Common use of Payments and Benefits Upon a Change in Control Clause in Contracts

Payments and Benefits Upon a Change in Control. If Executive is employed by the Company upon the occurrence of a Change in Control, or if Executive's termination of employment constitutes an Anticipatory Event, the following provisions shall govern: 7.2.1 If an Anticipatory Event occurs or if, during the first twenty-four months following the Change in Control, the Company terminates the Executive's employment other than for Cause or Disability or death, or the Executive terminates his employment for Good Reason, the Executive shall receive from the Company in a lump sum, in cash, on the fifth (5th) day following the Date of Termination (or, with respect to an Anticipatory Event, the fifth (5th) day following the Change in Control), all amounts earned or accrued through the Date of Termination but not paid as of the Date of Termination, including his Base Salary, reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company prior to the Date of Termination, vacation pay, and sick leave, a pro rata portion (prorated through the Date of Termination) of the Target Incentive Bonus in effect for the fiscal year in which the Executive's employment is terminated under this Section 7.2.1, and an amount equal to two (2) times the Executive's Base Salary and Target Incentive Bonus in effect at the Date of Termination. 7.2.2 If, during the first twenty-four months following the Change in Control, the Executive terminates his employment other than (i) for Good Reason or (ii) under the conditions set forth in Section 7.2.3 or if his employment is terminated for Cause or Disability or on account of his death, the Company shall pay the Executive all amounts earned or accrued through the Date of Termination but not paid as of the Date of Termination, including his Base Salary, reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company prior to the Date of Termination, vacation pay, and sick leave. If the Executive's employment is terminated by the Company for Disability or by reason of the Executive's death, the Company shall pay to the Executive or his Beneficiaries the compensation provided in Sections 4.8.1 and 4.8.2 hereof. The Executive's entitlement to any other compensation or benefits shall be determined in accordance with the Company's employee benefit plans and other applicable programs and practices then in effect. 7.2.3 In the event that the Executive terminates his employment (upon at least three months' notice) at the end of the first fifteen (15) months of employment after the Change in Control for other than Good Reason, the Executive shall be entitled to a severance benefit of one year's Base Salary and Target Incentive Bonus, but shall waive any further benefits hereunder except those provided in Section 7.2.2. 7.2.4 In the event of termination of Executive's employment under Section 7.2.1, Executive shall be entitled to continue to participate in the Company's group medical, dental, life and disability plans and to receive payment of an automobile allowance on the same basis as Executive participated or received immediately prior to the Notice of Termination (or shall receive equivalent benefits) for a period of two (2) years following the Date of Termination, or, with respect to an Anticipatory Event, the date of the Change in Control. Executive shall be responsible for payment of premiums and expenses to the same extent as prior to the Notice of Termination. In the event that Executive obtains substantially equivalent coverage or benefits from another source, the Company's obligation under this Section 7.2.4 shall terminate. 7.2.5 Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment except as provided in Section 7.2.4. 7.2.6 The severance pay and benefits provided for in Sections 7.2.1 and 7.2.3 are in lieu of any other severance pay to which the Executive may be entitled under any other Company severance plan, program or arrangement. 7.2.7 In the event the Executive's employment is terminated without Cause or Executive for Good Reason terminates his employment and Section 7.2.1 is applicable under the circumstances of such termination, the restrictive covenants set forth in Section 5 of this Agreement (except for Section 5.1) shall no longer be effective.

