Common use of Executive's Rights Clause in Contracts

Executive's Rights. In the event that, during the term of this Agreement, the Company undergoes a Change of Control, (as that term is defined below) and if within 24 months after the consummation of such change either (1) Executive is involuntarily terminated, except as provided in Section 5.1(b), or (2) Executive voluntarily terminates his employment for "good cause" as defined in Section 5.1(d), then Executive shall be entitled to the following compensation: 1. A lump sum payment consisting of: (i) an amount equal to two times Executive's then annual salary; (ii) an amount equal to two times Executive's average MICP bonus award for the last two years; (iii) a prorated bonus based on target opportunity for the year in which the Change-of-Control occurs; (iv) an amount equal to the equivalent of the cost of 24 months of COBRA benefits; and (v) an amount equal to 24 months of Executive's automobile allowance. If Executive has been employed for more than one, but less than two years, then the amount attributable to the MICP bonus portion set forth in clause (ii) above shall equal the average of Executive's MICP bonus for the prior year and the target for Executive for the current year. If Executive has been employed for less than one year, Executive shall receive an amount equal to two times target bonus for the current year. 2. The right to exercise any and all unexercised stock options granted under the Stock Option Plans in accordance with their terms, as if all such unexercised stock options were fully vested, within one year of the effective date of such termination; 3. A payment to executive to compensate for any excise penalty or other associated taxes resulting from severance payments exceeding the cap imposed by Internal Revenue Code Section 280(G); 4. The Company shall provide to Executive the outplacement services described in Section 4.4(g); 5. The cash compensation related to the Premium Priced Options described in Section 3.10; and 6. Any other bonus amounts or benefits to which Executive may be entitled under any of the Company's benefit plans.

Executive's Rights. In the event that, during the term of this Agreement, the Company undergoes a Change of Change-of-Control, (as that term is defined below) and if within 24 months after the consummation of such change either (1) Executive is involuntarily terminated, except as provided in Section 5.1(b), or (2) Executive voluntarily terminates his employment for "good cause" as defined in Section 5.1(d), then Executive shall be entitled to the following compensation: 1. A lump sum payment consisting of: (i) an amount equal to two three times Executive's then annual salary; (ii) an amount equal to two three times Executive's the average MICP bonus award for of the last two yearsMICP bonuses paid to Executive; (iii) a prorated bonus based on target opportunity for the year in which the Change-of-Control occurs; (iv) an amount equal to the equivalent of the cost of 24 36 months of COBRA benefits; and (v) an amount equal to 24 36 months of Executive's automobile allowance. If Executive has been employed for more than one, but less than two years, then the amount attributable to the MICP bonus portion set forth in clause (ii) above shall equal three times the average of Executive's the MICP bonus paid to Executive for the prior year and the target for Executive for the current year. If Executive has been employed for less than one year, Executive shall receive an amount equal to two three times target bonus for the current year. For purposes of this Section 5.1(a)(1), the word "paid" shall include $0.00 for any year in which Executive was eligible for, but was not paid, an MICP bonus. 2. The right to exercise any and all unexercised stock options granted under the Stock Option Plans in accordance with their terms, as if all such unexercised stock options were fully vested, within one year of the effective date of such termination;. 3. A payment to executive Executive to compensate for any excise penalty or other associated taxes resulting from severance payments exceeding the cap imposed by Internal Revenue Code Section 280(G);. 4. The Company shall provide to Executive the outplacement services described in Section 4.4(g4.4(f); 5. The cash compensation related to the Premium Priced Options described in Section 3.10; and 6. Any other bonus amounts or benefits to which Executive may be entitled under any of the Company's benefit plans.

