Common use of SEVERANCE PAY UPON CHANGE OF CONTROL Clause in Contracts

SEVERANCE PAY UPON CHANGE OF CONTROL. Paragraph 6(d) of the ------------------------------------ Employment Agreement shall be modified to state: Upon the sale or disposition by Company of substantially all of its business or assets or the sale of the capital stock of Company in connection with the sale or transfer of a controlling interest in Company to a third party or the merger or consolidation of Company with another corporation as part of a sale or transfer of a controlling interest in Company to a third party, Executive shall receive, as additional compensation and not in lieu of his rights under this Agreement, two (2) years' salary. "A controlling interest" shall be defined as 50% or more of the common stock of the Company. "Two (2) years' salary" shall be defined as only the cash compensation paid to Executive pursuant to subparagraph (a) above, as it may be modified from time to time, and shall not include employee benefits, incentive stock options, automobile allowance or debt forgiveness, if any. Executive shall be entitled to receive this additional compensation if Executive's employment is terminated as a result of the change of control described herein or, if Executive, at Executive's election, terminates his employment as a result of such change of control.

SEVERANCE PAY UPON CHANGE OF CONTROL. Paragraph 6(d6(e) of the ------------------------------------ Employment Agreement shall be modified to state: Upon the sale or disposition by Company of substantially all of its business or assets or the sale of the capital stock of Company in connection with the sale or transfer of a controlling interest in Company to a third party or the merger or consolidation of Company with another corporation as part of a sale or transfer of a controlling interest in Company to a third party, Executive shall receive, as additional compensation and not in lieu of his rights under this Agreement, two (2) years' salary. "A controlling interest" shall be defined as 50% or more of the common stock of the Company. "Two (2) years' salary" shall be defined as only the cash compensation paid to Executive pursuant to subparagraph (a) above, as it may be modified from time to time, and shall not include employee benefits, incentive stock options, automobile allowance or debt forgiveness, if any. Executive shall be entitled to receive this additional compensation if Executive's employment is terminated as a result of the change of control described herein or, if Executive, at Executive's election, terminates his employment as a result of such change of control.