Common use of Upon a Change in Control Clause in Contracts

Upon a Change in Control. If Executive suffers a Termination Without Cause or Constructive Termination upon a Change in Control, the Company will pay to the Executive in a lump sum upon such termination an amount equal to 300% of Executive's Base Salary as in effect at the time of the termination plus 300% of Executive's prior year Annual Incentive Compensation (the "Change in Control Severance Amount"), less the aggregate amount of all other payments or value received by the Executive on account of the Change in Control to the extent such additional payments or value would be considered in the computation of "Excess Parachute Payments" pursuant to Section 280G of the Internal Revenue Code of 1986, as amended, and regulations thereunder. In addition to the foregoing, earned but unpaid Base Salary and incentive compensation awards through the date of termination will be paid in a lump sum at the time of such termination. For six (6) months following such Termination Without Cause or Constructive Termination, the Company shall reimburse Executive for the cost of the Executive's major medical health insurance premiums as in effect at the date of termination. The exercisability of stock options granted to 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 Executive suffers a Termination Without Cause or Constructive Termination (hereinafter defined) upon a Change in Control, the Company will pay to the Executive in a lump sum upon such termination termination, an amount equal to 300200% of Executive's Base Salary as in effect at the time of the termination termination, plus 300200% of Executive's prior year Annual Incentive Compensation bonus (the "Change in Control Severance Amount"), less the aggregate amount of all other payments or value received by the Executive on account of the Change in Control to the extent such additional payments or value would be considered in the computation of "Excess Parachute Payments" pursuant to Section 280G 28OG of the Internal Revenue Code of 1986, as amended, and regulations thereunder. In addition to the foregoing, earned but unpaid Base Salary and incentive compensation awards through the date of termination will be paid in a lump sum at the time of such termination. For six (6) months following such Termination Without Cause or Constructive TerminationTermination upon a Change in Control, and to the extent that the Executive is otherwise eligible to continue to participate in the Company's health insurance plans, the Company shall reimburse Executive for the cost of the Executive's major medical health insurance premiums as in effect at the date of termination. The exercisability of stock options granted to Executive shall be governed by any applicable stock option agreements and the terms of the respective stock option plans.