Common use of Executive's Rights Clause in Contracts

Executive's Rights. In the event that, during the term of this Agreement, the Company undergoes a Change-of-Control, (as that term is defined below) and if within 24 months after the consummation of such Change-of-Control either (1) Executive is involuntarily terminated, except as provided in Section 5.1(b), or (2) Executive voluntarily terminates his employment for “good cause” as defined in Section 5.1(d), then Executive shall be entitled to the following compensation: 1. A lump sum payment consisting of: (i) an amount equal to 3 times Executive’s then annual base salary; (ii) an amount equal to 3 times the average of the last two MICP bonuses paid to Executive; (iii) a prorated bonus based on target opportunity for the year in which the Change-of-Control occurs; (iv) an amount equal to the equivalent of the cost of 36 months of COBRA benefits; and (v) an amount equal to 36 months of Executive’s automobile allowance. If Executive has been employed by the Company for more than one, but less than two years, then the amount attributable to the MICP bonus portion set forth in clause (ii) above shall equal 3 times the average of the MICP bonus paid to Executive for the prior year and the target for Executive for the current year. If Executive has been employed by the Company for less than one year, Executive shall receive an amount equal to 3 times target bonus for the current year. For purposes of this Section 5.1(a)(1), the word “paid” shall include $0.00 for any year in which Executive was eligible for, but was not paid, an MICP bonus. 2. The right to exercise any and all unexercised stock options granted under the Equity-Based Plans in accordance with their terms, as if all such unexercised stock options were fully vested, within one year of the effective date of such termination. In addition, all restricted shares granted to Executive under the Equity-Based Plans shall fully vest as of the date of termination. 3. If any payments, distributions or benefits that Executive receives under this Section 5 (“Payment”) would constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986 (the “Code”) and would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter referred to as the “Excise Tax”), then Executive shall be paid an additional payment (the “Gross-Up Payment”) in an amount that shall fund the payment by Executive of any Excise Tax on the Payment as well as all income and employment taxes imposed on the Gross-Up Payment, any Excise Tax imposed on the Gross-Up Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the Gross-Up Payment. 4. The Company shall provide to Executive the outplacement services described in Section 4.4(f).

Executive's Rights. In the event that, during the term of this Agreement, the Company undergoes a Change-of-Control, (as that term is defined below) and if within 24 months after the consummation of such Change-of-Control change either (1) Executive is involuntarily terminated, except as provided in Section 5.1(b), or (2) Executive voluntarily terminates his employment for “"good cause” " as defined in Section 5.1(d), then Executive shall be entitled to the following compensation: 1. A lump sum payment consisting of: (i) an amount equal to 3 three times Executive’s 's then annual base salary; (ii) an amount equal to 3 three times the average of the last two MICP bonuses paid to Executive; (iii) a prorated bonus based on target opportunity for the year in which the Change-of-Control occurs; (iv) an amount equal to the equivalent of the cost of 36 months of COBRA benefits; and (v) an amount equal to 36 months of Executive’s 's automobile allowance. If Executive has been employed by the Company for more than one, but less than two years, then the amount attributable to the MICP bonus portion set forth in clause (ii) above shall equal 3 three times the average of the MICP bonus paid to Executive for the prior year and the target for Executive for the current year. If Executive has been employed by the Company for less than one year, Executive shall receive an amount equal to 3 three times target bonus for the current year. For purposes of this Section 5.1(a)(1), the word “"paid” " shall include $0.00 for any year in which Executive was eligible for, but was not paid, an MICP bonus. 2. The right to exercise any and all unexercised stock options granted under the Equity-Based Stock Option Plans in accordance with their terms, as if all such unexercised stock options were fully vested, within one year of the effective date of such termination. In addition, all restricted shares granted to Executive under the Equity-Based Plans shall fully vest as of the date of termination. 3. If A payment to Executive to compensate for any payments, distributions excise penalty or benefits that Executive receives under this Section 5 (“Payment”) would constitute a “parachute payment” within other associated taxes resulting from severance payments exceeding the meaning of Section 280G of the cap imposed by Internal Revenue Code of 1986 (the “Code”) and would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter referred to as the “Excise Tax”280(G), then Executive shall be paid an additional payment (the “Gross-Up Payment”) in an amount that shall fund the payment by Executive of any Excise Tax on the Payment as well as all income and employment taxes imposed on the Gross-Up Payment, any Excise Tax imposed on the Gross-Up Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the Gross-Up Payment. 4. The Company shall provide to Executive the outplacement services described in Section 4.4(f).

