Common use of Compensation Upon Termination or Change in Control Clause in Contracts

Compensation Upon Termination or Change in Control. 11.1 f (i) Employee's employment is terminated for any reason other than termination by Employer for Cause or termination by Employee for other than Good Reason, or (ii) there shall occur a Change in Control (as defined in Section 11.4), Employee shall be entitled to the following severance benefits (collectively, "Severance Benefits"): (a) Employer shall pay to Employee an amount in cash equal to three (3) times the sum of (i) Employee's Regular Salary and (ii) an amount equal to the greater of Employee's two most recent bonuses awarded under the Key Management Incentive Bonus Plan adopted by Ness Energy (or any other bonus plan or program then in effect) multiplied by two, to be paid on or before ten (10) days after the Date of Termination or forty-five (45) days after the Change in Control, as the case may be. (b) For a period of eighteen (18) months after Employee's termination of employment or a Change in Control, Employer shall at its expense continue on behalf of Employee and his dependents and beneficiaries, all medical, dental, vision, and health benefits and insurance coverage which were being provided to Employee at the time of termination of employment. The benefits provided in this Section 11.1(b) shall be no less favorable to Employee, in terms of amounts and deductibles and costs to him, than the coverage provided Employee under the plans providing such benefits at the time of termination. Employer's obligation hereunder to provide a benefit shall terminate if Employee obtains comparable coverage under a subsequent employer's benefit plan. For purposes of the preceding sentence, benefits will not be comparable during any waiting period for eligibility for such benefits or during any period during which there is a preexisting condition limitation on such benefits. Employer also shall pay a lump sum equal to the amount of any additional income tax payable by Employee and attributable to the benefits provided under this Section 11.1(b) at the time such tax is imposed upon Employee. In the event that Employee's participation in any such coverage is barred under the general terms and provisions of the plans and programs under which such coverage is provided, or any such coverage is discontinued or the benefits there under are materially reduced, Employer shall provide or arrange to provide Employee with benefits substantially similar to those which Employee was entitled to receive under such coverage immediately prior to the Termination Notice. At the end of the period of coverage set forth above, Employee shall have the option to have assigned to him at no cost to Employee and with no apportionment of prepaid premiums, any assignable insurance owned by Employer and relating specifically to Employee, and Employee shall be entitled to all health and similar benefits that are or would have been made available to Employee under law. (c) Employer shall transfer to Employee all right, title or other ownership interest it may have in any automobile then being provided by Employer for use by Employee. (d) Employer shall transfer to Employee any right, title or ownership in any club memberships provided by Employer for use by Employee. (e) Employer shall transfer to Employee any right, title or ownership in any life insurance owned by Employer on Employee's life. (i) Notwithstanding any provision to the contrary in any option agreement, restricted stock agreement, or other agreement relating to equity-type compensation that may be outstanding between Employee and Employer, all units, stock options, incentive stock options, performance shares, stock appreciation rights and royalty trust options or any other plan or arrangement) held by Employee immediately prior to the Date of Termination or the Change in Control, as the case may be, and any such units, options, shares or rights received by Employee after the Date of Termination or the Change in Control, as the case may be (whether or not received in exchange for or in substitution for existing units, options, shares or rights) shall immediately become 100% vested and exercisable, and Employee shall become 100% vested in all shares of restricted stock held by or for the benefit of Employee; provided, however, that to the extent Employer is unable to provide for such acceleration of vesting, Employer shall provide in lieu thereof a lump-sum cash payment equal to the difference between the total value of such units, stock options, incentive stock options, performance shares, stock appreciation rights, royalty trust options and shares of restricted stock (the "stock rights") as of the date of Employee's termination of employment or a Change in Control and the total value of the stock rights in which Employee is vested as of the date of his termination of employment. The value of such accelerated vesting in Employee's stock rights shall be determined by the Board in good faith based on a valuation performed by an independent consultant selected by the Board; any such stock rights which are not in existence at the time of Employee's termination of employment or a Change in Control shall be valued as of the date of the Date of Termination or the Change in Control, as the case may be. (ii) Notwithstanding any provision to the contrary in any option agreement that may be outstanding between Employee and Employer, Employee's right to exercise any previously unexercised options under any such option agreement shall not terminate until the latest date on which the option granted under such agreement would expire under the terms of such agreement but for Employee's termination of employment; provided, however, that to the extent Employer is unable to provide for the extension of the expiration date of such options, Employer shall provide in lieu thereof a lump-sum cash payment equal to the value of such extension Employer is unable to provide. Such values of such accelerated vesting and exercisability shall be determined by the Board in good faith based on a valuation performed by an independent consultant selected by the Board. 11.2 If Employee's employment shall be terminated (i) by Employer for cause, or (ii) by Employee without Good Reason, Employer shall pay Employee (i) his Regular Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and (ii) the vested portion of any incentive compensation plan to which Employee is entitled in accordance with the terms of such plan. 11.3 During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness ("Disability Period"), Employee shall continue to receive his Regular Salary at the rate then in effect for such period until his employment is terminated pursuant to Section 10.1(b) hereof, provided that payments so made to Employee during the Disability Period shall be reduced by the sum of the amounts, if any, payable to Employee prior to the time of any such payment under disability benefit plans of Employer and which were not previously applied to reduce any Regular Salary payment.