Payments and Benefits Upon a Change in Control. If Executive is employed by the Company upon the occurrence of a Change in Control, or if Executive's termination of employment constitutes an Anticipatory Event, the following provisions shall govern: 7.2.1 If an Anticipatory Event occurs or if(a) Executive shall continue to be employed for at least thirty-six (36) months with substantially the same duties, compensation, and benefits in the same geographic location as existed just prior to the Change in Control. (b) Executive may terminate his employment during the first twentythirty-four six (36) months following the Change in Control, the Company terminates the Executive's employment other than for Cause or Disability or death, or the Executive terminates his employment Control for Good Reason, the Executive as defined herein, and, upon such termination, shall receive from the Company in a lump sum, in cash, on the fifth (5th) day following the Date of Termination Termination, an amount equal to two and one-half (or2 1/2) times Executive's "annualized includible compensation for the base period" (as defined in Section 280G(d) of the Internal Revenue Code of 1986, with respect to an Anticipatory Eventas amended (the "Code")), and shall not engage in any Competitive Activities for one year following the Date of Termination. (c) If Executive's employment is terminated within thirty-six (36) months following the Change in Control, other than for Cause as defined herein or as a result of his Retirement, disability, or death, the Executive shall receive as severance pay in a lump sum, in cash, on the fifth (5th) day following the Change in Control), all amounts earned or accrued through the Date of Termination but not paid as of the Date of Termination, including his Base Salary, reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company prior to the Date of Termination, vacation pay, and sick leave, a pro rata portion (prorated through the Date of Termination) of the Target Incentive Bonus in effect for the fiscal year in which the Executive's employment is terminated under this Section 7.2.1, and an amount equal to two and one-half (22 1/2) times the Executive's Base Salary "annualized includible compensation for the base period" (as defined in Section 280G(d) of the Code), and Target Incentive Bonus shall not engage in effect at any Competitive Activities for one year following the Date of Termination. 7.2.2 If, during the first twenty-four months (d) Executive may terminate his employment other than for Good Reason upon at least three months' notice following the Change in Control, thereby waiving any further benefits hereunder except a severance benefit of three months' salary and a prorated portion of any annual bonus, provided that Executive then agrees not to engage in any Competitive Activities for six months following the Date of Termination. (e) If Executive terminates his employment other otherwise than under any of paragraphs (ib) for Good Reason or (iid) under of this Section 5, Executive shall not be entitled to any payments for any period after the conditions set forth end of the employment and shall not receive any severance benefit. (f) If the Executive holds any options to purchase stock of the Company after a Change in Section 7.2.3 or if his employment is terminated Control, Executive shall be entitled, upon involuntary termination except for Cause or Disability or on account during the thirty-six (36) month period, to demand payment of his death, the Company shall pay the Executive all amounts earned or accrued through the Date current value of Termination but not paid such options (fair market value as of the Date of TerminationTermination less the then effective exercise price). (g) If the lump sum severance payment provided for under this Section 5, including his Base Salarycalculated as set forth above, reimbursement for reasonable and necessary expenses incurred by either alone or together with other payments which Executive has the Executive on behalf right to receive from the Company, would constitute an "excess parachute payment" (as defined in Section 280G of the Company prior Code), such lump sum severance payment shall be reduced to the Date largest amount as will result in no portion of Termination, vacation paythe lump sum severance payment under this Section 5 being subject to the excise tax imposed by Section 4999 of the Code. The determination of any reduction in the lump sum severance payment under this Section 5(g) pursuant to the foregoing sentence shall be made by Executive in good faith, and sick leave. If the Executive's employment is terminated by the Company for Disability or by reason of the Executive's death, the Company shall pay to the Executive or his Beneficiaries the compensation provided in Sections 4.8.1 and 4.8.2 hereof. The Executive's entitlement to any other compensation or benefits such determination shall be determined in accordance with conclusive and binding on the Company's employee benefit plans and other applicable programs and practices then in effect. 7.2.3 In the event that the Executive terminates his employment (upon at least three months' noticeh) at the end of the first fifteen (15) months of employment after the Change in Control for other than Good Reason, the Executive shall be entitled to a severance benefit of one year's Base Salary and Target Incentive Bonus, but shall waive any further benefits hereunder except those provided in Section 7.2.2. 7.2.4 In the event of termination of Executive's employment under Section 7.2.1for any reason, Executive shall be entitled to continue to participate in the Company's group medical, dental, life and disability plans and to receive payment of an automobile allowance on the same basis as Executive participated or received immediately prior to the Notice of Termination (or shall receive equivalent benefits) health plan for a period of two (2) years employees following the Date of Termination, or, with respect to an Anticipatory Event, the date of the Change in Controlsuch termination. Executive shall be responsible for payment of premiums and expenses to the same extent as prior to the Notice of Terminationpremiums. In the event that Executive obtains substantially equivalent coverage or benefits from another source, the Company's obligation under this Section 7.2.4 shall terminate. 7.2.5 Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, and no such payment This benefit shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment except as provided in Section 7.2.4. 7.2.6 The severance pay and benefits provided for in Sections 7.2.1 and 7.2.3 are in lieu of any other severance pay to which the Executive may be entitled under any other Company severance plan, program or arrangement. 7.2.7 In the event the available until Executive's employment is terminated without Cause death or Executive for Good Reason terminates his employment and Section 7.2.1 is applicable under the circumstances of election not to continue such termination, the restrictive covenants set forth in Section 5 of this Agreement (except for Section 5.1) shall no longer be effectiveparticipation.

