Common use of Amendment to ss Clause in Contracts

Amendment to ss. 11(f) of the Agreement. Section 11(f) of the Agreement is hereby amended by deleting Section 11(f) in its entirety and replacing it with the following: "Change of Control. Subject to the provisions of Sections 11(i) and 11(j), in the event that the Company shall terminate this Agreement and the Executive's employment hereunder pursuant to the provisions of Section 11(e) within thirteen (13) months following a Change in Control (as defined below) or the Executive shall terminate this Agreement and the Executive's employment hereunder for Good Reason (as defined in Section 11(h)) within thirteen (13) months following a Change in Control, then, in lieu of (and not in addition to) the amounts to be paid (and benefits to be provided) by the Company pursuant to Section 11(e) or Section 11(h), the Company shall have no further obligations under this Agreement to the Executive other than the obligation to: (i) pay to the Executive Base Salary earned, but not yet paid to the Executive, prior to the date of such termination in accordance with Section 3(a), (ii) reimburse the Executive for any accrued vacation and unpaid expenses incurred by the Executive through the date of termination in accordance with Section 5, and pay any Accrued Bonus Payments and (iii) subject to the provisions of Sections 11(i) and 11(j), pay to the Executive a lump sum amount equal to the product of (1) the Executive's Base Salary then in effect and (2) a fraction, the numerator of which is the number of days remaining from the date the termination occurred through the end of the Employment Term, but, subject to the provisions of Section 11(j), in no event less than 912, and the denominator of which is 365. In addition, for the twelve (12) month period following the date of such termination, the Executive shall be entitled to continue to receive his then current health, life and disability insurance benefits or, in the case of health insurance benefits, payment by the Company of applicable "COBRA" payments. Such lump sum payment set forth above shall be made no later than 75 days after the date of termination hereunder, the exact payment date to be determined by the Company in its sole discretion, provided that the Executive timely complies with Section 11(i) and has not subsequently revoked such release thereunder.

Amendment to ss. 11(f) of the Agreement. Section 11(f) of the Agreement is hereby amended by deleting Section 11(f) in its entirety and replacing it with the following: "Change of Control. Subject to the provisions of Sections 11(i) and 11(j), in the event that the Company shall terminate this Agreement and the Executive's employment hereunder pursuant to the provisions of Section 11(e) within thirteen (13) months following a Change in Control (as defined below) or the Executive shall terminate this Agreement and the Executive's employment hereunder for Good Reason (as defined in Section 11(h)) within thirteen (13) months following a Change in Control, then, in lieu of (and not in addition to) the amounts to be paid (and benefits to be provided) by the Company pursuant to Section 11(e) or Section 11(h), the Company shall have no further obligations under this Agreement to the Executive other than the obligation to: (i) pay to the Executive Base Salary earned, but not yet paid to the Executive, prior to the date of such termination in accordance with Section 3(a), (ii) reimburse the Executive for any accrued vacation and unpaid expenses incurred by the Executive through the date of termination in accordance with Section 5, and pay any Accrued Bonus Payments and (iii) subject to the provisions of Sections 11(i) and 11(j), pay to the Executive a lump sum amount equal to the product eighteen (18) months of (1) the Executive's Base Salary Salary, as then in effect and (2) a fraction, the numerator of which is the number of days remaining from the date the termination occurred through the end of the Employment Term, but, subject to the provisions of Section 11(j), in no event less than 912, and the denominator of which is 365effect. In addition, for the twelve (12) month period following the date of such termination, the Executive shall be entitled to continue to receive his her then current health, life and disability insurance benefits or, in the case of health insurance benefits, payment by the Company of applicable "COBRA" payments. Such lump sum payment set forth above shall be made no later than 75 days after the date of termination hereunder, the exact payment date to be determined by the Company in its sole discretion, provided that the Executive timely complies with Section 11(i) and has not subsequently revoked such release thereunder.