Compensation Upon Termination or Change in Control. 11.1 f If (i) Employee's employment is terminated for any reason other than termination by Employer for Cause or termination by Employee for other than Good Reason, or (ii) there shall occur a Change in Control (as defined in Section 11.4), Employee shall be entitled to the following severance benefits (collectively, "Severance Benefits"): (a) Employer shall pay to Employee an amount in cash equal to three (3) times the sum of (i) Employee's Regular Salary and (ii) an amount equal to the greater of Employee's two most recent bonuses awarded under the Key Management Incentive Bonus Plan adopted by Ness Energy Cross Timbers (or any other bonus plan or program then in effect) multiplied by two, to be paid on or before ten (10) days ------------- after the Date of Termination or forty-five (45) days after the Change in Control, as the case may be. (b) For a period of eighteen (18) months after Employee's termination of employment or a Change in Control, Employer shall at its expense continue on behalf of Employee and his dependents and beneficiaries, all medical, dental, vision, and health benefits and insurance coverage which were being provided to Employee at the time of termination of employment. The benefits provided in this Section 11.1(b) shall be no less favorable to Employee, in terms of amounts and deductibles and costs to him, than the coverage provided Employee under the plans providing such benefits at the time of termination. Employer's obligation hereunder to provide a benefit shall terminate if Employee obtains comparable coverage under a subsequent employer's benefit plan. For purposes of the preceding sentence, benefits will not be comparable during any waiting period for eligibility for such benefits or during any period during which there is a preexisting condition limitation on such benefits. Employer also shall pay a lump sum equal to the amount of any additional income tax payable by Employee and attributable to the benefits provided under this Section 11.1(b) at the time such tax is imposed upon Employee. In the event that Employee's participation in any such coverage is barred under the general terms and provisions of the plans and programs under which such coverage is provided, or any such coverage is discontinued or the benefits there under thereunder are materially reduced, Employer shall provide or arrange to provide Employee with benefits substantially similar to those which Employee was entitled to receive under such coverage immediately prior to the Termination Notice. At the end of the period of coverage set forth above, Employee shall have the option to have assigned to him at no cost to Employee and with no apportionment of prepaid premiums, any assignable insurance owned by Employer and relating specifically to Employee, and Employee shall be entitled to all health and similar benefits that are or would have been made available to Employee under law. (c) Employer shall transfer to Employee all right, title or other ownership interest it may have in any automobile then being provided by Employer for use by Employee. (d) Employer shall transfer to Employee any right, title or ownership in any club memberships provided by Employer for use by Employee. (e) Employer shall transfer to Employee any right, title or ownership in any life insurance owned by Employer on Employee's life. (i) Notwithstanding any provision to the contrary in any option agreement, restricted stock agreement, or other agreement relating to equity-type compensation that may be outstanding between Employee and Employer, all units, stock options, incentive stock options, performance shares, stock appreciation rights and royalty trust options (under the 1991 Stock Incentive Plan, the 1994 Stock Incentive Plan, the 1997 Stock Incentive Plan, the 1998 Stock Incentive Plan, the 1998 Royalty Trust Option Plan, the 1999 Royalty Trust Option Plan or any other plan or arrangement) held by Employee immediately prior to the Date of Termination or the Change in Control, as the case may be, and any such units, options, shares or rights received by Employee after the Date of Termination or the Change in Control, as the case may be (whether or not received in exchange for or in substitution for existing units, options, shares or rights) shall immediately become 100% vested and exercisable, and Employee shall become 100% vested in all shares of restricted stock held by or for the benefit of Employee; provided, however, that to the extent Employer is unable to provide for such acceleration of vesting, Employer shall provide in lieu thereof a lump-sum cash payment equal to the difference between the total value of such units, stock options, incentive stock options, performance shares, stock appreciation rights, royalty trust options and shares of restricted stock (the "stock rights") as of the date of Employee's termination of employment or a Change in Control and the total value of the stock rights in which Employee is vested as of the date of his termination of employment. The value of such accelerated vesting in Employee's stock rights shall be determined by the Board in good faith based on a valuation performed by an independent consultant selected by the Board; any such stock rights which are not in existence at the time of