Common use of PRINCIPAL UNDERTAKING Clause in Contracts

PRINCIPAL UNDERTAKING. 1.1 If (a) following a Potential Change in Control (provided a Change in Control occurs within eighteen months thereafter) or (b) within a one and one-half (1-1/2) year period after a Change in Control shall have occurred, Executive's employment shall have been terminated by the Company without "Cause" (paragraph 10.2) or by Executive in a "Termination for Good Reason" (Article 11), then Executive shall be paid by the Company subject to Article 6, the following "Special Severance Pay Benefits": - Current Salary and Other Compensation Benefits (Article 2); - Other Salary and Incentive Compensation Benefits (Article 3); - Pension Benefit Adjustment (Article 4) - Stock Option Adjustment (Article 5); and - Tax Adjustment (Article 6). 1.2 The total of the amounts to be paid under Articles 3 through 6, subject to any taxes required to be withheld, shall be paid to Executive as follows: (A) in a lump sum, on or before the fifth day following "Date of Employment Termination " (paragraph 13.2); or (B) at Executive's option, in monthly installments not to exceed an 18 month period, commencing the fifth day of the month following the Date of Employment Termination, if written notification by the Executive is received by the Company within three days following the Date of Employment Termination. 1.3 The amount of any loan or advance to Executive shall be due and payable as of the Date of Employment Termination. The Company shall have no right of setoff against any amount due Executive under this Agreement, except that the Company may set off against such amount the balance of any loan or advance which remains unpaid after the third day following the Date of Employment Termination.

PRINCIPAL UNDERTAKING. 1.1 If (a) following a Potential Change in Control (provided a Change in Control occurs within eighteen months thereafter) or (b) within a one and one-half (1-1/2) year period after a Change in Control shall have occurred, Executive's employment shall have been terminated by the Company without "Cause" (paragraph 10.2) or by Executive in a "Termination for Good Reason" (Article 11), then Executive shall be paid by the Company subject to Article 6, the following "Special Severance Pay Benefits": - Current Salary and Other Compensation Benefits (Article 2); - Other Salary and Incentive Compensation Benefits (Article 3); - Pension Benefit Adjustment (Article 4) - Stock Option Adjustment (Article 5); and - Tax Adjustment (Article 6). 1.2 The total of the amounts to be paid under Articles 3 through 6, subject to any taxes required to be withheld, shall be paid to Executive as follows: (A) in a lump sum, on or before the fifth day following "Date of Employment Termination Termination" (paragraph 13.2); or (B) at Executive's option, in monthly installments not to exceed an 18 month period, commencing the fifth day of the month following the Date of Employment Termination, if written notification by the Executive is received by the Company within three days following the Date of Employment Termination. 1.3 The amount of any loan or advance to Executive shall be due and payable as of the Date of Employment Termination. The Company shall have no right of setoff against any amount due Executive under this Agreement, except that the Company may set off against such amount the balance of any loan or advance which remains unpaid after the third day following the Date of Employment Termination.