Common use of Coordination With Change of Control Agreement Clause in Contracts

Coordination With Change of Control Agreement. The Company and the Executive are entering into an Amended and Restated Change of Control Agreement (the “Change of Control Agreement”), which agreement provides for certain forms of severance and benefit payments in the event of termination of Executive’s employment under certain defined circumstances. This Agreement is in addition to the Change of Control Agreement, providing certain assurances to the Executive in circumstances that the Change of Control Agreement does not cover, and in no way supersedes or nullifies the Change of Control Agreement. Nevertheless, it is possible that a termination of employment by the Company or by the Executive may fall within the scope of both agreements. In such event, payments made to the Executive under Section 5.1 hereof shall be coordinated with payments made to the Executive under Section 8.1 of the Change of Control Agreement as follows: (a) Accrued Obligations under this Agreement need not be paid if paid under the Change of Control Agreement; (b) COBRA Continuation under this Agreement need not be provided if provided under the Change of Control Agreement; and (c) the severance payment required under Section 5.1(c) hereof (and paid pursuant to Section 5.5 hereof) need not be paid to the extent a severance payment is made under Section 8.1(d) of the Change of Control Agreement, i.e., the credit from Section 8.1(d) of the Change of Control Agreement is applied as amounts become due under Section 5.5 hereof.

Coordination With Change of Control Agreement. The Company and the Executive are contemporaneously with this Agreement entering into an Amended and Restated a Change of Control Agreement (the “"Change of Control Agreement”"), which agreement provides for certain forms of severance and benefit payments in the event of termination of Executive’s 's employment under certain defined circumstances. This Agreement is in addition to the Change of Control Agreement, providing certain assurances to the Executive in circumstances that the Change of Control Agreement does not cover, and in no way supersedes or nullifies the Change of Control Agreement. Nevertheless, it is possible that a termination of employment by the Company or by the Executive may fall within the scope of both agreements. In such event, payments made to the Executive under Section 5.1 hereof shall be coordinated with payments made to the Executive under Section 8.1 of the Change of Control Agreement as follows: (a) Accrued Obligations under this Agreement need not shall be paid if paid first, in which case the obligations under Section 8.1(a) of the Change of Control AgreementAgreement need not be paid; (b) COBRA Continuation under this Agreement need not shall be provided if provided first, in which case the obligations under Section 8.1(b) of the Change of Control AgreementAgreement need not be provided; and (c) the The severance payment payments required under Section 5.1(cSections 8.1(c) hereof (and paid pursuant to Section 5.5 hereof) need not be paid to the extent a severance payment is made under Section 8.1(d) of the Change of Control Agreement, i.e., the credit from Section 8.1(d) of the Change of Control Agreement is applied as amounts become due shall be paid first, in which case any severance payment required under Section 5.5 hereofSections 5.1(c) and 5.1(d) hereof need not be provided.

Coordination With Change of Control Agreement. The Company and the Executive are contemporaneously with this Agreement entering into an Amended and Restated a Change of Control Agreement (the “Change of Control Agreement”), which agreement provides for certain forms of severance and benefit payments in the event of termination of Executive’s employment under certain defined circumstances. This Agreement is in addition to the Change of Control Agreement, providing certain assurances to the Executive in circumstances that the Change of Control Agreement does not cover, and in no way supersedes or nullifies the Change of Control Agreement. Nevertheless, it is possible that a termination of employment by the Company or by the Executive may fall within the scope of both agreements. In such event, payments made to the Executive under Section 5.1 hereof shall be coordinated with payments made to the Executive under Section 8.1 of the Change of Control Agreement as follows: (a) Accrued Obligations under this Agreement need not be paid if paid under the Change of Control Agreement; (b) COBRA Continuation under this Agreement need not be provided if provided under the Change of Control Agreement; and (c) the severance payment required under Section 5.1(c) hereof (and paid pursuant to Section 5.5 hereof) need not be paid to during the extent first six (6) months of the Payment Period if a severance payment is made under Section 8.1(d) of the Change of Control Agreement, i.e., ; provided that the credit from Section 8.1(d) remaining one-third balance of the Change of Control Agreement is applied as amounts become due severance payment required under Section 5.5 hereof5.1(c) hereof shall be paid during the Offset Period as provided herein.