Employee's termination of employment or a Change in Control shall be valued as of the date of the Date of Termination or the Change in Control, as the case may be. (ii) Notwithstanding any provision to the contrary in any option agreement that may be outstanding between Employee and Employer, Employee's right to exercise any previously unexercised options under any such option agreement shall not terminate until the latest date on which the option granted under such agreement would expire under the terms of such agreement but for Employee's termination of employment; provided, however, that to the extent Employer is unable to provide for the extension of the expiration date of such options, Employer shall provide in lieu thereof a lump-sum cash payment equal to the value of such extension Employer is unable to provide. Such values of such accelerated vesting and exercisability shall be determined by the Board in good faith based on a valuation performed by an independent consultant selected by the Board. 11.2 If Employee's employment shall be terminated (i) by Employer for cause, or (ii) by Employee without Good Reason, Employer shall pay Employee (i) his Regular Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and (ii) the vested portion of any incentive compensation plan to which Employee is entitled in accordance with the terms of such plan. 11.3 During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness ("Disability Period"), Employee shall continue to receive his Regular Salary at the rate then in effect for such period until his employment is terminated pursuant to Section 10.1(b) hereof, provided that payments so made to Employee during the Disability Period shall be reduced by the sum of the amounts, if any, payable to Employee prior to the time of any such payment under disability benefit plans of Employer and which were not previously applied to reduce any Regular Salary payment.

Compensation Upon Termination or Change in Control. 11.1 f If (i) Employee's employment is terminated for any reason other than termination by Employer for Cause or termination by Employee for other than Good Reason, or (ii) there shall occur a Change in Control (as defined in Section 11.4), Employee shall be entitled to the following severance benefits (collectively, "Severance Benefits"): (a) Employer shall pay to Employee an amount in cash equal to three (3) times the sum of (i) Employee's Regular Salary and (ii) an amount equal to the greater of Employee's two most recent bonuses awarded under the Key Management Incentive Bonus Plan adopted by Ness Energy (or any other bonus plan or program then in effect) multiplied by two, to be paid on or before ten (10) days after the Date of Termination or forty-five (45) days after the Change in Control, as the case may be. (b) For a period of eighteen (18) months after Employee's termination of employment or a Change in Control, Employer shall at its expense continue on behalf of Employee and his dependents and beneficiaries, all medical, dental, vision, and health benefits and insurance coverage which were being provided to Employee at the time of termination of employment. The benefits provided in this Section 11.1(b) shall be no less favorable to Employee, in terms of amounts and deductibles and costs to him, than the coverage provided Employee under the plans providing such benefits at the time of termination. Employer's obligation hereunder to provide a benefit shall terminate if Employee obtains comparable coverage under a subsequent employer's benefit plan. For purposes of the preceding sentence, benefits will not be comparable during any waiting period for eligibility for such benefits or during any period during which there is a preexisting condition limitation on such benefits. Employer also shall pay a lump sum equal to the amount of any additional income tax payable by Employee and attributable to the benefits provided under this Section 11.1(b) at the time such tax is imposed upon Employee. In the event that Employee's participation in any such coverage is barred under the general terms and provisions of the plans and programs under which such coverage is provided, or any such coverage is discontinued or the benefits there under are materially reduced, Employer shall provide or arrange to provide Employee with benefits substantially similar to those which Employee was entitled to receive under such coverage immediately prior to the Termination Notice. At the end of the period of coverage set forth above, Employee shall have the option to have assigned to him at no cost to Employee and with no apportionment of prepaid premiums, any assignable insurance owned by Employer and relating specifically to Employee, and Employee shall be entitled to all health and similar benefits that are or would have been made available to Employee under law. (c) Employer shall transfer to Employee all right, title or other ownership interest it may have in any automobile then being provided by Employer for use by Employee. (d) Employer shall transfer to Employee any right, title or ownership in any club memberships provided by Employer for use by Employee. (e) Employer shall transfer to Employee any right, title or ownership in any life insurance owned by Employer on Employee's life. (i) Notwithstanding any provision to the contrary