Common use of Payment Upon Change in Control Clause in Contracts

Payment Upon Change in Control. Notwithstanding any other provision in this Agreement to the contrary, if a “Change in Control” of the Company (as defined herein), shall occur during the Term, and prior to the 24 month anniversary of the consummation date of the Change in Control (A) the Company terminates Employee’s employment without Cause or (B) Employee terminates his employment for Good Reason, in lieu of any other amounts payable under this Agreement, Employee shall receive a lump sum payment equal to two (2) times Employee’s average annual W-2 compensation from the Company for the most recent five (5) taxable years ending before the date on which the Change in Control occurs (or such portion of such period during which Employee performed personal services for the Company); provided, however, that if such lump sum payment, either alone or together with other payments or benefits, either cash or non-cash, that Employee has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to Employee under any plan for the benefit of employees, which would constitute an “excess parachute payment” (as defined in Section 280G of the Code), then such lump sum payment or other benefit shall be reduced to the largest amount that will not result in receipt by Employee of a parachute payment (“Change in Control Payment”). The Change in Control Payment will be paid to Employee within ten (10) days of his termination of employment following the Change in Control as provided above. A Change in Control will have no other effect on this Agreement which will remain in full force and effect.

Payment Upon Change in Control. Notwithstanding any other provision in this Agreement to the contrary, if a “Change in Control” of the Company (as defined herein), shall occur during the Term, and prior to the 24 month anniversary of the consummation date of the Change in Control (A) the Company terminates Employee’s employment without Cause or Cause, (B) Employee terminates his employment for Good Reason, in lieu of any other amounts payable under this Agreement, or (C) this Agreement expires by its terms and the Company does not offer to renew this Agreement for an additional term to expire no earlier than the 24 month anniversary of the consummation date of the Change in Control, Employee shall receive a lump sum payment equal to two (2) times Employee’s average annual W-2 compensation from the Company for the most recent five (5) taxable years ending before the date on which the Change in Control occurs (or such portion of such period during which Employee performed personal services for the Company); provided, however, that if such lump sum payment, either alone or together with other payments or benefits, either cash or non-cash, that Employee has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to Employee under any plan for the benefit of employees, which would constitute an “excess parachute payment” (as defined in Section 280G of the Code), then such lump sum payment or other benefit shall be reduced to the largest amount that will not result in receipt by Employee of a parachute payment (“Change in Control Payment”). The Change in Control Payment will be paid to Employee within ten (10) days of his termination of employment following the Change in Control as provided above. A Change in Control will have no other effect on this Agreement which will remain in full force and effect.

Payment Upon Change in Control. Notwithstanding any other provision in this Agreement to the contrary, if a “Change in Control” of the Company (as defined herein), ) shall occur during the Term, and after such Change in Control but prior to the 24 month anniversary end of the consummation date of the Change in Control (A) Term the Company terminates Employee’s employment without Cause or (B) Employee terminates his employment for Good Reasonwith such termination being effective during the Term, in lieu of any other amounts payable under this Agreement, Employee shall be entitled to receive (i) an amount equal to twelve months of Employee’s Base Salary in effect as of the date of effectiveness of such termination in a lump sum payment equal payment, payable immediately upon cessation of employment, and (ii) a pro-rata portion of the Bonus, contingent on the Company’s achievement of any performance criteria relating to two (2) times Employeesuch Bonus, payable promptly following completion and filing of the Company’s average annual W-2 compensation from the Company year-end audit for the most recent five applicable year (5) taxable years ending before such payments shall be net of appropriate tax and other withholdings, and are referred to collectively as the date on which the “Change in Control occurs (or such portion of such period during which Employee performed personal services for the CompanyPayments”); provided, however, that if such lump sum paymentChange in Control Payments, either alone or together with other payments or benefits, either cash or non-cash, that Employee has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to Employee under any plan for the benefit of employees, which would constitute an “excess parachute payment” (as defined in Section 280G of the Code), then such lump sum payment Change in Control Payments or other benefit benefits shall be reduced to the largest amount that will not result in receipt by Employee of a an excess parachute payment (“Change in Control Payment”). The Change in Control Payment will be paid to Employee within ten (10) days of his termination of employment following the Change in Control as provided abovepayment. A Change in Control will have no other effect on this Agreement Agreement, which will remain in full force and effect.

Payment Upon Change in Control. Notwithstanding any other provision in this Agreement to the contrary, if a “Change in Control” of the Company (as defined herein), ) shall occur during the Term, and after such Change in Control but prior to the 24 month anniversary end of the consummation date of the Change in Control (A) Term the Company terminates Employee’s employment without Cause or (B) Employee terminates his employment for Good Reasonwith such termination being effective during the Term, in lieu of any other amounts payable under this Agreement, Employee shall be entitled to receive the product of two multiplied by the Base Salary, in a lump sum payment equal payment, payable immediately upon cessation of employment and (ii) a pro-rata portion of the Bonus, contingent on the Company’s achievement of any performance criteria relating to two (2) times Employeesuch Bonus, payable promptly following completion and filing of the Company’s average annual W-2 compensation from the Company year-end audit for the most recent five applicable year (5) taxable years ending before such payments shall be net of appropriate tax and other withholdings, and are referred to collectively as the date on which the “Change in Control occurs (or such portion of such period during which Employee performed personal services for the CompanyPayments”); provided, however, that if such lump sum paymentChange in Control Payments, either alone or together with other payments or benefits, either cash or non-cash, that Employee has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to Employee under any plan for the benefit of employees, which would constitute an “excess parachute payment” (as defined in Section 280G of the Code), then such lump sum payment Change in Control Payments or other benefit benefits shall be reduced to the largest amount that will not result in receipt by Employee of a an excess parachute payment (“Change in Control Payment”). The Change in Control Payment will be paid to Employee within ten (10) days of his termination of employment following the Change in Control as provided abovepayment. A Change in Control will have no other effect on this Agreement Agreement, which will remain in full force and effect.

Payment Upon Change in Control. Notwithstanding any other provision in this Agreement to the contrary, if a “Change in Control” of the Company (as defined herein), shall occur during the Term, and prior to the 24 month anniversary of the consummation date of the Change in Control (A) the Company terminates Employee’s employment without Cause or Cause, (B) Employee terminates his employment for Good Reason, in lieu of any other amounts payable under this Agreement, or (C) this Agreement expires by its terms and the Company does not offer to renew this Agreement for an additional term to expire no earlier than the 24 month anniversary of the consummation date of the Change in Control, Employee shall receive a lump sum payment equal to two $1.00 less than three (23) times Employee’s average annual W-2 compensation from the Company for the most recent five (5) taxable years ending before the date on which the Change in Control occurs (or such portion of such period during which Employee performed personal services for the Company); provided, however, that if such lump sum payment, either alone or together with other payments or benefits, either cash or non-cash, that Employee has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to Employee under any plan for the benefit of employees, which would constitute an “excess parachute payment” (as defined in Section 280G of the Code), then such lump sum payment or other benefit shall be reduced to the largest amount that will not result in receipt by Employee of a parachute payment (“Change in Control Payment”). The Change in Control Payment will be paid to Employee within ten (10) days of his termination of employment following the Change in Control as provided above. A Change in Control will have no other effect on this Agreement which will remain in full force and effect.