Payments and Benefits Upon a Change in Control. If Executive is employed by the Company upon the occurrence of a Change in Control, or if Executive's termination of employment constitutes an Anticipatory Event, the following provisions shall govern: 7.2.1 If an Anticipatory Event occurs or if(a) Executive shall continue to be employed for at least thirty-six (36) months with substantially the same duties, compensation, and benefits in the same geographic location as existed just prior to the Change in Control. (b) Executive may terminate his employment during the first twentythirty-four six (36) months following the Change in Control, the Company terminates the Executive's employment other than for Cause or Disability or death, or the Executive terminates his employment Control for Good Reason, the Executive as defined herein, and, upon such termination, shall receive from the Company in a lump sum, in cash, on the fifth (5th) day following the Date of Termination Termination, an amount equal to two and one-half (or2 1/2) times Executive's "annualized includible compensation for the base period" (as defined in Section 280G(d) of the Internal Revenue Code of 1986, with respect to an Anticipatory Eventas amended (the "Code")), and shall not engage in any Competitive Activities for one year following the Date of Termination. (c) If Executive's employment is terminated within thirty-six (36) months following the Change in Control, other than for Cause as defined herein or as a result of his Retirement, disability, or death, the Executive shall receive as severance pay in a lump sum, in cash, on the fifth (5th) day following the Change in Control), all amounts earned or accrued through the Date of Termination but not paid as of the Date of Termination, including his Base Salary, reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company prior to the Date of Termination, vacation pay, and sick leave, a pro rata portion (prorated through the Date of Termination) of the Target Incentive Bonus in effect for the fiscal year in which the Executive's employment is terminated under this Section 7.2.1, and an amount equal to two and one-half (22 1/2) times the tunes Executive's Base Salary "annualized includible compensation for the base period" (as defined in Section 280G(d) of the Code), and Target Incentive Bonus shall not engage in effect at any Competitive Activities for one year following the Date of Termination. 7.2.2 If, during the first twenty-four months (d) Executive may terminate his employment other than for Good Reason upon at least three months' notice following the Change in Control, thereby waiving any further benefits hereunder except a severance benefit of three months' salary and a prorated portion of any annual bonus, provided that Executive then agrees not to engage in any Competitive Activities for six months following the Date of Termination. (e) If Executive terminates his employment other otherwise than under any of paragraphs (ib) for Good Reason or (iid) under of this Section 5, Executive shall not be entitled to any payments for any period after the conditions set forth end of the employment and shall not receive any severance benefit. (f) If the Executive holds any options to purchase stock of the Company after a Change in Section 7.2.3 or if his employment is terminated Control, Executive shall be entitled, upon involuntary termination except for Cause or Disability or on account during the thirty-six (36) month period, to demand payment of his death, the Company shall pay the Executive all amounts earned or accrued through the Date current value of Termination but not paid such options (fair market value as of the Date of TerminationTermination less the then effective exercise price). (g) If the lump sum severance payment provided for under this Section 5, including his Base Salarycalculated as set forth above, reimbursement for reasonable and necessary expenses incurred by either alone or together with other payments which Executive has the Executive on behalf right to receive from the Company, would constitute an "excess parachute payment" (as defined in Section 280G of the Company prior Code), such lump sum severance payment shall be reduced to the Date largest amount as will result in no portion of Termination, vacation paythe lump sum severance payment under this Section 5 being subject to the excise tax imposed by Section 4999 of the Code. The determination of any reduction in the lump sum severance payment under this Section 5(g) pursuant to the foregoing sentence shall be made by Executive in good faith, and sick leave. If the Executive's employment is terminated by the Company for Disability or by reason of the Executive's death, the Company shall pay to the Executive or his Beneficiaries the compensation provided in Sections 4.8.1 and 4.8.2 hereof. The Executive's entitlement to any other compensation or benefits such determination shall be determined in accordance with conclusive and binding on the Company's employee benefit plans and other applicable programs and practices then in effect. 