in any option agreement, restricted stock agreement, or other agreement relating to equity-type compensation that may be outstanding between Employee and Employer, all units, stock options, incentive stock options, performance shares, stock appreciation rights and royalty trust options or any other plan or arrangement) held by Employee immediately prior to the Date of Termination or the Change in Control, as the case may be, and any such units, options, shares or rights received by Employee after the Date of Termination or the Change in Control, as the case may be (whether or not received in exchange for or in substitution for existing units, options, shares or rights) shall immediately become 100% vested and exercisable, and Employee shall become 100% vested in all shares of restricted stock held by or for the benefit of Employee; provided, however, that to the extent Employer is unable to provide for such acceleration of vesting, Employer shall provide in lieu thereof a lump-sum cash payment equal to the difference between the total value of such units, stock options, incentive stock options, performance shares, stock appreciation rights, royalty trust options and shares of restricted stock (the "stock rights") as of the date of Employee's termination of employment or a Change in Control and the total value of the stock rights in which Employee is vested as of the date of his termination of employment. The value of such accelerated vesting in Employee's stock rights shall be determined by the Board in good faith based on a valuation performed by an independent consultant selected by the Board; any such stock rights which are not in existence at the time of Employee's termination of employment or a Change in Control shall be valued as of the date of the Date of Termination or the Change in Control, as the case may be. (ii) Notwithstanding any provision to the contrary in any option agreement that may be outstanding between Employee and Employer, Employee's right to exercise any previously unexercised options under any such option agreement shall not terminate until the latest date on which the option granted under such agreement would expire under the terms of such agreement but for Employee's termination of employment; provided, however, that to the extent Employer is unable to provide for the extension of the expiration date of such options, Employer shall provide in lieu thereof a lump-sum cash payment equal to the value of such extension Employer is unable to provide. Such values of such accelerated vesting and exercisability shall be determined by the Board in good faith based on a valuation performed by an independent consultant selected by the Board. 11.2 If Employee's employment shall be terminated (i) by Employer for cause, or (ii) by Employee without Good Reason, Employer shall pay Employee (i) his Regular Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and (ii) the vested portion of any incentive compensation plan to which Employee is entitled in accordance with the terms of such plan. 11.3 During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness ("Disability Period"), Employee shall continue to receive his Regular Salary at the rate then in effect for such period until his employment is terminated pursuant to Section 10.1(b) hereof, provided that payments so made to Employee during the Disability Period shall be reduced by the sum of the amounts, if any, payable to Employee prior to the time of any such payment under disability benefit plans of Employer and which were not previously applied to reduce any Regular Salary payment.

Compensation Upon Termination or Change in Control. 11.1 f If (i) Employee's ’s employment is terminated for any reason other than termination by Employer for Cause or termination by Employee for other than Good Reason, or (ii) there shall occur a Change in Control (as defined in Section 11.4), Employee shall be entitled to the following severance benefits (collectively, "“Severance Benefits"”): (a) Employer shall pay to Employee an amount in cash equal to three (3) times the sum of (i) Employee's ’s Regular Salary and (ii) an amount equal to the greater of Employee's ’s two most recent bonuses awarded under the Key Management Incentive Bonus Plan adopted by Ness Energy (or any other bonus plan or program then in effect) multiplied by two, to be paid on or before ten (10) days after the Date of Termination or forty-five (45) days after the Change in Control, as the case may be. (b) For a period of eighteen (18) months after Employee's ’s termination of employment or a Change in Control, Employer shall at its expense continue on behalf of Employee and his dependents and beneficiaries, all medical, dental, vision, and health benefits and insurance coverage which were being provided to Employee at the time of termination of employment. The benefits provided in this Section 11.1(b) shall be no less favorable to Employee, in terms of amounts and deductibles and costs to him, than the coverage provided Employee under the plans providing such benefits at the time of termination. Employer's ’s obligation hereunder to provide a benefit shall terminate if Employee obtains comparable coverage under a subsequent employer's ’s benefit plan. For purposes of the preceding sentence, benefits will not be comparable during any