Common use of Termination Within Six Months After a Change of Control Clause in Contracts

Termination Within Six Months After a Change of Control. (i) If Employee terminates his employment with the Company or is terminated by the Company with a Date of Termination within six months following the effective date of a Change of Control, upon such termination Employee shall be entitled to a lump sum payment equal to twice the Employee's annual base salary amount in effect at the Date of Termination. If, however, the amount of any such lump sum payment, plus any other amount treated as a parachute payment under Section 280G of the Internal Revenue Code, as amended, (the "Code") equals or exceeds the base amount described in such Section 280G, then the amount due hereunder shall be adjusted to have a value of three times the base amount under Section 280G less $100. (ii) This paragraph 6.b. shall initially be effective for a period of five years from the effective date of this Agreement; provided, however, that commencing on the first anniversary after the date of this Agreement, and on each annual anniversary thereafter, the effectiveness of this paragraph 6.b. shall automatically be extended for an additional year, unless 30 days prior to the anniversary the Company gives notice to the Employee that the effectiveness of this paragraph 6.b. will not be extended. (iii) Any amount paid under this paragraph 6.b. will be deemed severance pay. Employee will not be under any duty to mitigate damages and no income received by employee thereafter shall reduce the amount due Employee hereunder. (iv) If Employee should die after the occurrence of a Change of Control and while any amount would still be payable to Employee hereunder if Employee had continued to live but not be in the employ of the Company, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Employee's devisee or other designee or, if there be no such devisee or designee, to Employee's estate.

Termination Within Six Months After a Change of Control. (i) If Employee terminates his employment with the Company or is terminated by the Company with a Date of Termination within six months following the effective date of a Change of Control, upon such termination Employee shall be entitled to a lump sum payment equal to twice the Employee's annual base salary amount in effect at the Date of Termination. If, however, the amount of any such lump sum payment, plus any other amount treated as a parachute payment under Section 280G of the Internal Revenue Code, as amended, (the "Code") equals or exceeds the base amount described in such Section 280G, then the amount due hereunder shall be adjusted to have a value of three times the base amount under Section 280G less $100. (ii) This paragraph 6.b. b. shall initially be effective for a period of five years from the effective date of this Agreement; provided, however, that commencing on the first anniversary after the date of this Agreement, and on each annual anniversary thereafter, the effectiveness of this paragraph 6.b. b. shall automatically be extended for an additional year, unless 30 days prior to the anniversary the Company gives notice to the Employee that the effectiveness of this paragraph 6.b. b. will not be extended. (iii) Any amount paid under this paragraph 6.b. b. will be deemed severance pay. Employee will not be under any duty to mitigate damages and no income received by employee thereafter shall reduce the amount due Employee hereunder. (iv) If Employee should die after the occurrence of a Change of Control and while any amount would still be payable to Employee hereunder if Employee had continued continue to live but not be in the employ of the Company, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Employee's devisee or other designee or, if there be no such devisee or designee, to Employee's estate.

Termination Within Six Months After a Change of Control. (i) If Employee terminates his (i) within six months following the effective date of Change of Control, Employee's employment with the Company or is terminated by the Company, or (ii) Employee notifies the Company with a Date of Termination within six months following the effective date of a Change of ControlControl of the existence of a condition constituting Good Reason for termination of his employment, and Employee's employment subsequently terminates as a result of the Company's failure to remedy the condition by the end of the cure period provided in the definition of Good Reason, then upon such termination Employee shall be entitled to a lump sum payment equal to twice the Employee's annual base salary amount in effect at the Date of Termination; provided, however, if Employee shall have terminated his employment for Good Reason as a result of a material diminution in his base compensation, his "annual base salary" for purposes of this subsection 6.b(i) shall mean his annual base salary as in effect immediately prior to such material diminution in base compensation. Any payment pursuant to this Section 6.b(i) shall be made within five business days following the Date of Termination, except to the extent Section 19 of this Amended Agreement applies. If, however, the amount of any such lump sum payment, plus any other amount treated as a parachute payment under Section 280G of the Internal Revenue Code, as amended, (the "Code") equals or exceeds the base amount described in such Section 280G, then the amount due hereunder shall be adjusted to have a value of three times the base amount under Section 280G less $100. (ii) This paragraph 6.b. shall was initially be effective for a period of five years from the effective date of this the Original Agreement; provided, however, that commencing on the first anniversary after the date of this AgreementFebruary 15, 2006, and on each annual anniversary thereafter, the effectiveness of this paragraph 6.b. shall automatically be extended for an additional year, unless 30 days prior to the anniversary the Company gives notice to the Employee that the effectiveness of this paragraph 6.b. will not be extended. (iii) Any amount paid under this paragraph 6.b. will be deemed severance pay. Employee will not be under any duty to mitigate damages and no income received by employee thereafter shall reduce the amount due Employee hereunder. (iv) If Employee should die after the occurrence of a Change of Control and while any amount would still be payable to Employee hereunder if Employee had continued to live but not be in the employ of the Company, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Employee's devisee or other designee or, if there be no such devisee or designee, to Employee's estate.