Executive's Rights. In the event that, during the term of this Agreement, the Company undergoes a Change-of-Control, (as that term is defined below) and if within 24 months after the consummation of such Change-of-Control either (1) Executive is involuntarily terminated, except as provided in Section 5.1(b), or (2) Executive voluntarily terminates his her employment for “good cause” as defined in Section 5.1(d), then Executive shall be entitled to the following compensation: 1. A lump sum payment consisting of: (i) an amount equal to 3 times Executive’s then annual base salary; (ii) an amount equal to 3 times the average of the last two MICP bonuses paid to Executive; (iii) a prorated bonus based on target opportunity for the year in which the Change-of-Control occurs; (iv) an amount equal to the equivalent of the cost of 36 months of COBRA benefits; and (v) an amount equal to 36 months of Executive’s automobile allowance. If Executive has been employed by the Company for more than one, but less than two years, then the amount attributable to the MICP bonus portion set forth in clause (ii) above shall equal 3 times the average of the MICP bonus paid to Executive for the prior year and the target for Executive for the current year. If Executive has been employed by the Company for less than one year, Executive shall receive an amount equal to 3 times target bonus for the current year. For purposes of this Section 5.1(a)(1), the word “paid” shall include $0.00 for any year in which Executive was eligible for, but was not paid, an MICP bonus. 2. The right to exercise any and all unexercised stock options granted under the Equity-Based Plans in accordance with their terms, as if all such unexercised stock options were fully vested, within one year of the effective date of such termination. In addition, all restricted shares granted to Executive under the Equity-Based Plans shall fully vest as of the date of termination. 3. If any payments, distributions or benefits that Executive receives under this Section 5 (“Payment”) would constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986 (the “Code”) and would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter referred to as the “Excise Tax”), then Executive shall be paid an additional payment (the “Gross-Up Payment”) in an amount that shall fund the payment by Executive of any Excise Tax on the Payment as well as all income and employment taxes imposed on the Gross-Up Payment, any Excise Tax imposed on the Gross-Up Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the Gross-Up Payment. 4. The Company shall provide to Executive the outplacement services described in Section 4.4(f).

Executive's Rights. In the event that, during the term of this Agreement, the Company undergoes a Change-of-Control, (as that term is defined below) and if within 24 months after the consummation of such Change-of-Control either (1) Executive is involuntarily terminated, except as provided in Section 5.1(b), or (2) Executive voluntarily terminates his employment for “good cause” as defined in Section 5.1(d), then Executive shall be entitled to the following compensation: 1. A lump sum payment consisting of: (i) an amount equal to 3 2 times Executive’s then annual base salary; (ii) an amount equal to 3 2 times the average of the last two MICP bonuses paid to Executive; (iii) a prorated bonus based on target opportunity for the year in which the Change-of-Control occurs; (iv) an amount equal to the equivalent of the cost of 36 24 months of COBRA benefits; and (v) an amount equal to 36 24 months of Executive’s automobile allowance. If Executive has been employed by the Company for more than one, but less than two years, then the amount attributable to the MICP bonus portion set forth in clause (ii) above shall equal 3 2 times the average of the MICP bonus paid to Executive for the prior year and the target for Executive for the current year. If Executive has been employed by the Company for less than one year, Executive shall receive an amount equal to 3 2 times target bonus for the current year. For purposes of this Section 5.1(a)(1), the word “paid” shall include $0.00 for any year in which Executive was eligible for, but was not paid, an MICP bonus. 2. The right to exercise any and all unexercised stock options granted under the Equity-Based Plans in accordance with their terms, as if all such unexercised stock options were fully vested, within one year of the effective date of such termination. In addition, all restricted shares granted to Executive under the Equity-Based Plans shall fully vest as of the date of termination. 3. If any payments, distributions or benefits that Executive receives under this Section 5 (“Payment”) would constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986 (the “Code”) and would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter referred to as the “Excise Tax”), then Executive shall be paid an additional payment (the “Gross-Up Payment”) in an amount that shall fund the payment by Executive of any Excise Tax on the Payment as well as all income and employment taxes imposed on the Gross-Up Payment, any Excise Tax imposed on the Gross-Up Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the Gross-Up Payment. 4. The Company shall provide to Executive the outplacement services described in Section 4.4(f).