Executive's Rights. In the event that, during the term of this Agreement, the Company undergoes a Change of Control, (as that term is defined below) and if within 24 months after the consummation of such change either (1) Executive is involuntarily terminated, except as provided in Section 5.1(b), or (2) Executive voluntarily terminates his employment for "good cause" as defined in Section 5.1(d), then Executive shall be entitled to the following compensation: 1. A lump sum payment consisting of: (i) an amount equal to two three times Executive's then annual salary; (ii) an amount equal to two three times Executive's average MICP bonus award for the last two years; (iii) a prorated bonus based on target opportunity for the year in which the Change-of-Control occurs; (iv) an amount equal to the equivalent of the cost of 24 36 months of COBRA benefits; and (v) an amount equal to 24 36 months of Executive's automobile allowance. If Executive has been employed for more than one, but less than two years, then the amount attributable to the MICP bonus portion set forth in clause (ii) above shall equal the average of Executive's MICP bonus for the prior year and the target for Executive for the current year. If Executive has been employed for less than one year, Executive shall receive an amount equal to two three times target bonus for the current year. 2. The right to exercise any and all unexercised stock options granted under the Stock Option Plans in accordance with their terms, as if all such unexercised stock options were fully vested, within one year of the effective date of such termination; 3. A payment to executive to compensate for any excise penalty or other associated taxes resulting from severance payments exceeding the cap imposed by Internal Revenue Code Section 280(G); 4. The Company shall provide to Executive the outplacement services described in Section 4.4(g); 5. The cash compensation related to the Premium Priced Options described in Section 3.10; and 65. Any other bonus amounts or benefits to which Executive may be entitled under any of the Company's benefit plans.

Executive's Rights. In the event that, during the term of this Agreement, the Company undergoes a Change of Change-of-Control, (as that term is defined below) and if within 24 months after the consummation of such change either (1) Executive is involuntarily terminated, except as provided in Section 5.1(b), or (2) Executive voluntarily terminates his employment for "good cause" as defined in Section 5.1(d), then Executive shall be entitled to the following compensation: 1. A lump sum payment consisting of: (i) an amount equal to two three times Executive's then annual salary; (ii) an amount equal to two three times Executive's the average MICP bonus award for of the last two yearsMICP bonuses paid to Executive; (iii) a prorated bonus based on target opportunity for the year in which the Change-of-Control occurs; (iv) an amount equal to the equivalent of the cost of 24 36 months of COBRA benefits; and (v) an amount equal to 24 36 months of Executive's automobile allowance. If Executive has been employed for more than one, but less than two years, then the amount attributable to the MICP bonus portion set forth in clause (ii) above shall equal three times the average of Executive's the MICP bonus paid to Executive for the prior year and the target for Executive for the current year. If Executive has been employed for less than one year, Executive shall receive an amount equal to two three times target bonus for the current year. For purposes of this Section 5.1(a)(1), the word "paid" shall include $0.00 for any year in which Executive was eligible for, but was not paid, an MICP bonus. 2. The right to exercise any and all unexercised stock options granted under the Stock Option Plans in accordance with their terms, as if all such unexercised stock options were fully vested, within one year of the effective date of such termination; 3. A payment to executive to compensate for any excise penalty or other associated taxes resulting from severance payments exceeding the cap imposed by Internal Revenue Code Section 280(G); 4. The Company shall provide to Executive the outplacement services described in Section 4.4(g4.4(f); 5. The cash compensation related to the Premium Priced Options described in Section 3.10; and 6. Any other bonus amounts or benefits to which Executive may be entitled under any of the Company's benefit plans.

