Common use of Obligations of Employer Upon Termination Clause in Contracts

Obligations of Employer Upon Termination. If within one (1) year following the Effective Date of a Change of Control, Executive's employment is deemed terminated Without Cause, Employer shall pay to Executive in a lump sum in cash within thirty (30) days after the Date of Termination to the extent not theretofore paid, Executive's compensation (including bonuses) and fringe benefits, at the rate in effect on the Date of Termination, through the remaining Employment Period, BUT NOT less than two (2) times the annual compensation (including bonuses) and fringe benefits (except that Executive, at his option, may choose to continue to have he and his family covered, to the extent they are then covered, by Employer's health plan in lieu of receiving a lump sum payment for that benefit, and Employer shall use reasonable efforts to cooperate in such event); provided that the payment under this subsection (B) shall be reduced to the extent required so that such payment, either alone or together with other payments which Executive has the right to receive from Employer, shall not be an excess parachute payment within the meaning of Section 280G(b) of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder, or successor provisions of similar import. The determination of any reduction shall be made by the independent certified public accountants of Employer.