Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) of the Company shall be deemed a termination of the Employee without Cause, and the Employee shall be entitled to receive and the Company agrees to pay to the Employee the same amount determined under Section 7.2 that is payable to the Employee on termination without Cause provided, however, that such amount shall be payable in a lump sum on the Date of Termination and not in installments as provided in Section 7.2. In addition, on a Change of Control, all of the Employee's outstanding but unvested options and rights relating to capital stock of the Company shall immediately vest and become exercisable, the term of any such options and rights shall be extended to the first anniversary of the Employee's termination, and all RSUs and shares of the Company's restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. After a Change in Control, if any previously outstanding option or right (the "Terminated Option") relating to the Company's capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined below) shall either: Issue an option, warrant or right, as appropriate (the "Successor Option"), to purchase common stock of such successor or Parent in an amount such that on exercise of the Successor Option the Employee would receive the same number of shares of the successor's/Parent's common stock as the Employee would have received had the Employee exercised the Terminated Option immediately prior to the transaction resulting in the Change in Control and received shares of such successor/Parent in such transaction. The aggregate exercise price for all of the shares covered by such Successor Option shall equal the aggregate exercise price of the Terminated Option; or Pay the Employee a bonus within ten (10) days after the consummation of the Change in Control in an amount agreed to by the Employee and the Company. Such amount shall be at least equivalent on an after-tax basis to the net after-tax gain that the Employee would have realized if the Employee had been issued a Successor Option under clause 10.1(a) above and had immediately exercised such Successor Option and sold the underlying stock, taking into account the different tax rates that apply to such bonus and to such gain, and such amount shall ...

Payments on Change in Control. In the event of a Change in Control (defined below), the Executive shall be entitled to full and immediate vesting in the Restricted Stock awarded under paragraph 2(c). If the Executive’s Date of Termination occurs on or within 12 months after a Change in Control, then the Executive shall also be entitled to: (a) An amount equal to 1.5 times the Executive’s Salary. Such amount shall be paid in a lump sum cash payment within five (5) business days of the Date of Termination; and (b) the applicable benefits provided in paragraph 4; provided, however, the Salary payable under subparagraph (a) above shall be in lieu of any Salary payable under paragraph 4(c)(i) (relating to Salary through end of contract term for non-Cause involuntary termination and termination for Good Reason), if applicable.

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Payments on Change in Control. If a Change in Control occurs during the Term and your employment with the Company is terminated without Cause or by you for Good Reason, in each case within two (2) years after the effective date of the Change in Control, then you will be entitled to receive and the Company agrees to pay to you, in lieu of payments under Section 4 of the Plan for the remainder of the Term, Three Million Three Hundred Thousand Dollars ($3,300,000). This amount will be paid in accordance with Section 10(a) of the Plan, subject to Section 9(d) of the Plan.

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Payments on Change in Control. If a Change in Control occurs during the Term and your employment with the Company is terminated by the Company without Cause or by you for Good Reason, in each case within two (2) years after the effective date of the Change in Control, then you will be entitled to receive and the Company agrees to pay to you, in lieu of payments under Section 4 of the Plan for the remainder of the Term, a Severance Amount equal to 2.99 times the sum of your Base Salary as of the Date of Termination plus your target annual Bonus for the year in which the termination occurs. This amount will be paid in accordance with Section 10(a) of the Plan, in addition to any other payments specified therein.

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Payments on Change in Control. Notwithstanding the provisions of Section 1, if a Change in Control occurs prior to the date on which the Executive has received all of the payments due his hereunder, all of the then remaining Retirement Benefits to which he is entitled hereunder, determined in accordance with Exhibit A (without any adjustment for early payment), shall be paid to the Executive in a lump sum as soon as practicable following the Change in Control.

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Payments on Change in Control. Section 10(a) of the Employment Agreement is hereby deleted and replaced in its entirety with the following:

Payments on Change in Control. In the event of a Change in Control (defined below), the Executive shall be entitled to full and immediate vesting in the Restricted Stock and Stock Options awarded under the Company's 2000 Stock Option Plan. If the Executive's Date of Termination occurs on or within 12 months after a Change in Control, then the Executive shall also be entitled to: An amount equal to 1.5 times the Executive's Salary. Such amount shall be paid in a lump sum cash payment within five (5) business days of the Date of Termination; and the applicable benefits provided in paragraph 4; provided, however, the Salary payable under subparagraph (a) above shall be in lieu of any Salary payable under paragraph 4(c)(i) (relating to Salary through end of contract term for non-Cause involuntary termination and termination for Good Reason), if applicable. For purposes of this Agreement, "Change in Control" shall mean the occurrence of one of the following events: (i) any person, as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than (1) the Company, (2) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or (3) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company), is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including the securities beneficially owned by such person or any securities acquired directly from the Company or its affiliates) representing more than 25% of the combined voting power of the Company's then outstanding voting securities; (ii) during any period of not more than two consecutive years, individuals who at the beginning of such period constitute the Board (such board of directors being referred to herein as the Existing Board), and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) of this paragraph 5) whose election by the Existing Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (other than approval given in connection with an actua...

Payments on Change in Control. If a Change in Control occurs during the Term and your employment with the Company is terminated by the Company without Cause or by you for Good Reason, in each case within two (2) years after the effective date of the Change in Control, then you will be entitled to receive and the Company agrees to pay to you, in lieu of payments under Section 4 of the Plan for the remainder of the Term, Three Million Nine Hundred Thousand Dollars ($3,900,000). This amount will be paid in accordance with Section 10(a) of the Plan. Tel (000) 000-0000 · Fax (000) 000-0000 · wxx.xxxxxxxxxxxxxxxx.xxx

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