Coordination With Change of Control Agreement. The Company and the Executive are contemporaneously with this Agreement entering into an Amended and Restated a Change of Control Agreement (the “Change of Control Agreement”), which agreement provides for certain forms of severance and benefit payments in the event of termination of Executive’s employment under certain defined circumstances. This Agreement is in addition to the Change of Control Agreement, providing certain assurances to the Executive in circumstances that the Change of Control Agreement does not cover, and in no way supersedes or nullifies the Change of Control Agreement. Nevertheless, it is possible that a termination of employment by the Company or by the Executive may fall within the scope of both agreements. In such event, payments made to the Executive under Section 5.1 hereof shall be coordinated with payments made to the Executive under Section 8.1 of the Change of Control Agreement as follows: (a) Accrued Obligations under this Agreement need not be paid if paid under the Change of Control Agreement; (b) COBRA Continuation under this Agreement need not be provided if provided under the Change of Control Agreement; and (c) the severance payment required under Section 5.1(c) hereof (and paid pursuant to Section 5.5 hereof) need not be paid to during the extent first six (6) months of the Payment Period if a severance payment is made under Section 8.1(d) of the Change of Control Agreement, i.e., ; provided that the credit from Section 8.1(d) remaining one-third balance of the Change of Control Agreement is applied as amounts become due severance payment required under Section 5.5 hereof5.1(c) hereof shall be paid during the Payment Period as provided herein.

Coordination With Change of Control Agreement. The Company and the Executive are contemporaneously with this Agreement entering into an Amended and Restated a Change of Control Agreement (the “"Change of Control Agreement”"), which agreement provides for certain forms of severance and benefit payments in the event of termination of Executive’s 's employment under certain defined circumstances. This Agreement is in addition to the Change of Control Agreement, providing certain assurances to the Executive in circumstances that the Change of Control Agreement does not cover, and in no way supersedes or nullifies the Change of Control Agreement. Nevertheless, it is possible that a termination of employment by the Company or by the Executive may fall within the scope of both agreements. In such event, payments made to the Executive under Section 5.1 hereof shall be coordinated with payments made to the Executive under Section 8.1 of the Change of Control Agreement as follows: (a) Accrued Obligations under this Agreement need not be paid if paid under the Change of Control Agreement; (b) COBRA Continuation under this Agreement need not be provided if provided under the Change of Control Agreement; and (c) the severance payment required under Section 5.1(c) hereof (and paid pursuant to Section 5.5 hereof) need not be paid to during the extent first six (6) months of the Payment Period if a severance payment is made under Section 8.1(d) of the Change of Control Agreement, i.e., ; provided that the credit from Section 8.1(d) remaining one-third balance of the Change of Control Agreement is applied as amounts become due severance payment required under Section 5.5 hereof5.1(c) hereof shall be paid during the Offset Period as provided herein.

