Common use of Triggering Events Clause in Contracts

Triggering Events. A. In the event that a Change in Control occurs, regardless of other vesting provisions set forth in the instruments detailing such awards, all outstanding unvested stock options, restricted stock, SARs or other awards made under any of the Company’s incentive plans (collectively, “Unvested Awards”) held by Executive as of the date of the Change in Control shall be deemed to become immediately vested upon the Change in Control. B. In the event that either (a) the Company or its successor terminates Executive’s employment, other than for Cause, or (b) Executive terminates his employment for Good Reason, and within two (2) months following either such termination, (c) a Change in Control occurs, upon the occurrence of such Change in Control, the following shall take place: (i) All Unvested Awards held by Executive as of the date of termination, shall be deemed to have become vested, irrespective of any lapse which would otherwise have been deemed to have occurred upon the date of termination, and shall thereafter, in the case of options, SARs or similar awards, be exercisable upon such terms as shall conform to the treatment of other options, etc. in connection with the Change in Control; and (ii) The Company or its successor shall pay to Executive a lump sum of cash equal to the greater of (x) six (6) months of Executive’s base salary calculated as of the date of termination, or (y) six (6) months of Executive’s base salary calculated as of any date within the one (1) month prior to Executive’s termination date. C. In the event that (a) a Change in Control occurs, and, within twelve (12) months following the date of the Change in Control, either (b) the Company or its successor terminates Executive’s employment, other than for Cause, or (c) Executive terminates his employment for Good Reason, upon such a termination, the Company or its successor shall pay to Executive a lump sum of cash equal to the greater of (x) six (6) months of Executives’ base salary calculated as of the date of termination, or (y) six (6) months of Executives’ base salary calculated as of the date of the Change in Control. To the extent that any payments hereunder are subject to the timing rules of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (because they are made to “specified employees” in connection with a “separation from service” as defined therein), then such payments shall be made only within the timing rules of such statute, by delaying, to the extent thus required, such payments until six months after the date of separation.

Triggering Events. A. In the event that a Change in Control occurs, regardless of other vesting provisions set forth in the instruments detailing such awards, all outstanding unvested stock options, restricted stock, SARs or other awards made under any of the Company’s incentive plans (collectively, “Unvested Awards”) held by Executive as of the date of the Change in Control shall be deemed to become immediately vested upon the Change in Control. B. In the event that either (a) the Company or its successor terminates Executive’s employment, other than for Cause, or (b) Executive terminates his employment for Good Reasonany reason, and within two three (23) months following either such termination, (c) a Change in Control occurs, upon the occurrence of such Change in Control, the following shall take place: (i) All Unvested Awards held by Executive as of the date of termination, shall be deemed to have become vested, irrespective of any lapse which would otherwise have been deemed to have occurred upon the date of termination, and shall thereafter, in the case of options, SARs or similar awards, be exercisable upon such terms as shall conform to the treatment of other options, etc. in connection with the Change in Control; and (ii) The Company or its successor shall pay to Executive a lump sum of cash equal to the greater of (x) six (6) months of Executive’s base salary calculated as of the date of termination, or (y) six (6) months of Executive’s base salary calculated as of any date within the one (1) month prior to Executive’s termination date$290,000. C. In the event that (a) a Change in Control occurs, and, within twelve (12) months following the date of the Change in Control, either (b) the Company or its successor terminates Executive’s employment, other than for Cause, or (c) Executive terminates his employment for Good Reasonany reason, upon such a termination, the Company or its successor shall pay to Executive a lump sum of cash equal to $290,000. To the greater of (x) six (6) months of Executives’ base salary calculated as extent that any payments under Paragraph 4A or Paragraph 4B are subject to Section 409A of the date Internal Revenue Code of termination1986, or as amended (y) six (6) months of Executives’ base salary calculated the “Code”), and the Change in Control is not also a “change in control event” as of the date of defined in applicable guidance under such section, payment shall not be made on the Change in Control; rather, payment shall be made (I) in the case of Paragraph 4A, on the earlier of Executive’s separation from service or the date payment would have been made under the terms of the applicable plan or award, and (II) in the case of Paragraph 4B, on the three month anniversary of Executive’s separation from service, provided that, for the avoidance of doubt, the references in this sentence to “payments” or “payment” are not intended to refer to the vesting of stock options and shall not be construed to defer or prevent the vesting of stock options. To In addition, to the extent that any payments hereunder are subject to the timing rules of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (because they are made to “specified employees” in connection with a “separation from service” as defined therein), then such payments shall be made only within the timing rules of such statute, by delaying, to the extent thus required, such payments until six months after the date of separation.

Triggering Events. A. In the event that a Change in Control occurs, regardless of other vesting provisions set forth in the instruments detailing such awards, all outstanding unvested stock options, restricted stock, SARs or other awards made under any of the Company’s incentive plans (collectively, “Unvested Awards”) held by Executive as of the date of the Change in Control shall be deemed to become immediately vested upon the Change in Control. B. In the event that either (a) the Company or its successor terminates Executive’s employment, other than for Cause, or (b) Executive terminates his employment for Good Reason, and within two (2) months following either such termination, (c) a Change in Control occurs, upon the occurrence of such Change in Control, the following shall take place: (i) All Unvested Awards held by Executive as of the date of termination, shall be deemed to have become vested, irrespective of any lapse which would otherwise have been deemed to have occurred upon the date of termination, and shall thereafter, in the case of options, SARs or similar awards, be exercisable upon such terms as shall conform to the treatment of other options, etc. in connection with the Change in Control; and (ii) The Company or its successor shall pay to Executive a lump sum of cash equal to the greater of (x) six (6) months of Executive’s base salary calculated as of the date of termination, or (y) six (6) months of Executive’s base salary calculated as of any date within the one (1) month prior to Executive’s termination date. (iii) To the extent not previously paid, the Company or its successor shall remain obligated to pay to Executive bonus payments in the aggregate sum of $164,000, payable as follows: $82,000 on October 25, 2006 and $82,000 on April 25, 2007. C. In the event that (a) a Change in Control occurs, and, within twelve (12) months following the date of the Change in Control, either (b) the Company or its successor terminates Executive’s employment, other than for Cause, or (c) Executive terminates his employment for Good Reason, upon such a termination, the Company or its successor shall pay to Executive a lump sum of cash equal to the greater of (x) six (6) months of Executives’ base salary calculated as of the date of termination, or (y) six (6) months of Executives’ base salary calculated as of the date of the Change in Control. To the extent that any payments hereunder are subject to the timing rules of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (because they are made to “specified employees” in connection with a “separation from service” as defined therein), then such payments shall be made only within the timing rules of such statute, by delaying, to the extent thus required, such payments until six months after the date of separation.