Amendment to Section 5(a) Clause Samples

Amendment to Section 5(a). As of the Effective Date, Section 5(a) of the Consulting Agreement shall be deleted in its entirety and replaced with the following:

Amendment to Section 5(a). Section 5(a) shall be deemed to have been deleted and the following section shall be deemed to have been inserted in its place: (a) If Executive becomes entitled to payment under Section 4(a) or 4(b), as applicable, then (i) Executive will be treated as if Executive remained employed for service purposes for 12 months following the date of Termination. If the date of Termination is prior to January 1, 2008, the Executive will receive 12 months of service credit under all Olin qualified and non-qualified defined benefit pension plans for which Executive was eligible at the time of termination. If the date of Termination is after December 31, 2007, the Executive will receive 12 months of retirement contributions to all Olin qualified and non-qualified defined contribution plans for which Executive was eligible at the time of the Termination. Such contributions shall be based on the amount of the Executive Severance. Such service credits or contributions shall be applied to Olin’s qualified pension plans to the extent permitted under then applicable law, otherwise such credit shall be applied to Olin’s non-qualified defined benefit or defined contribution plan, as appropriate. Payments under such non-qualified plans shall be due at the times and in the manner payments are due Executive under Olin’s non-qualified defined benefit and defined contribution pension plans, it being understood that Executive shall be permitted to receive payments from Olin’s plans (assuming Executive otherwise qualifies to receive such payments, is permitted to do so under the applicable plan terms and elects to do so), during the period that Executive is receiving payments pursuant to Section 4(a)), and that Executive’s defined benefit pension benefit will be determined based on Executive’s actual age at the time Executive’s pension benefit commences; and (ii) for 12 months from the date of the Termination, Executive (and Executive’s covered dependents) will continue to enjoy coverage on the same basis as a similarly situated active employee under all Olin medical, dental, and life insurance plans to the extent Executive was enjoying such coverage immediately prior to the Termination. Executive’s entitlement to insurance continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 would commence at the end of the period during which insurance coverage is provided under this Agreement without offset for coverage provided hereunder. Executive shall accrue no...

Amendment to Section 5(a). The first sentence of Section 5(a) of the ------------------------- Agreement is hereby amended and restated as follows: "This Agreement shall commence on the date hereof and remain in effect, unless this Agreement is terminated by either party hereto, or extended by the written agreement of both parties hereto, until December 31, 2001."

Amendment to Section 5(a) a of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

Amendment to Section 5(a). The introductory language to Section 5(a)(A) shall be replaced in its entirety with the following: (A) the Company shall pay to the Executive, in a lump sum in cash within 30 days after the Date of Termination, (provided, however, that no amount shall be paid pursuant to this Subsection 5(a)(A) after March 15 of the year following the first anniversary of a Change of Control), the aggregate of the following amount:”

Amendment to Section 5(a). Section 5(a) of the Agreement is hereby amended by deleting the reference to “by the Proposal Deadline” and inserting in lieu thereof a reference to “during the Proposal Period”.

Amendment to Section 5(a). Section 5(a) is hereby amended and restated in its entirety as follows:

Amendment to Section 5(a). Section 5(a) of the Agreement is hereby amended and restated in its entirety to read as follows: (a) The Executive shall receive an annual incentive bonus award from the Company in respect of the first Year of this Agreement. The minimum annual incentive bonus award payable to the Executive in respect of this first Year shall be $200,000 and the Executive shall be eligible for an additional bonus award in this first Year at the discretion of the Board. The Executive shall receive this $200,000 annual incentive bonus award payment for the first year on a bi-monthly basis on the 15th and last business day of each month. The Executive shall be eligible for a minimum annual incentive bonus award in other Years, if any, in the amount set forth in the notice provided to the Executive pursuant to the last sentence of Section 4 hereof.

Amendment to Section 5(a). Section 5(a) of the Note shall be amended and restated in its entirety to read as follows: (a) Upon written demand by the Holder made to the Company in accordance with this Section 5(a), the outstanding principal amount of and all accrued but unpaid interest on this Note shall be converted into fully paid and non-assessable shares of common stock of GCT Semiconductor Holding, Inc., the parent company of the Company (“Parent”), at a conversion price equal to $10.00 per share.