Common use of Termination in Connection with Change in Control Clause in Contracts

Termination in Connection with Change in Control. In the event that the employment of the EMPLOYEE is terminated by the COMPANY in connection with a Change in Control for any reason other than Cause or is terminated by the EMPLOYEE as provided in Section 4(a) above, then the following shall occur: (I) The COMPANY shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the product of 2.99 multiplied by the EMPLOYEE’s “base amount” as defined in Section 280G(b)(3) of the Code and the regulations promulgated thereunder (hereinafter collectively referred to as “Section 280G”); (II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered at the COMPANY’s expense under all health, life, disability and other benefit plans of the COMPANY in which the EMPLOYEE was a participant prior to the effective date of the termination of his employment as if the EMPLOYEE were still employed under this Agreement until the earlier of the expiration of the Term or the date on which the EMPLOYEE is included in another employer’s benefit plans as a full-time EMPLOYEE; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the COMPANY hereunder, except as specifically stated in subparagraph (II) above.

Termination in Connection with Change in Control. In the event that the employment of the EMPLOYEE Employee is terminated by the COMPANY Company in connection with a Change in Control for any reason other than Cause or is terminated by the EMPLOYEE Employee as provided in Section 4(a) above, then the following shall occur: (IA) The COMPANY Company shall promptly pay to the EMPLOYEE Employee or to his beneficiaries, dependents or estate an amount equal to the product of 2.99 multiplied by the EMPLOYEEEmployee’s “base amount” as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as “Section SECTION 280G”); (IIB) The EMPLOYEEEmployee, his dependents, beneficiaries and estate shall continue to be covered at the COMPANY’s its expense under all health, life, disability and other benefit plans of the COMPANY Company in which the EMPLOYEE Employee was a participant prior to the effective date of the termination of his employment as if the EMPLOYEE Employee were still employed under this Agreement until the earlier of the expiration of the Term or the date on which the EMPLOYEE Employee is included in another employer’s benefit plans as a full-time EMPLOYEEemployee; and (IIIC) The EMPLOYEE Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE Employee offset in any manner the obligations of the COMPANY Company hereunder, except as specifically stated in subparagraph (II) above.

Termination in Connection with Change in Control. In the event that the employment of the EMPLOYEE Employee is terminated by the COMPANY Company in connection with a Change in Control for any reason other than Cause or is terminated by the EMPLOYEE Employee as provided in Section 4(a4(a)(ii) above, then the following shall occur: (I) The COMPANY Company shall promptly pay to the EMPLOYEE Employee or to his beneficiaries, dependents or estate an amount equal to the product of 2.99 multiplied by the EMPLOYEEEmployee’s “base amount” as defined in Section 280G(b)(3) of the Code Code, and the regulations promulgated thereunder (hereinafter collectively referred to as “Section 280G”); (II) The EMPLOYEEEmployee, his dependents, beneficiaries and estate shall continue to be covered at the COMPANYCompany’s expense under all health, life, disability and other benefit plans of the COMPANY Company in which the EMPLOYEE Employee was a participant prior to the effective date of the termination of his employment as if the EMPLOYEE Employee were still employed under this Agreement until the earlier of the expiration of the Term or the date on which the EMPLOYEE Employee is included in another employer’s benefit plans as a full-time EMPLOYEEemployee; and (III) The EMPLOYEE Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE Employee offset in any manner the obligations of the COMPANY Company hereunder, except as specifically stated in subparagraph (II) above.

Termination in Connection with Change in Control. In the event that the employment of the EMPLOYEE is terminated by the COMPANY in connection with a Change in Control for any reason other than Cause or is terminated by the EMPLOYEE as provided in Section 4(a) above, then the following shall occur: (I) The COMPANY shall promptly pay to the EMPLOYEE or to his her beneficiaries, dependents or estate an amount equal to the product of 2.99 multiplied by the EMPLOYEE’s “base amount” as defined in Section 280G(b)(3) of the Code and the regulations promulgated thereunder (hereinafter collectively referred to as “Section 280G”); (II) The EMPLOYEE, his her dependents, beneficiaries and estate shall continue to be covered at the COMPANY’s expense under all health, life, disability and other benefit plans of the COMPANY in which the EMPLOYEE was a participant prior to the effective date of the termination of his her employment as if the EMPLOYEE were still employed under this Agreement until the earlier of the expiration of the Term or the date on which the EMPLOYEE is included in another employer’s benefit plans as a full-time EMPLOYEE; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the COMPANY hereunder, except as specifically stated in subparagraph (II) above.