7.2.3 In the event that the Executive terminates his employment (upon at least three months' noticeh) at the end of the first fifteen (15) months of employment after the Change in Control for other than Good Reason, the Executive shall be entitled to a severance benefit of one year's Base Salary and Target Incentive Bonus, but shall waive any further benefits hereunder except those provided in Section 7.2.2. 7.2.4 In the event of termination of Executive's employment under Section 7.2.1for any reason, Executive shall be entitled to continue to participate in the Company's group medical, dental, life and disability plans and to receive payment of an automobile allowance on the same basis as Executive participated or received immediately prior to the Notice of Termination (or shall receive equivalent benefits) health plan for a period of two (2) years employees following the Date of Termination, or, with respect to an Anticipatory Event, the date of the Change in Controlsuch termination. Executive shall be responsible for payment of premiums and expenses to the same extent as prior to the Notice of Terminationpremiums. In the event that Executive obtains substantially equivalent coverage or benefits from another source, the Company's obligation under this Section 7.2.4 shall terminate. 7.2.5 Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, and no such payment This benefit shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment except as provided in Section 7.2.4. 7.2.6 The severance pay and benefits provided for in Sections 7.2.1 and 7.2.3 are in lieu of any other severance pay to which the Executive may be entitled under any other Company severance plan, program or arrangement. 7.2.7 In the event the available until Executive's employment is terminated without Cause death or Executive for Good Reason terminates his employment and Section 7.2.1 is applicable under the circumstances of election not to continue such termination, the restrictive covenants set forth in Section 5 of this Agreement (except for Section 5.1) shall no longer be effectiveparticipation.

Payments and Benefits Upon a Change in Control. If Executive is employed by the Company upon the occurrence of a Change in Control, or if Executive's termination of employment constitutes an Anticipatory Event, the following provisions shall govern: 7.2.1 If an Anticipatory Event occurs or if(a) The Executive shall continue to be employed for twenty- four (24) months with substantially the same duties, compensation, and benefits in the same geographic location as existed just prior to the Change in Control. (b) The Executive may terminate his employment during the first twenty-four (24) months following the Change in Control, the Company terminates the Executive's employment other than for Cause or Disability or death, or the Executive terminates his employment Control for Good ReasonReason as defined herein, the Executive and, upon such termination, shall receive from the Company in a lump sum, in cash, on the fifth (5th) day following the Date of Termination (or, with respect to an Anticipatory Event, the fifth (5th) day following the Change in Control), all amounts earned or accrued through the Date of Termination but not paid as of the Date of Termination, including his Base Salary, reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company prior to the Date of Termination, vacation pay, and sick leave, a pro rata portion (prorated through the Date of Termination) of the Target Incentive Bonus in effect for the fiscal year in which the Executive's employment is terminated under this Section 7.2.1, and an amount equal to two (2) times the Executive's Base Salary and Target Incentive Bonus "annualized includable compensation for the base period" (as defined in effect at Section 280G(d) of the Date Internal Revenue Code of Termination. 7.2.2 If1986, during as amended (the first twenty-four months following the Change "Code")), but, in Controlany event, the Executive terminates his employment other than (i) shall not engage in Competitive Activities for Good Reason or (ii) under the conditions set forth in Section 7.2.3 or if his employment is terminated for Cause or Disability or on account of his death, the Company shall pay the Executive all amounts earned or accrued through two years following the Date of Termination but and shall not paid divulge at any time Confidential Information about the Company. (c) If the Company terminates the Executive's employment other than for Cause as of defined herein, the Executive shall receive as severance pay in a lump sum, in cash, on the fifth (5th) day following the Date of Termination, including