Coordination With Change of Control Agreement. The Company and the Executive are contemporaneously with this Agreement entering into an Amended and Restated a Change of Control Agreement (the “Change of Control Agreement”), which agreement provides for certain forms of severance and benefit payments in the event of termination of Executive’s employment under certain defined circumstances. This Agreement is in addition to the Change of Control Agreement, providing certain assurances to the Executive in circumstances that the Change of Control Agreement does not cover, and in no way supersedes or nullifies the Change of Control Agreement. Nevertheless, it is possible that a termination of employment by the Company or by the Executive may fall within the scope of both agreements. In such event, payments made to the Executive under Section 5.1 hereof shall be coordinated with payments made to the Executive under Section 8.1 of the Change of Control Agreement as follows: (a) Accrued Obligations under this Agreement need not shall be paid if paid first, in which case the obligations under Section 8.1(a) of the Change of Control AgreementAgreement need not be paid; (b) COBRA Continuation under this Agreement need not shall be provided if provided first, in which case the obligations under Section 8.1(b) of the Change of Control AgreementAgreement need not be provided; and (c) the The severance payment payments required under Section 5.1(cSections 8.1(c) hereof (and paid pursuant to Section 5.5 hereof) need not be paid to the extent a severance payment is made under Section 8.1(d) of the Change of Control Agreement, i.e., the credit from Section 8.1(d) of the Change of Control Agreement is applied as amounts become due shall be paid first, in which case any severance payment required under Section 5.5 hereofSections 5.1(c) and 5.1(d) hereof need not be provided.

Coordination With Change of Control Agreement. The Contemporaneously with this Agreement, the Company and the Executive are entering into an Amended and Restated a Change of Control Agreement (the “Change of Control Agreement”), which agreement provides for certain forms of severance and benefit payments in the event of termination of the Executive’s employment under certain defined circumstances. This Agreement is in addition to the Change of Control Agreement, providing certain assurances to the Executive in circumstances that the Change of Control Agreement does not cover, and in no way supersedes or nullifies the Change of Control Agreement. Nevertheless, it is possible that a termination of employment by the Company or by the Executive may fall within the scope of both agreements. In such event, payments made to the Executive under Section 5.1 hereof shall be coordinated with payments made to the Executive under Section 8.1 of the Change of Control Agreement as follows: (a) Accrued Obligations under this Agreement need not be paid if paid under the Change of Control Agreement; (b) COBRA Continuation under this Agreement need not be provided if provided under the Change of Control Agreement; and (c) the severance payment required under Section 5.1(c) hereof (and paid pursuant to Section 5.5 hereof) need not be paid to the extent a severance payment is made under Section 8.1(d) of the Change of Control AgreementAgreement in connection with a Change of Control under the Change of Control Agreement that constitutes a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company within the meaning of subsection (a)(2)(A)(v) of Code Section 409A, i.e., the credit from Section 8.1(d) of the Change of Control Agreement is applied as amounts become due under Section 5.5 hereof.

Coordination With Change of Control Agreement. The Company and the Executive are contemporaneously with this Agreement entering into an Amended and Restated a Change of Control Agreement (the “Change of Control Agreement”), which agreement provides for certain forms of severance and benefit payments in the event of termination of Executive’s employment under certain defined circumstances. This Agreement is in addition to the Change of Control Agreement, providing certain assurances to the Executive in circumstances that the Change of Control Agreement does not cover, and in no way supersedes or nullifies the Change of Control Agreement. Nevertheless, it is possible that a termination of employment by the Company or by the Executive may fall within the scope of both agreements. In such event, payments made to the Executive under Section 5.1 hereof shall be coordinated with payments made to the Executive under Section 8.1 of the Change of Control Agreement as follows: (a) Accrued Obligations under this Agreement need not be paid if paid under the Change of Control Agreement; (b) COBRA Continuation under this Agreement need not be provided if provided under the Change of Control Agreement; and (c) the severance payment required under Section 5.1(c) hereof (and paid pursuant to Section 5.5 hereof) need not be paid to the extent if a severance payment is made under Section 8.1(d) of the Change of Control Agreement, i.e., the credit from Section 8.1(d) of the Change of Control Agreement is applied as amounts become due under Section 5.5 hereof.