Executive's Rights. In the event that, during the term of this Agreement, the Company undergoes a Change of Change-of-Control, (as that term is defined below) and if within 24 months after the consummation of such change either (1) Executive is involuntarily terminated, except as provided in Section 5.1(b), or (2) Executive voluntarily terminates his employment for "good cause" as defined in Section 5.1(d), then Executive shall be entitled to the following compensation: 1. A lump sum payment consisting of: (i) an amount equal to two times Executive's then annual salary; (ii) an amount equal to two times Executive's the average MICP bonus award for of the last two MICP bonuses paid to Executive; or if Executive has been employed by the Company for more than one, but less than two years, then the MICP bonus severance payment shall equal two times the average of the MICP bonus paid to Executive for the prior year and the target for Executive for the current year. If Executive has been employed by the Company for less than one year, Executive shall receive an amount equal to two times target bonus for the current year. For purposes of this Section 5.1(a)(1), the word "paid" shall include $0.00 for any year in which Executive was eligible for, but was not paid, an MICP bonus; (iii) a prorated bonus based on target opportunity for the year in which the Change-of-Control occurs; (iv) an amount equal to the equivalent of the cost of 24 months of COBRA benefits; and (v) an amount equal to 24 months of Executive's automobile allowance. If Executive has been employed for more than one, but less than two years, then the amount attributable to the MICP bonus portion set forth in clause (ii) above shall equal the average of Executive's MICP bonus for the prior year and the target for Executive for the current year. If Executive has been employed for less than one year, Executive shall receive an amount equal to two times target bonus for the current year.; 2. The right to exercise any and all unexercised stock options granted under the Stock Option Plans in accordance with their terms, as if all such unexercised stock options were fully vested, within one year of the effective date of such termination; 3. A payment to executive to compensate for any excise penalty or other associated taxes resulting from severance payments exceeding the cap imposed by Internal Revenue Code Section 280(G); 4. The Company shall provide to Executive the outplacement services described in Section 4.4(g4.4(f); 5. The cash compensation related to the Premium Priced Options described in Section 3.10; and 6. Any other bonus amounts or benefits to which Executive may be entitled under any of the Company's benefit plans.

Executive's Rights. In the event that, during the term of this Agreement, the Company undergoes a Change of Change-of-Control, (as that term is defined below) and if within 24 months after the consummation of such change either (1) Executive is involuntarily terminated, except as provided in Section 5.1(b), or (2) Executive voluntarily terminates his her employment for "good cause" as defined in Section 5.1(d), then Executive shall be entitled to the following compensation: 1. A lump sum payment consisting of: (i) an amount equal to two three times Executive's then annual salary; (ii) an amount equal to two three times Executive's the average MICP bonus award for of the last two yearsMICP bonuses paid to Executive; (iii) a prorated bonus based on target opportunity for the year in which the Change-of-Control occurs; (iv) an amount equal to the equivalent of the cost of 24 36 months of COBRA benefits; and (v) an amount equal to 24 36 months of Executive's automobile allowance. If Executive has been employed for more than one, but less than two years, then the amount attributable to the MICP bonus portion set forth in clause (ii) above shall equal three times the average of Executive's the MICP bonus paid to Executive for the prior year and the target for Executive for the current year. If Executive has been employed for less than one year, Executive shall receive an amount equal to two three times target bonus for the current year. For purposes of this Section 5.1(a)(1), the word "paid" shall include $0.00 for any year in which Executive was eligible for, but was not paid, an MICP bonus. 2. The right to exercise any and all unexercised stock options granted under the Stock Option Plans in accordance with their terms, as if all such unexercised stock options were fully vested, within one year of the effective date of such termination;. 3. A payment to executive Executive to compensate for any excise penalty or other associated taxes resulting from severance payments exceeding the cap imposed by Internal Revenue Code Section 280(G);. 4. The Company shall provide to Executive the outplacement services described in Section 4.4(g4.4(f); 5. The cash compensation related to the Premium Priced Options described in Section 3.10; and 6. Any other bonus amounts or benefits to which Executive may be entitled under any of the Company's benefit plans.