Amendment to ss. 11(f11(k) of the Agreement. Section 11(f11(k) of the Agreement is hereby amended by deleting Section 11(f11(k) in its entirety and replacing it with the following: "Change Coordination with Section 409A of Controlthe Code. Subject Notwithstanding anything to the provisions of Sections 11(i) and 11(j)contrary set forth in this Section 11, in the event that the Company shall terminate this Agreement Executive is determined to be a "key employee" as defined by Section 416(i) of the Code (without regard to paragraph 5), to the extent necessary to comply with the provision of Section 409A of the Code, and the Executive's employment hereunder pursuant to the provisions of Section 11(e) within thirteen (13) months following a Change in Control (as defined below) Treasury Regulations thereunder, any payments or distributions due the Executive shall terminate this Agreement and the Executive's employment hereunder for Good Reason (as defined in Section 11(h)) within thirteen (13) months following a Change in Control, then, in lieu of (and not in addition to) the amounts to be paid (and benefits to be provided) by the Company pursuant to Section 11(e) or Section 11(h), the Company shall have no further obligations under this Agreement to the Executive other than the obligation to: (i) pay to the Executive Base Salary earned, but as a result of or following any separation from service shall not yet paid to the Executive, prior to be made before the date of such termination in accordance with Section 3(a), (ii) reimburse the Executive for any accrued vacation and unpaid expenses incurred by the Executive through the date of termination in accordance with Section 5, and pay any Accrued Bonus Payments and (iii) subject to the provisions of Sections 11(i) and 11(j), pay to the Executive a lump sum amount equal to the product of (1) the Executive's Base Salary then in effect and (2) a fraction, the numerator of which is the number of days remaining from the date the termination occurred through the end of the Employment Term, but, subject to the provisions of Section 11(j), in no event less than 912, and the denominator of which is 365. In addition, for the twelve (12) month period following the date of such termination, the Executive shall be entitled to continue to receive his then current health, life and disability insurance benefits or, in the case of health insurance benefits, payment by the Company of applicable "COBRA" payments. Such lump sum payment set forth above shall be made no later than 75 days 6 months after the date of termination hereunderseparation from service (or if earlier, the exact payment date of death of the Executive). All payments that would have been made to the Executive during such six (6) month period shall be determined by made in a lump sum on the Company date six (6) months and two days after the Executive's date of separation from service and all remaining payments (if any) shall commence on the next regular payroll date in its sole discretionthe seventh (7th) month following the Executive's date of separation from Service. Notwithstanding anything to the contrary contained in this Agreement, Executive's termination of employment shall occur only upon his "separation from service" within the meaning of Treasury Regulations Section 1.409A-1(h). For all purposes of Section 409A of the Code and the related Treasury Regulations, the Executive's entitlement to severance pay pursuant to this Agreement shall be treated as an entitlement to a series of separate payments. All payments and benefits provided under this Agreement are intended to either comply with or be exempt from Section 409A of the Code and the terms hereof shall be administered and construed accordingly, provided that the Executive timely complies with nothing in this Agreement shall constitute an agreement not to withhold any sums required under Section 11(i) and has not subsequently revoked such release thereunder.409A or to assume any liability for withholdings necessary under Section 409A."

Amendment to ss. 11(f11(k) of the Agreement. Section 11(f11(k) of the Agreement is hereby amended by deleting Section 11(f11(k) in its entirety and replacing it with the following: "Change Coordination with Section 409A of Controlthe Code. Subject Notwithstanding anything to the provisions of Sections 11(i) and 11(j)contrary set forth in this Section 11, in the event that the Company shall terminate this Agreement Executive is determined to be a "key employee" as defined by Section 416(i) of the Code (without regard to paragraph 5), to the extent necessary to comply with Section 409A of the Code and the Executive's employment hereunder pursuant to the provisions of Section 11(e) within thirteen (13) months following a Change in Control (as defined below) Treasury Regulations thereunder, any payments or distributions due the Executive shall terminate this Agreement and the Executive's employment hereunder for Good Reason (as defined in Section 11(h)) within thirteen (13) months following a Change in Control, then, in lieu of (and not in addition to) the amounts to be paid (and benefits to be provided) by the Company pursuant to Section 11(e) or Section 11(h), the Company shall have no further obligations under this Agreement to the Executive other than the obligation to: (i) pay to the Executive Base Salary earned, but as a result of or following any separation from service shall not yet paid to the Executive, prior to be made before the date of such termination in accordance with Section 3(a), (ii) reimburse the Executive for any accrued vacation and unpaid expenses incurred by the Executive through the date of termination in accordance with Section 5, and pay any Accrued Bonus Payments and (iii) subject to the provisions of Sections 11(i) and 11(j), pay to the Executive a lump sum amount equal to the product of (1) the Executive's Base Salary then in effect and (2) a fraction, the numerator of which is the number of days remaining from the date the termination occurred through the end of the Employment Term, but, subject to the provisions of Section 11(j), in no event less than 912, and the denominator of which is 365. In addition, for the twelve (12) month period following the date of such termination, the Executive shall be entitled to continue to receive his then current health, life and disability insurance benefits or, in the case of health insurance benefits, payment by the Company of applicable "COBRA" payments. Such lump sum payment set forth above shall be made no later than 75 days 6 months after the date of termination hereunderseparation from service (or if earlier, the exact payment date of death of the Executive). All payments that would have been made to the Executive during such six (6) month period shall be determined by made in a lump sum on the Company date six (6) months and two days after the Executive's date of separation from service and all remaining payments (if any) shall commence on the next regular payroll date in its sole discretionthe seventh (7th) month following the Executive's date of separation from Service. Notwithstanding anything to the contrary contained in this Agreement, Executive's termination of employment shall occur only upon his "separation from service" within the menaing of Treasury Regulations Section 1.409A-1(h). For all purposes of Section 409A of the Code and the related Treasury Regulations, the Executive's entitlement to severance pay pursuant to this Agreement shall be treated as an entitlement to a series of separate payments. All payments and benefits provided under this Agreement are intended to either comply with or be exempt from Section 409A of the Code and the terms hereof shall be administered and construed accordingly, provided that the Executive timely complies with nothing in this Agreement shall constitute an agreement not to withhold any sums required under Section 11(i) and has not subsequently revoked such release thereunder.409A or to assume any liability for withholdings necessary under Section 409A."