available to its other executive officers. (ii) Payment of the amount set forth in Section 4(d)(i) shall terminate Executive's rights to receive any and all other payments, rights or benefits pursuant to Sections 3, 6 and 7 of this Agreement from the date of termination, other than any payments, rights or benefits arising (x) pursuant to Section 15.6 of this Agreement, or (y) from any other agreement, plan or policy which by its terms or by operation of law provides for the continuation of such payments, rights or benefits after the termination of Executive's relationship with the Company. (iii) The lump sum payment referred to in subsection (i) above shall be in addition to and shall not be offset or reduced by (x) any other amounts that have accrued or have otherwise become payable to Executive or his beneficiaries, but have not been paid by the Company as of the effective date of termination of Executive's employment with the Company, including, but not limited to, salary, consulting fees, disability benefits, termination benefits, retirement benefits, life and health insurance benefits, or any other compensation or benefit payment that is part of any valid previous, current, or future contract, plan or agreement, written or oral, or (y) any indemnification payments that may be or become payable to Executive pursuant to the provisions of the Company's Certificate of Incorporation, By- By-laws, or similar policy, plan, or agreement relating to the indemnification of directors or officers of the Company under certain circumstances. (iv) Notwithstanding anything in this Agreement to the contrary, in the event that the Company determines in good faith that any portion of the compensation described in this Section 4(d) constitutes an excess parachute payment under Section 280(G) of the Code, then the Company shall have no obligation to provide such portion to Executive.

Compensation Upon Change of Control. (i) If Executive gives the Notice of Intention described in Section 4(c), or if the Company terminates Executive's employment within one (1other than pursuant to Section 6.2(c) year hereof after a Change of Control other than pursuant but prior to Section 7.2(b) hereofthe Expiration Date, the Company shall pay Executive a lump sum amount equal to three times Executive's base amount (as defined by Section 280(G) 280G of the Internal Revenue Code of 1986, as amended (the "Code")) less one dollar ($1.00). In addition to the foregoing, the Company will continue to provide, for a period of three years from the effective date of Executive's termination, medical, life, dental and disability insurance coverage to Executive of the type and amount provided to Executive under the Company's insurance policies as in effect at the time of termination; provided, however, that if such coverage does not continue to be maintained by the Company or is otherwise not available to Executive, the Company shall provide for or make available to Executive substantially similar economic benefits; provided, however, that nothing in this subsection (i) shall obligate the Company to provide for or make any such similar economic benefits available to Executive if the Company does not have such benefits available to its other executive officers. Notwithstanding anything in this Agreement to the contrary, in the event that the Company determines in good faith that any portion of the payments or other benefits set forth in this Agreement or any other plan, arrangement or otherwise constitutes an excess parachute payment under Section 280G of the Code, then the Company shall have no obligation to provide such portion to Executive. (ii) Payment of the amount set forth in Section 4(d)(i) shall terminate Executive's rights to receive any and all other payments, rights or benefits pursuant to Sections 3, 5 and 6 and 7 of this Agreement from the date of termination, other than any payments, rights or benefits arising (x) pursuant to Section 15.6 14.6 of this Agreement, or (y) from any other agreement, plan or policy which by its terms or by operation of law provides for the continuation of such payments, rights or benefits after the termination of Executive's relationship with the Company. (iii) The lump sum payment referred to in subsection (i) above shall be in addition to and shall not be offset or reduced by (x) any other amounts that have accrued or have otherwise become payable to Executive or his beneficiaries, but have not been paid by the Company as of the effective date of termination of Executive's employment with the Company, including, but not limited to, salary, consulting fees, disability benefits, termination benefits, retirement benefits, life and health insurance benefits, or any other compensation or benefit payment that is part of any valid previous, current, or future contract, plan or agreement, written or oral, or (y) any indemnification payments that may be or become payable to Executive pursuant to the provisions of the Company's Certificate of Incorporation, By- By-laws, or similar policy, plan, or agreement relating to the indemnification of directors or officers of the Company under certain circumstances. (iv) Notwithstanding anything in this Agreement to the contrary, in the event that the Company determines in good faith that any portion of the compensation described in this Section 4(d) constitutes an excess parachute payment under Section 280(G) of the Code, then the Company shall have no obligation to provide such portion to Executive.