Executive's Rights. In the event that, during the term of this Agreement, the Company undergoes a Change of Control, (as that term is defined below) and if within 24 months after the consummation of such change either (1) Executive is involuntarily terminated, except as provided in Section 5.1(b), or (2) Executive voluntarily terminates his employment for "good cause" as defined in Section 5.1(d), then Executive shall be entitled to the following compensation: 1. A lump sum payment consisting of: (i) an amount equal to two Three times Executive's then annual salary; (ii) an amount equal to two three times Executive's average MICP bonus award for the last two years; (iii) a prorated bonus based on target opportunity for the year in which the Change-of-Control occurs; (iv) an amount equal to the equivalent of the cost of 24 36 months of COBRA benefits; and (v) an amount equal to 24 36 months of Executive's automobile allowance. If Executive has been employed for more than one, but less than two years, then the amount attributable to the MICP bonus portion set forth in clause (ii) above shall equal the average of Executive's MICP bonus for the prior year and the target for Executive for the current year. If Executive has been employed for less than one year, Executive shall receive an amount equal to two three times target bonus for the current year. 2. The right to exercise any and all unexercised stock options granted under the Stock Option Plans in accordance with their terms, as if all such unexercised stock options were fully vested, within one year of the effective date of such termination; 3. A payment to executive to compensate for any excise penalty or other associated taxes resulting from severance payments exceeding the cap imposed by Internal Revenue Code Section 280(G); 4. The Company shall provide to Executive the outplacement services described in Section 4.4(g); 5. The cash compensation related to the Premium Priced Options described in Section 3.10; and 6. Any other bonus amounts or benefits to which Executive may be entitled under any of the Company's benefit plans.

Executive's Rights. In the event that, during the term of this Agreement, the Company undergoes a Change of Control, (as that term is defined below) and if within 24 months after the consummation of such change either (1) Executive is involuntarily terminated, except as provided in Section 5.1(b), or (2) Executive voluntarily terminates his employment for "good cause" as defined in Section 5.1(d), then Executive shall be entitled to the following compensation: 1. A lump sum payment consisting of: (i) an amount equal to two three times Executive's then annual salary; (ii) an amount equal to two three times Executive's average MICP bonus award for the last two years; (iii) a prorated bonus based on target opportunity for the year in which the Change-of-Control occurs; (iv) an amount equal to the equivalent of the cost of 24 36 months of COBRA benefits; and (v) an amount equal to 24 36 months of Executive's automobile allowance. If Executive has been employed for more than one, but less than two years, then the amount attributable to the MICP bonus portion set forth in clause (ii) above shall equal the average of Executive's MICP bonus for the prior year and the target for Executive for the current year. If Executive has been employed for less than one year, Executive shall receive an amount equal to two three times target bonus for the current year. 2. The right to exercise any and all unexercised stock options granted under the Stock Option Plans in accordance with their terms, as if all such unexercised stock options were fully vested, within one year of the effective date of such termination; 3. A payment to executive to compensate for any excise penalty or other associated taxes resulting from severance payments exceeding the cap imposed by Internal Revenue Code Section 280(G); 4. The Company shall provide to Executive the outplacement services described in Section 4.4(g); 5. The cash compensation related to the Premium Priced Options described in Section 3.10; and 6. Any other bonus amounts or benefits to which Executive may be entitled under any of the Company's benefit plans.

Executive's Rights. In the event that, during the term of this Agreement, the Company undergoes a Change of Control, (as that term is defined below) and if within 24 months after the consummation of such change either (1) Executive is involuntarily terminated, except as provided in Section 5.1(b), or (2) Executive voluntarily terminates his employment for "good cause" as defined in Section 5.1(d), then Executive shall be entitled to the following compensation: 1. A lump sum payment consisting of: (i) an amount equal to two three times Executive's then annual salary; (ii) an amount equal to two three times Executive's average MICP bonus award for the last two years; (iii) a prorated bonus based on target opportunity for the year in which the Change-of-Control occurs; (iv) an amount equal to the equivalent of the cost of 24 36 months of COBRA benefits; and (v) an amount equal to 24 36 months of Executive's automobile allowance. If Executive has been employed for more than one, but less than two years, then the amount attributable to the MICP bonus portion set forth in clause (ii) above shall equal the average of Executive's MICP bonus for the prior year and the target for Executive for the current year. If Executive has been employed for less than one year, Executive shall receive an amount equal to two times target bonus for the current year. 2. The All unvested stock options shall immediately vest upon the occurrence of a change of Control. In addition, Executive shall have the right to exercise any and all unexercised stock options granted under the Stock Option Plans in accordance with their terms, as if all such unexercised stock options were fully vested, within one year of the effective date of such termination; 3. A payment to executive to compensate for any excise penalty or other associated taxes resulting from severance payments exceeding the cap imposed by Internal Revenue Code Section 280(G); 4. The Company shall provide to Executive the outplacement services described in Section 4.4(g); 5. The cash compensation related to the Premium Priced Options described in Section 3.10; and 64. Any other bonus amounts or benefits to which Executive may be entitled under any of the Company's benefit plans.

