Common use of Termination Due to Change of Control Clause in Contracts

Termination Due to Change of Control. If the Executive terminates due to Change of Control as defined in Section 2(f), the Executive shall be entitled to receive a severance payment equal to 2.99 times the average annual base salary of the Executive for the three (3) most recent taxable years that ended before the date of termination. The Executive shall not forfeit any and all deferred portion of any award made to the Executive in respect to any retirement, pension, profit sharing, long-term incentive, or other similar such plan(s). Notwithstanding the preceding, if and to the extent the severance payment, either alone or in conjunction with other payments the Executive has the right to receive either directly or indirectly from the Company, would constitute an excess parachute payment (the "Excess Payment") under Section 280G of the Internal Revenue Code of 1986, as amended, the Executive agrees that such cash severance payment shall be reduced by the amount necessary to prevent any such payments to the Executive from constituting an Excess Payment as determined in good faith by the Company.

Termination Due to Change of Control. If the Executive terminates due to Change of Control as defined in Section 2(f), the Executive shall be entitled to receive a severance payment equal to 2.99 ______ times the average annual base salary of the Executive for the three (3) most recent taxable years that ended before the date of termination. The Executive shall not forfeit any and all deferred portion of any award made to the Executive in respect to any retirement, pension, profit sharing, long-term incentive, or other similar such plan(s). Notwithstanding the preceding, if and to the extent the severance payment, either alone or in conjunction with other payments the Executive has the right to receive either directly or indirectly from the Company, would constitute an excess parachute payment (the "Excess Payment") under Section 280G of the Internal Revenue Code of 1986, as amended, the Executive agrees that such cash severance payment shall be reduced by the amount necessary to prevent any such payments to the Executive from constituting an Excess Payment as determined in good faith by the Company.