his Base Salaryan amount equal to two (2) times the Executive's "annualized includable compensation for the base period" (as defined in Section 280G(d) of the Code), reimbursement for reasonable and necessary expenses incurred by but, in any event, the Executive on behalf of the Company prior to shall not engage in Competitive Activities for two years following the Date of Termination, vacation pay, Termination and sick leave. If the Executive's employment is terminated by the Company for Disability or by reason of the Executive's death, the Company shall pay to the Executive or his Beneficiaries the compensation provided in Sections 4.8.1 and 4.8.2 hereof. The Executive's entitlement to not divulge at any other compensation or benefits shall be determined in accordance with time Confidential Information about the Company's employee benefit plans and other applicable programs and practices then in effect. 7.2.3 In the event that the (d) The Executive terminates may terminate his employment (upon at least three months' notice) notice at the end of the first fifteen twelve (1512) months of employment after the Change in Control for other than Good Reason, thereby waiving any further benefits hereunder except a severance benefit of three months salary and a prorated portion of annual bonus, provided that the Executive then agrees not to hire or attempt to hire any employee of the Company during the twelve (12) month period following the termination of employment, but, in any event, the Executive shall not divulge at any time any Confidential Information about the Company. (e) If the Executive terminates his employment during the 24- month period following the change in Control otherwise than under any of paragraphs (b) or (d) of this Section 6, the Executive shall not be entitled to any payments for any period after the end of the employment, shall not receive any severance benefit, and shall not engage in any Competitive Activities during the balance of the twenty- four (24) month period, but, in any event, the Executive shall not divulge at any time any Confidential Information about the Company. (f) If the Executive holds any options to purchase stock of the Company after a Change in Control, such options shall become immediately exercisable in full and the Executive shall be entitled to a exercise such options until the expiration date provided for in the related stock option agreement. (g) If the lump sum severance benefit of one year's Base Salary and Target Incentive Bonuspayment provided for under this Section 6, but shall waive any further benefits hereunder except those provided calculated as set forth above, either alone or together with other payments which the Executive has the right to receive from the Company, would constitute an "excess parachute payment" (as defined in Section 7.2.2280G of the Code), such lump sum severance payment shall be reduced to the largest amount as will result in no portion of the lump sum severance payment under this Section 6 being subject to the excise tax imposed by Section 4999 of the Code. The determination of any reduction in the lump sum severance payment under this Section 6(g) pursuant to the foregoing sentence shall be made by the Executive in good faith, and such determination shall be conclusive and binding on the Company. 7.2.4 (h) In the event of termination of Executive's employment under paragraph (b), (c), or (d) of this Section 7.2.16, Executive shall be entitled to continue to participate in the Company's group medical, dental, life and disability plans and to receive payment of an automobile allowance on the same basis as Executive participated or received immediately prior to the Notice of Termination (or shall receive equivalent benefits) for a period of two (2) years following the Date of Termination, or, with respect to an Anticipatory Event, the date of the Change in Control. Executive shall be responsible for payment of premiums and expenses to the same extent as prior to the Notice of Termination. In the event that Executive becomes eligible for or obtains substantially equivalent coverage or benefits from another source, the Company's obligation under this Section 7.2.4 paragraph 6(h) shall terminate. 7.2.5 Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment except as provided in Section 7.2.4. 7.2.6 The severance pay and benefits provided for in Sections 7.2.1 and 7.2.3 are in lieu of any other severance pay to which the Executive may be entitled under any other Company severance plan, program or arrangement. 7.2.7 In the event the Executive's employment is terminated without Cause or Executive for Good Reason terminates his employment and Section 7.2.1 is applicable under the circumstances of such termination, the restrictive covenants set forth in Section 5 of this Agreement (except for Section 5.1) shall no longer be effective.