Termination Within Six Months After a Change of Control. (i) If Employee terminates his (i) within six months following the effective date of Change of Control, Employee's employment with the Company or is terminated by the Company, or (ii) Employee notifies the Company with a Date of Termination within six months following the effective date of a Change of ControlControl of the existence of a condition constituting Good Reason for termination of his employment, and Employee's employment subsequently terminates as a result of the Company's failure to remedy the condition by the end of the cure period provided in the definition of Good Reason, then upon such termination Employee shall be entitled to a lump sum payment equal to twice the Employee's annual base salary amount in effect at the Date of Termination; provided, however, if Employee shall have terminated his employment for Good Reason as a result of a material diminution in his base compensation, his "annual base salary" for purposes of this subsection 6.b(i) shall mean his annual base salary as in effect immediately prior to such material diminution in base compensation. Any payment pursuant to this Section 6.b(i) shall be made within five business days following the Date of Termination, except to the extent Section 19 of this Amended Agreement applies. If, however, the amount of any such lump sum payment, plus any other amount treated as a parachute payment under Section 280G of the Internal Revenue Code, as amended, (the "Code") equals or exceeds the base amount described in such Section 280G, then the amount due hereunder shall be adjusted to have a value of three times the base amount under Section 280G less $100. (ii) This paragraph 6.b. shall was initially be effective for a period of five years from the effective date of this the Original Agreement; provided, however, that commencing on the first anniversary after the date of this AgreementOctober 2, 2007, and on each annual anniversary thereafter, the effectiveness of this paragraph 6.b. shall automatically be extended for an additional year, unless 30 days prior to the anniversary the Company gives notice to the Employee that the effectiveness of this paragraph 6.b. will not be extended. (iii) Any amount paid under this paragraph 6.b. will be deemed severance pay. Employee will not be under any duty to mitigate damages and no income received by employee thereafter shall reduce the amount due Employee hereunder. (iv) If Employee should die after the occurrence of a Change of Control and while any amount would still be payable to Employee hereunder if Employee had continued to live but not be in the employ of the Company, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Employee's devisee or other designee or, if there be no such devisee or designee, to Employee's estate.

Termination Within Six Months After a Change of Control. (i) If Employee terminates his (i) within six months following the effective date of Change of Control, Employee's employment with the Company or is terminated by the Company, or (ii) Employee notifies the Company with a Date of Termination within six months following the effective date of a Change of ControlControl of the existence of a condition constituting Good Reason for termination of his employment, and Employee's employment subsequently terminates as a result of the Company's failure to remedy the condition by the end of the cure period provided in the definition of Good Reason, then upon such termination Employee shall be entitled to a lump sum payment equal to twice the Employee's annual base salary amount in effect at the Date of Termination; provided, however, if Employee shall have terminated his employment for Good Reason as a result of a material diminution in his base compensation, his "annual base salary" for purposes of this subsection 6.b(i) shall mean his annual base salary as in effect immediately prior to such material diminution in base compensation. Any payment pursuant to this Section 6.b(i) shall be made within five business days following the Date of Termination, except to the extent Section 19 of this Amended Agreement applies. If, however, the amount of any such lump sum payment, plus any other amount treated as a parachute payment under Section 280G of the Internal Revenue Code, as amended, (the "Code") equals or exceeds the base amount described in such Section 280G, then the amount due hereunder shall be adjusted to have a value of three times the base amount under Section 280G less $100. (ii) This paragraph 6.b. shall was initially be effective for a period of five years from the effective date of this the Original Agreement; provided, however, that commencing on the first anniversary after the date of this AgreementJanuary 1, 2006, and on each annual anniversary thereafter, the effectiveness of this paragraph 6.b. shall automatically be extended for an additional year, unless 30 days prior to the anniversary the Company gives notice to the Employee that the effectiveness of this paragraph 6.b. will not be extended. (iii) Any amount paid under this paragraph 6.b. will be deemed severance pay. Employee will not be under any duty to mitigate damages and no income received by employee thereafter shall reduce the amount due Employee hereunder. (iv) If Employee should die after the occurrence of a Change of Control and while any amount would still be payable to Employee hereunder if Employee had continued to live but not be in the employ of the Company, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Employee's devisee or other designee or, if there be no such devisee or designee, to Employee's estate.