Executive's Rights. In the event that, during the term of this Agreement, the Company undergoes a Change of Change-of-Control, (as that term is defined below) and if within 24 months after the consummation of such change either (1) Executive is involuntarily terminated, except as provided in Section 5.1(b), or (2) Executive voluntarily terminates his her employment for "good cause" as defined in Section 5.1(d), then Executive shall be entitled to the following compensation: 1. A lump sum payment consisting of: (i) an amount equal to two three times Executive's then annual salary; (ii) an amount equal to two three times Executive's the average MICP bonus award for of the last two yearsMICP bonuses paid to Executive; (iii) a prorated bonus based on target opportunity for the year in which the Change-of-Control occurs; (iv) an amount equal to the equivalent of the cost of 24 36 months of COBRA benefits; and (v) an amount equal to 24 36 months of Executive's automobile allowance. If Executive has been employed for more than one, but less than two years, then the amount attributable to the MICP bonus portion set forth in clause (ii) above shall equal three times the average of Executive's the MICP bonus paid to Executive for the prior year and the target for Executive for the current year. If Executive has been employed for less than one year, Executive shall receive an amount equal to two three times target bonus for the current year. For purposes of this Section 5.1(a)(1), the word "paid" shall include $0.00 for any year in which Executive was eligible for, but was not paid, an MICP bonus. 2. The right to exercise any and all unexercised stock options granted under the Stock Option Plans in accordance with their terms, as if all such unexercised stock options were fully vested, within one year of the effective date of such termination;. 3. A payment to executive Executive to compensate for any excise penalty or other associated taxes resulting from severance payments exceeding the cap imposed by Internal Revenue Code Section 280(G);. EXHIBIT 10.10 4. The Company shall provide to Executive the outplacement services described in Section 4.4(g4.4(f); 5. The cash compensation related to the Premium Priced Options described in Section 3.10; and 6. Any other bonus amounts or benefits to which Executive may be entitled under any of the Company's benefit plans.

Executive's Rights. In the event that, during the term of this Agreement, the Company undergoes a Change of Change-of-Control, (as that term is defined below) and if within 24 months after the consummation of such change either (1) Executive is involuntarily terminated, except as provided in Section 5.1(b), or (2) Executive voluntarily terminates his employment for "good cause" as defined in Section 5.1(d), then Executive shall be entitled to the following compensation: 1. A lump sum payment consisting of: (i) an amount equal to two three times Executive's then annual salary; (ii) an amount equal to two three times Executive's the average MICP bonus award for of the last two yearsMICP bonuses paid to Executive; (iii) a prorated bonus based on target opportunity for the year in which the Change-of-Control occurs; (iv) an amount equal to the equivalent of the cost of 24 36 months of COBRA benefits; and (v) an amount equal to 24 36 months of Executive's automobile allowance. If Executive has been employed for more than one, but less than two years, then the amount attributable to the MICP bonus portion set forth in clause (ii) above shall equal three times the average of Executive's the MICP bonus paid to Executive for the prior year and the target for Executive for the current year. If Executive has been employed for less than one year, Executive shall receive an amount equal to two three times target bonus for the current year. For purposes of this Section 5.1(a)(1), the word "paid" shall include $0.00 for any year in which Executive was eligible for, but was not paid, an MICP bonus. 2. The right to exercise any and all unexercised stock options granted under the Stock Option Plans in accordance with their terms, as if all such unexercised stock options were fully vested, within one year of the effective date of such termination; 3. A payment to executive Executive to compensate for any excise penalty or other associated taxes resulting from severance payments exceeding the cap imposed by Internal Revenue Code Section 280(G); 4. The Company shall provide to Executive the outplacement services described in Section 4.4(g4.4(f); 5. The cash compensation related to the Premium Priced Options described in Section 3.10; and 6. Any other bonus amounts or benefits to which Executive may be entitled under any of the Company's benefit plans.

