Common use of Upon a Change in Control Clause in Contracts

Upon a Change in Control. If the Executive suffers a Termination Without Cause or Constructive Termination at the time of or within one (1) year following a Change in Control, the Company will pay to the Executive in a lump sum upon such termination an amount equal to the sum of (i) 299% of the Executive's combined (A) Base Salary as in effect at the time of the termination and (B) the average of the Annual Incentive Award for the two (2) immediately preceding completed calendar years, and (ii), to the extent that such foregoing amount, when added to any other payment in the nature of compensation (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder ("Section 280G")) to or for the benefit of the Executive (or any part of such amount or other payment) constitutes an "excess parachute payment" within the meaning of Section 280G, the amount, if any, of (A) such "excess parachute payment" multiplied by a fraction, the numerator of which is the number one (1.00) and the denominator of which is (I) the number one (1.00) minus (II) the effective tax rate under Section 280G applicable to the Executive expressed as a decimal, minus (B) the amount of such "excess parachute payment." For six (6) months following such Termination Without Cause or Constructive Termination, the Company shall reimburse the Executive for the cost of the Executive's major medical health insurance as in effect at the date of termination. The exercisability of stock options granted to the Executive shall be governed by any applicable stock option agreements and the terms of the respective stock option plans.

Upon a Change in Control. If the Executive suffers a Termination Without Cause or Constructive Termination at the time of or within one (1) year following a Change in Control, the Company will pay to the Executive the following: (a) in a lump sum upon such termination an amount equal to the sum of (i) 299200% of the Executive's combined (A) Base Salary as in effect at the time of the termination and (B) the average of the Annual Incentive Award Bonus for the two (2) calendar years immediately preceding completed calendar yearsthe year of termination, and (ii), to the extent that such foregoing amount, when added to amount or any other payment in the nature of compensation (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder ("Section 280G")) to or for the benefit of the Executive (or any part of such amount or other payment) constitutes an "excess parachute payment" within the meaning of Section 280G, the amount, if any, of (A) such "excess parachute payment" multiplied by a fraction, the numerator of which is the number one (1.00) and the denominator of which is (I) the number one (1.00) minus (II) the effective tax rate under Section 280G applicable to the Executive expressed as a decimal, minus (B) the amount of such "excess parachute payment." For six (6such amount being sometimes hereinafter called the "Excise Tax Gross-Up"); and (b) for the greater of (i) the remaining term of this Employment Agreement or (ii) twelve (12) months following such Termination Without Cause or Constructive Termination, the Company shall reimburse the Executive for the cost of the Executive's major medical health insurance as in effect at the date of termination. The exercisability of stock options granted to the Executive shall be governed by any applicable stock option agreements and the terms of the respective stock option plans. Notwithstanding the provisions of the foregoing subparagraph (a), if the Excise Tax Gross- Up required to be paid by the Company to all other employees of the Company ("Affected Employees") shall exceed $5,000,000 (the "Gross-Up Limitation"), then the amount of Excise Tax Gross-Up payable to the Executive shall be an amount equal to $5,000,000 times a fraction, the numerator of which shall be the amount of Excise Tax Gross-Up computed for the Executive before consideration of the Gross-Up Limitation, and the denominator of which shall be the aggregate Excise Tax Gross-Up computed for all Affected Employees before consideration of the Gross-Up Limitation.