waiting period for eligibility for such benefits or during any period during which there is a preexisting condition limitation on such benefits. Employer also shall pay a lump sum equal to the amount of any additional income tax payable by Employee and attributable to the benefits provided under this Section 11.1(b) at the time such tax is imposed upon Employee. In the event that Employee's ’s participation in any such coverage is barred under the general terms and provisions of the plans and programs under which such coverage is provided, or any such coverage is discontinued or the benefits there under are materially reduced, Employer shall provide or arrange to provide Employee with benefits substantially similar to those which Employee was entitled to receive under such coverage immediately prior to the Termination Notice. At the end of the period of coverage set forth above, Employee shall have the option to have assigned to him at no cost to Employee and with no apportionment of prepaid premiums, any assignable insurance owned by Employer and relating specifically to Employee, and Employee shall be entitled to all health and similar benefits that are or would have been made available to Employee under law. (c) Employer shall transfer to Employee all right, title or other ownership interest it may have in any automobile then being provided by Employer for use by Employee. (d) Employer shall transfer to Employee any right, title or ownership in any club memberships provided by Employer for use by Employee. (e) Employer shall transfer to Employee any right, title or ownership in any life insurance owned by Employer on Employee's ’s life. (i) Notwithstanding any provision to the contrary in any option agreement, restricted stock agreement, or other agreement relating to equity-type compensation that may be outstanding between Employee and Employer, all units, stock options, incentive stock options, performance shares, stock appreciation rights and royalty trust options or any other plan or arrangement) held by Employee immediately prior to the Date of Termination or the Change in Control, as the case may be, and any such units, options, shares or rights received by Employee after the Date of Termination or the Change in Control, as the case may be (whether or not received in exchange for or in substitution for existing units, options, shares or rights) shall immediately become 100% vested and exercisable, and Employee shall become 100% vested in all shares of restricted stock held by or for the benefit of Employee; provided, however, that to the extent Employer is unable to provide for such acceleration of vesting, Employer shall provide in lieu thereof a lump-sum cash payment equal to the difference between the total value of such units, stock options, incentive stock options, performance shares, stock appreciation rights, royalty trust options and shares of restricted stock (the "“stock rights"”) as of the date of Employee's ’s termination of employment or a Change in Control and the total value of the stock rights in which Employee is vested as of the date of his termination of employment. The value of such accelerated vesting in Employee's ’s stock rights shall be determined by the Board in good faith based on a valuation performed by an independent consultant selected by the Board; any such stock rights which are not in existence at the time of Employee's ’s termination of employment or a Change in Control shall be valued as of the date of the Date of Termination or the Change in Control, as the case may be. (ii) Notwithstanding any provision to the contrary in any option agreement that may be outstanding between Employee and Employer, Employee's ’s right to exercise any previously unexercised options under any such option agreement shall not terminate until the latest date on which the option granted under such agreement would expire under the terms of such agreement but for Employee's ’s termination of employment; provided, however, that to the extent Employer is unable to provide for the extension of the expiration date of such options, Employer shall provide in lieu thereof a lump-sum cash payment equal to the value of such extension Employer is unable to provide. Such values of such accelerated vesting and exercisability shall be determined by the Board in good faith based on a valuation performed by an independent consultant selected by the Board. 11.2 If Employee's ’s employment shall be terminated (i) by Employer for cause, or (ii) by Employee without Good Reason, Employer shall pay Employee (i) his Regular Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and (ii) the vested portion of any incentive compensation plan to which Employee is entitled in accordance with the terms of such plan. 11.3 During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness ("“Disability Period"”), Employee shall continue to receive his Regular Salary at the rate then in effect for such period until his employment is terminated pursuant to Section 10.1(b) hereof, provided that payments so made to Employee during the Disability Period shall be reduced by the sum of the amounts, if any, payable to Employee prior to the time of any such payment under disability benefit plans of Employer and which were not previously applied to reduce any Regular Salary payment.