Coordination With Change of Control Agreement. The Company and the Executive are contemporaneously with this Agreement entering into an Amended and Restated a Change of Control Agreement (the “Change of Control Agreement”), which agreement provides for certain forms of severance and benefit payments in the event of termination of Executive’s employment under certain defined circumstances. This Agreement is in addition to the Change of Control Agreement, providing certain assurances to the Executive in circumstances that the Change of Control Agreement does not cover, and in no way supersedes or nullifies the Change of Control Agreement. Nevertheless, it is possible that a termination of employment by the Company or by the Executive may fall within the scope of both agreements. In such event, payments made to the Executive under Section 5.1 hereof shall be coordinated with payments made to the Executive under Section 8.1 of the Change of Control Agreement as follows: (a) Accrued Obligations under this Agreement need not be paid if paid under the Change of Control Agreement; (b) COBRA Continuation under this Agreement need not be provided if provided under the Change of Control Agreement; and (c) the severance payment required under Section 5.1(c) hereof (and paid pursuant to Section 5.5 hereof) need not be paid to during the extent first six (6) months of the Payment Period if a severance payment is made under Section 8.1(d) of the Change of Control Agreement, i.e., ; provided that the credit from Section 8.1(d) remaining one-third balance of the Change of Control Agreement is applied as amounts become due severance payment required under Section 5.5 hereof5.1(c) hereof shall be paid during the Payment Period as Provided herein.

Coordination With Change of Control Agreement. The Company and the Executive are contemporaneously with this Agreement entering into an Amended and Restated a Change of Control Agreement (the “"Change of Control Agreement”"), which agreement provides for certain forms of severance and benefit payments in the event of termination of Executive’s 's employment under certain defined circumstances. This Agreement is in addition to the Change of Control Agreement, providing certain assurances to the Executive in circumstances that the Change of Control Agreement does not cover, and in no way supersedes or nullifies the Change of Control Agreement. Nevertheless, it is possible that a termination of employment by the Company or by the Executive may fall within the scope of both agreements. In such event, payments made to the Executive under Section 5.1 hereof shall be coordinated with payments made to the Executive under Section 8.1 of the Change of Control Agreement as follows: (a) Accrued Obligations under this Agreement need not be paid if paid under the Change of Control Agreement; (b) COBRA Continuation under this Agreement need not be provided if provided under the Change of Control Agreement; and (c) the The severance payment required under Section 5.1(c) hereof (and paid pursuant to Section 5.5 hereof) need not be paid to the extent if a severance payment is made under Section 8.1(d) of the Change of Control Agreement, i.e., the credit from Section 8.1(d) of the Change of Control Agreement is applied as amounts become due under Section 5.5 hereof.

Coordination With Change of Control Agreement. The Company and the Executive are contemporaneously entering into an Amended and Restated a Change of Control Agreement dated as of the date hereof (the “Change of Control Agreement”), which agreement provides for certain forms of severance and benefit payments in the event of termination of Executive’s employment under certain defined circumstances. This Agreement is in addition to the Change of Control Agreement, providing certain assurances to the Executive in circumstances that the Change of Control Agreement does not cover, and in no way supersedes or nullifies the Change of Control Agreement. Nevertheless, it is possible that a termination of employment by the Company or by the Executive may fall within the scope of both agreements. In such event, payments made to the Executive under Section 5.1 hereof shall be coordinated with payments made to the Executive under Section 8.1 of the Change of Control Agreement as follows: (a) Accrued Obligations under this Agreement need not be paid if already paid as Accrued Obligations under the Change of Control Agreement; (b) COBRA Continuation under this Agreement need not be provided if COBRA Continuation is provided for at least as long a period of time under the Change of Control Agreement; and (c) the The severance payment required under Section 5.1(c) hereof (and paid pursuant to Section 5.5 hereof) of this Agreement need not be paid to the extent if a severance payment is made under Section 8.1(d8.1(c) of the Change of Control Agreement, i.e., the credit from Section 8.1(d) of the Change of Control Agreement is applied as amounts become due under Section 5.5 hereof.