Executive's Rights. In the event that, during the term of this Agreement, the Company undergoes a Change-of-Control, Control (as that term is defined below) and if within 24 months after the consummation of such Change-of-Control either (1) Executive is involuntarily terminated, except as provided in Section 5.1(b), or (2) Executive voluntarily terminates his employment for “"good cause” " as defined in Section 5.1(d), then Executive shall be entitled to the following compensation: 1. A lump sum payment consisting of: (i) an amount equal to 3 three times Executive’s 's then annual base salary; (ii) an amount equal to 3 three times the average of the last two MICP bonuses paid to Executive; (iii) a prorated bonus based on target opportunity for the year in which the Change-of-Control occurs; (iv) an amount equal to the equivalent of the premium cost of 36 months MONTHS of COBRA benefitsbenefits for continued medical, vision and dental coverage at the same levels provided to Executive prior to such termination; and (v) an amount equal to 36 months of Executive’s 's automobile allowance. If Executive has been employed by the Company for more than one, but less than two years, then the amount attributable to the MICP bonus portion set forth in clause (ii) above shall equal 3 times the average of the MICP bonus paid to Executive for the prior year and the target for Executive for the current year. If Executive has been employed by the Company for less than one year, Executive shall receive an amount equal to 3 times target bonus for the current year. For purposes of this Section 5.1(a)(1), the word “"paid” " shall include $0.00 for any year in which Executive was eligible for, but was not paid, an MICP bonus, and for 2002 (if that year is included in any average), the amount shall be $2,546,500 (which includes $856,500 as the fair market value of the 30,000 restricted shares granted to Executive in 2002 in lieu of additional MICP bonus amounts) . 2. The right to exercise any and all unexercised stock options granted under the Equity-Based Stock Option Plans in accordance with their terms, as if all such unexercised stock options were fully vested, within one year of the effective date of such termination. In addition, all restricted shares granted to Executive under the Equity-Based Stock Option Plans shall fully vest as of the date of termination. 3. If any payments, distributions or benefits that Executive receives under this Section 5 (“"Payment”") would constitute a “"parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986 (the “"Code”") and would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter referred to as the “"Excise Tax”"), then Executive shall be paid an additional payment (the “"Gross-Up Payment”") in an amount that shall fund the payment by Executive of any Excise Tax on the Payment as well as all income and employment taxes imposed on the Gross-Up Payment, any Excise Tax imposed on the Gross-Up Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the Gross-Up Payment. 4. The Company shall provide to Executive the outplacement office space and administrative support services described in Section 4.4(f)) for a period of up to 36 months after such termination.

Executive's Rights. In the event that, during the term of this Agreement, the Company undergoes a Change-of-Control, (as that term is defined below) and if within 24 months after the consummation of such Change-of-Control either (1) Executive is involuntarily terminated, except as provided in Section 5.1(b), or (2) Executive voluntarily terminates his her employment for “good cause” as defined in Section 5.1(d), then Executive shall be entitled to the following compensation: 1. A lump sum payment consisting of: (i) an amount equal to 3 times Executive’s then annual base salary; (ii) an amount equal to 3 times the average of the last two MICP bonuses paid to Executive; (iii) a prorated bonus based on target opportunity for the year in which the Change-of-Control occurs; (iv) an amount equal to the equivalent of the cost of 36 months of COBRA benefits; and (v) an amount equal to 36 months of Executive’s automobile allowance. If Executive has been employed by the Company for more than one, but less than two years, then the amount attributable to the MICP bonus portion set forth in clause (ii) above shall equal 3 times the average of the MICP bonus paid to Executive for the prior year and the target for Executive for the current year. If Executive has been employed by the Company for less than one year, Executive shall receive an amount equal to 3 times target bonus for the current year. For purposes of this Section 5.1(a)(15.1(a)(l), the word “paid” shall include $0.00 for any year in which Executive was eligible for, but was not paid, an MICP bonus. 2. The right to exercise any and all unexercised stock options granted under the Equity-Based Plans in accordance with their terms, as if all such unexercised stock options were fully vested, within one year of the effective date of such termination. In addition, all restricted shares granted to Executive under the Equity-Based Plans shall fully vest as of the date of termination. 3. If any payments, distributions or benefits that Executive receives under this Section 5 (“Payment”) would constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986 (the “Code”) and would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter referred to as the “Excise Tax”), then Executive shall be paid an additional payment (the “Gross-Up Payment”) in an amount that shall fund the payment by Executive of any Excise Tax on the Payment as well as all income and employment taxes imposed on the Gross-Up Payment, any Excise Tax imposed on the Gross-Up Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the Gross-Up Payment. 4. The Company shall provide to Executive the outplacement services described in Section 4.4(f).