Compensation Upon Termination or Change in Control. 11.1 f If (i) Employee's ’s employment is terminated for any reason other than termination by Employer for Cause or termination by Employee for other than Good Reason, or (ii) there shall occur a Change in Control (as defined in Section 11.4), Employee shall be entitled to the following severance benefits (collectively, "“Severance Benefits"”): (a) Employer shall pay to Employee an amount in cash equal to three (3) times the sum of (i) Employee's ’s Regular Salary and (ii) an amount equal to the greater of Employee's ’s two most recent bonuses awarded under the Key Management Incentive Bonus Plan adopted by Ness Energy (or any other bonus plan or program then in effect) multiplied by two, to be paid on or before ten (10) days after the Date of Termination or forty-five (45) days after the Change in Control, as the case may be. (b) For a period of eighteen (18) months after Employee's ’s termination of employment or a Change in Control, Employer shall at its expense continue on behalf of Employee and his dependents and beneficiaries, all medical, dental, vision, and health benefits and insurance coverage which were being provided to Employee at the time of termination of employment. The benefits provided in this Section 11.1(b) shall be no less favorable to Employee, in terms of amounts and deductibles and costs to him, than the coverage provided Employee under the plans providing such benefits at the time of termination. Employer's ’s obligation hereunder to provide a benefit shall terminate if Employee obtains comparable coverage under a subsequent employer's ’s benefit plan. For purposes of the preceding sentence, benefits will not be comparable during any waiting period for eligibility for such benefits or during any period during which there is a preexisting condition limitation on such benefits. Employer also shall pay a lump sum equal to the amount of any additional income tax payable by Employee and attributable to the benefits provided under this Section 11.1(b) at the time such tax is imposed upon Employee. In the event that Employee's ’s participation in any such coverage is barred under the general terms and provisions of the plans and programs under which such coverage is provided, or any such coverage is discontinued or the benefits there under are materially reduced, Employer shall provide or arrange to provide Employee with benefits substantially similar to those which Employee was entitled to receive under such coverage immediately prior to the Termination Notice. At the end of the period of coverage set forth above, Employee shall have the option to have assigned to him at no cost to Employee and with no apportionment of prepaid premiums, any assignable insurance owned by Employer and relating specifically to Employee, and Employee shall be entitled to all health and similar benefits that are or would have been made available to Employee under law. (c) Employer shall transfer to Employee all right, title or other ownership interest it may have in any automobile then being provided by Employer for use by Employee. (d) Employer shall transfer to Employee any right, title or ownership in any club memberships provided by Employer for use by Employee. (e) Employer shall transfer to Employee any right, title or ownership in any life insurance owned by Employer on Employee's ’s life. (i) Notwithstanding any provision to the contrary in any option agreement, restricted stock agreement, or other agreement relating to equity-type compensation that may be outstanding between Employee and Employer, all units, stock options, incentive stock options, performance shares, stock appreciation rights and royalty trust options or any other plan or arrangement) held by Employee immediately prior to the Date of Termination or the Change in Control, as the case may be, and any such units, options, shares or rights received by Employee after the Date of Termination or the Change in Control, as the case may be (whether or not received in exchange for or in substitution for existing units, options, shares or rights) shall immediately become 100% vested and exercisable, and Employee shall become 100% vested in all shares of restricted stock held by or for the benefit of Employee; provided, however, that to the extent Employer is unable to provide for such acceleration of vesting, Employer shall provide in lieu thereof a lump-sum cash payment equal to the difference between the total value of such units, stock options, incentive stock options, performance shares, stock appreciation rights, royalty trust options and shares of restricted stock (the "“stock rights"”) as of the date of Employee's ’s termination of employment or a Change in Control and the total value of the stock rights in which Employee is vested as of the date of his termination of employment. The value of such accelerated vesting in Employee's ’s stock rights shall be determined by the Board in good faith based on a valuation performed by an independent consultant selected by the Board; any such stock rights which are not in existence at the time of Employee's ’s termination of employment or a Change in Control shall be valued as of the date of the Date of Termination or the Change in Control, as the case may be. (ii) Notwithstanding any provision to the contrary in any option agreement that may be outstanding between Employee and Employer, Employee's ’s right to exercise any previously unexercised options under any such option agreement shall not terminate until the latest date on which the option granted under such agreement would expire under the terms of such agreement but for Employee's ’s termination of employment; provided, however, that to the extent Employer is unable to provide for the extension of the expiration date of such options, Employer shall provide in lieu thereof a lump-sum cash payment equal to the value of such extension Employer is unable to provide. Such values of such accelerated vesting and exercisability shall be determined by the Board in good faith based on a valuation performed by an independent consultant selected by the Board. 11.2 If Employee's ’s employment shall be terminated (i) by Employer for cause, or (ii) by Employee without Good Reason, Employer shall pay Employee (i) his Regular Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and (ii) the vested portion of any incentive compensation plan to which Employee is entitled in accordance with the terms of such plan. 11.3 During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness ("“Disability Period"”), Employee shall continue to receive his Regular Salary at the rate then in effect for such period until his employment is terminated pursuant to Section 10.1(b) hereof, provided that payments so made to Employee during the Disability Period shall be reduced by the sum of the amounts, if any, payable to Employee prior to the time of any such payment under disability benefit plans of Employer and which were not previously applied to reduce any Regular Salary payment.