Coordination With Change of Control Agreement. The Company and the Executive are contemporaneously with this Agreement entering into an Amended and Restated a Change of Control Agreement (the “Change of Control Agreement”), which agreement provides for certain forms of severance and benefit payments in the event of termination of Executive’s employment under certain defined circumstances. This Agreement is in addition to the Change of Control Agreement, providing certain assurances to the Executive in circumstances that the Change of Control Agreement does not cover, and in no way supersedes or nullifies the Change of Control Agreement. Nevertheless, it is possible that a termination of employment by the Company or by the Executive may fall within the scope of both agreements. In such event, payments made to the Executive under Section 5.1 hereof shall be coordinated with payments made to the Executive under Section 8.1 of the Change of Control Agreement as follows: (a) Accrued Obligations under this Agreement need not shall be paid if paid first, in which case the obligations under Section 8.1(a) of the Change of Control AgreementAgreement need not be paid; (b) COBRA Continuation under this Agreement need not shall be provided if provided first, in which case the obligations under Section 8.1(b) of the Change of Control AgreementAgreement need not be provided; and (c) the The severance payment payments required under Section 5.1(cSections 8.1(c) hereof (and paid pursuant to Section 5.5 hereof) need not be paid to the extent a severance payment is made under Section 8.1(d) of the Change of Control Agreement, i.e., the credit from Section 8.1(d) of the Change of Control Agreement is applied as amounts become due shall be paid first, in which case any severance payment required under Section 5.5 hereofSections 5.1(d) and 5.1(e) hereof need not be provided.

Coordination With Change of Control Agreement. The Company and the Executive are contemporaneously with this Agreement entering into an Amended and Restated a Change of Control Agreement (the “"Change of Control Agreement”"), which agreement provides for certain forms of severance and benefit payments in the event of termination of Executive’s 's employment under certain defined circumstances. This Agreement is in addition to the Change of Control Agreement, providing certain assurances to the Executive in circumstances that the Change of Control Agreement does not cover, and in no way supersedes or nullifies the Change of Control Agreement. Nevertheless, it is possible that a termination of employment by the Company or by the Executive may fall within the scope of both agreements. In such event, payments made to the Executive under Section 5.1 hereof shall be coordinated with payments made to the Executive under Section 8.1 of the Change of Control Agreement as follows: (a) Accrued Obligations under this Agreement shall be paid first, in which case Accrued Obligations need not be paid if paid under the Change of Control Agreement; (b) COBRA Continuation under this Agreement shall be provided first, in which case COBRA Continuation need not be provided if provided under the Change of Control Agreement; and (c) the The severance payment required under Section 5.1(c) hereof (and paid pursuant to Section 5.5 hereof) need not shall be paid in addition to the extent a any severance payment is made required under Section 8.1(d8.1(c) of the Change of Control Agreement, i.e., the credit from Section 8.1(d) of the Change of Control Agreement is applied as amounts become due under Section 5.5 hereof.

Coordination With Change of Control Agreement. The Company and the Executive are contemporaneously with this Agreement entering into an Amended and Restated a Change of Control Agreement (the “Change of Control Agreement”), which agreement provides for certain forms of severance and benefit payments in the event of termination of Executive’s employment under certain defined circumstances. This Agreement is in addition to the Change of Control Agreement, providing certain assurances to the Executive in circumstances that the Change of Control Agreement does not cover, and in no way supersedes or nullifies the Change of Control Agreement. Nevertheless, it is possible that a termination of employment by the Company or by the Executive may fall within the scope of both agreements. In such event, payments made to the Executive under Section 5.1 hereof shall be coordinated with payments made to the Executive under Section 8.1 of the Change of Control Agreement as follows: (a) Accrued Obligations under this Agreement need not be paid if paid under the Change of Control Agreement; (b) COBRA Continuation under this Agreement need not be provided if provided under the Change of Control Agreement; and (c) the The severance payment required under Section 5.1(c) hereof (and paid pursuant to Section 5.5 hereof) need not be paid to the extent if a severance payment is made under Section 8.1(d) of the Change of Control Agreement, i.e., the credit from Section 8.1(d) of the Change of Control Agreement is applied as amounts become due under Section 5.5 hereof.