Upon a Change in Control. If the Executive suffers a Termination Without Cause or Constructive Termination at the time of or within one (1) year following a Change in Control, the Company will shall pay to the Executive in a lump sum upon such termination an amount equal to the sum of the Executive's (i) earned but unpaid Base Salary, if any, for the current fiscal year through the date of termination; (ii) earned but unpaid Annual Incentive Award, if any, for the current fiscal year through the date of termination; (iii) 299% of the Executive's combined (A) annual Base Salary as in effect at the time date of the termination and plus (B) the average of the Annual Incentive Award for the two (2) immediately preceding completed calendar years, and (ii), to fiscal years of the Company. To the extent that such foregoing amount, when added to any other payment in the nature of compensation (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amendedCode, and the regulations promulgated thereunder ("Section 280G")) to or for the benefit of the Executive (or any part of such amount or other payment) constitutes an "excess parachute payment" within the meaning of Section 280G, the amount, if any, of (A) such "excess parachute payment" multiplied by a fraction, the numerator of which is the number one (1.00) and the denominator of which is (I) the number one (1.00) minus (II) the effective tax rate under Section 280G applicable to the Executive expressed as a decimal, minus (B) the amount of such "excess parachute payment." For six (6) months following such Termination Without Cause or Constructive Termination, the Company shall reimburse the Executive for the cost of the Executive's major medical health insurance as in effect at the date of termination. The exercisability of stock options granted to the Executive shall be governed by any applicable stock option agreements and the terms of the respective stock option plans.

Upon a Change in Control. If the Executive suffers a Termination Without Cause or Constructive Termination at the time of or within one (1) year following a Change in Control, the Company will pay to the Executive the following: (a) in a lump sum upon such termination an amount equal to the sum of (i) 299% of the Executive's combined (A) Base Salary as in effect at the time of the termination and (B) the average of the Annual Incentive Award Bonus for the two (2) calendar years immediately preceding completed calendar yearsthe year of termination, and (ii), to the extent that such foregoing amount, when added to amount or any other payment in the nature of compensation (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder ("Section 280G")) to or for the benefit of the Executive (or any part of such amount or other payment) constitutes an "excess parachute payment" within the meaning of Section 280G, the amount, if any, of (A) such "excess parachute payment" multiplied by a fraction, the numerator of which is the number one (1.00) and the denominator of which is (I) the number one (1.00) minus (II) the effective tax rate under Section 280G applicable to the Executive expressed as a decimal, minus (B) the amount of such "excess parachute payment." For six (6such amount being sometimes hereinafter called the "Excise Tax Gross-Up"); and (b) for the greater of (i) the remaining term of this Employment Agreement or (ii) twelve (12) months following such Termination Without Cause or Constructive Termination, the Company shall reimburse the Executive for the cost of the Executive's major medical health insurance as in effect at the date of termination. The exercisability of stock options granted to the Executive shall be governed by any applicable stock option agreements and the terms of the respective stock option plans. Notwithstanding the provisions of the foregoing subparagraph (a), if the Excise Tax Gross- Up required to be paid by the Company to all other employees of the Company ("Affected Employees") shall exceed $5,000,000 (the "Gross-Up Limitation"), then the amount of Excise Tax Gross-Up payable to the Executive shall be an amount equal to $5,000,000 times a fraction, the numerator of which shall be the amount of Excise Tax Gross-Up computed for the Executive before consideration of the Gross-Up Limitation, and the denominator of which shall be the aggregate Excise Tax Gross-Up computed for all Affected Employees before consideration of the Gross-Up Limitation.

Upon a Change in Control. If the Executive suffers a Termination Without Cause or Constructive Termination at the time of or within one (1) year following a Change in Control, the Company will pay to the Executive in a lump sum upon such termination an amount equal to the sum of (i) 299% of the Executive's combined (A) Base Salary as in effect at the time of the termination and (B) the average of the Annual Incentive Award for the two (2) immediately preceding completed calendar years, and (ii), to the extent that such foregoing amount, when added to any other payment in the nature of compensation (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder ("Section 280G")) to or for the benefit of the Executive (or any part of such amount or other payment) constitutes an "excess parachute payment" within the meaning of Section 280G, the amount, if any, of (A) such "excess parachute payment" multiplied by a fraction, the numerator of which is the number one (1.00) and the denominator of which is (I) the number one (1.00) minus (II) the effective tax rate under Section 280G applicable to the Executive expressed as a decimal, minus (B) the amount of such "excess parachute payment." For six (6) months following such Termination Without Cause or Constructive Termination, the Company shall reimburse the Executive for the cost of the Executive's major medical health insurance as in effect at the date of termination. The exercisability of stock options granted to the Executive shall be governed by any applicable stock option agreements and the terms of the respective stock option plans.