Executive's Rights. In the event that, during the term of this Agreement, the Company undergoes a Change-of-Control, (as that term is defined below) and if within 24 months after the consummation of such Change-of-Control either (1) Executive is involuntarily terminated, except as provided in Section 5.1(b), or (2) Executive voluntarily terminates his her employment for “"good cause” " as defined in Section 5.1(d), then Executive shall be entitled to the following compensation: 1. A lump sum payment consisting of: (i) an amount equal to 3 times Executive’s 's then annual base salary; (ii) an amount equal to 3 times the average of the last two MICP bonuses paid to Executive; (iii) a prorated bonus based on target opportunity for the year in which the Change-of-Control occurs; (iv) an amount equal to the equivalent of the cost of 36 months of COBRA benefits; and (v) an amount equal to 36 months of Executive’s 's automobile allowance. If Executive has been employed by the Company for more than one, but less than two years, then the amount attributable to the MICP bonus portion set forth in clause (ii) above shall equal 3 times the average of the MICP bonus paid to Executive for the prior year and the target for Executive for the current year. If Executive has been employed by the Company for less than one year, Executive shall receive an amount equal to 3 times target bonus for the current year. For purposes of this Section 5.1(a)(1), the word “"paid” " shall include $0.00 for any year in which Executive was eligible for, but was not paid, an MICP bonus. 2. The right to exercise any and all unexercised stock options granted under the Equity-Based Plans in accordance with their terms, as if all such unexercised stock options were fully vested, within one year of the effective date of such termination. In addition, all restricted shares granted to Executive under the Equity-Based Plans shall fully vest as of the date of termination. 3. If any payments, distributions or benefits that Executive receives under this Section 5 (“"Payment”") would constitute a “"parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986 (the “"Code”") and would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter referred to as the “"Excise Tax”"), then Executive shall be paid an additional payment (the “"Gross-Up Payment”") in an amount that shall fund the payment by Executive of any Excise Tax on the Payment as well as all income and employment taxes imposed on the Gross-Up Payment, any Excise Tax imposed on the Gross-Up Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the Gross-Up Payment. 4. The Company shall provide to Executive the outplacement services described in Section 4.4(f).

Executive's Rights. In the event that, during the term of this Agreement, the Company undergoes a Change-of-Control, (as that term is defined below) and if within 24 months after the consummation of such Change-of-Control change either (1) Executive is involuntarily terminated, except as provided in Section 5.1(b), or (2) Executive voluntarily terminates his her employment for “"good cause” " as defined in Section 5.1(d), then Executive shall be entitled to the following compensation:: EXHIBIT 10.06 1. A lump sum payment consisting of: (i) an amount equal to 3 two times Executive’s 's then annual base salary; (ii) an amount equal to 3 two times the average of the last two MICP bonuses paid to Executive; (iii) a prorated bonus based on target opportunity for the year in which the Change-of-Control occurs; (iv) an amount equal to the equivalent of the cost of 36 24 months of COBRA benefits; and (v) an amount equal to 36 24 months of Executive’s 's automobile allowance. If Executive has been employed by the Company for more than one, but less than two years, then the amount attributable to the MICP bonus portion set forth in clause (ii) above shall equal 3 two times the average of the MICP bonus paid to Executive for the prior year and the target for Executive for the current year. If Executive has been employed by the Company for less than one year, Executive shall receive an amount equal to 3 two times target bonus for the current year. For purposes of this Section 5.1(a)(1), the word “"paid” " shall include $0.00 for any year in which Executive was eligible for, but was not paid, an MICP bonus. 2. The right to exercise any and all unexercised stock options granted under the Equity-Based Stock Option Plans in accordance with their terms, as if all such unexercised stock options were fully vested, within one year of the effective date of such termination. In addition, all restricted shares granted to Executive under the Equity-Based Plans shall fully vest as of the date of termination.; 3. If A payment to executive to compensate for any payments, distributions excise penalty or benefits that Executive receives under this Section 5 (“Payment”) would constitute a “parachute payment” within other associated taxes resulting from severance payments exceeding the meaning of Section 280G of the cap imposed by Internal Revenue Code of 1986 (the “Code”) and would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter referred to as the “Excise Tax”280(G), then Executive shall be paid an additional payment (the “Gross-Up Payment”) in an amount that shall fund the payment by Executive of any Excise Tax on the Payment as well as all income and employment taxes imposed on the Gross-Up Payment, any Excise Tax imposed on the Gross-Up Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the Gross-Up Payment.; 4. The Company shall provide to Executive the outplacement services described in Section 4.4(f).