Executive's Rights. In the event that, during the term of this Agreement, the Company undergoes a Change of Change-of-Control, (as that term is defined below) and if within 24 months after the consummation of such change either (1) Executive is involuntarily terminated, except as provided in Section 5.1(b), or (2) Executive voluntarily terminates his employment for "good cause" as defined in Section 5.1(d), then Executive shall be entitled to the following compensation: 1. A lump sum payment consisting of: (i) an amount equal to two times Executive's then annual salary; (ii) an amount equal to two times Executive's the average MICP bonus award for of the last two yearsMICP bonuses paid to Executive; (iii) a prorated bonus based on target opportunity for the year in which the Change-of-Control occurs; (iv) an amount equal to the equivalent of the cost of 24 months of COBRA benefits; and (v) an amount equal to 24 months of Executive's automobile allowance. If Executive has been employed for more than one, but less than two years, then the amount attributable to the MICP bonus portion set forth in clause (ii) above shall equal two times the average of Executive's the MICP bonus paid to Executive for the prior year and the target for Executive for the current year. If Executive has been employed for less than one year, Executive shall receive an amount equal to two times target bonus for the current year. For purposes of this Section 5.1(a)(1), the word "paid" shall include $0.00 for any year in which Executive was eligible for, but was not paid, an MICP bonus. 2. The right to exercise any and all unexercised stock options granted under the Stock Option Plans in accordance with their terms, as if all such unexercised stock options were fully vested, within one year of the effective date of such termination; 3. A payment to executive to compensate for any excise penalty or other associated taxes resulting from severance payments exceeding the cap imposed by Internal Revenue Code Section 280(G); 4. The Company shall provide to Executive the outplacement services described in Section 4.4(g4.4(f); 5. The cash compensation related to the Premium Priced Options described in Section 3.10; and 6. Any other bonus amounts or benefits to which Executive may be entitled under any of the Company's benefit plans.

Executive's Rights. In the event that, during the term of this Agreement, the Company undergoes a Change of Change-of-Control, (as that term is defined below) and if within 24 months after the consummation of such change either (1) Executive is involuntarily terminated, except as provided in Section 5.1(b), or (2) Executive voluntarily terminates his employment for "good cause" as defined in Section 5.1(d), then Executive shall be entitled to the following compensation: 1. A lump sum payment consisting of: (i) an amount equal to two three times Executive's then annual salary; (ii) an amount equal to two three times Executive's the average MICP bonus award for of the last two MICP bonuses paid to Executive; or, if Executive has been employed by the Company for more than one, but less than two years, then the MICP bonus severance payment shall equal three times the average of the MICP bonus paid to Executive for the prior year and the target for Executive for the current year. If Executive has been employed by the Company for less than one year, Executive's bonus will be three times target. For purposes of this Section 5.1(a)(1), the word "paid" shall include $0.00 for any year in which Executive was eligible for, but was not paid, an MICP bonus; (iii) a prorated bonus based on target opportunity for the year in which the Change-of-Control occurs; (iv) an amount equal to the equivalent of the cost of 24 36 months of COBRA benefits; and (v) an amount equal to 24 36 months of Executive's automobile allowance. If Executive has been employed for more than one, but less than two years, then the amount attributable to the MICP bonus portion set forth in clause (ii) above shall equal the average of Executive's MICP bonus for the prior year and the target for Executive for the current year. If Executive has been employed for less than one year, Executive shall receive an amount equal to two times target bonus for the current year. 2. The right to exercise any and all unexercised stock options granted under the Stock Option Plans in accordance with their terms, as if all such unexercised stock options were fully vested, within one year of the effective date of such termination; 3. A payment to executive to compensate for any excise penalty or other associated taxes resulting from severance payments exceeding the cap imposed by Internal Revenue Code Section 280(G); 4. The Company shall provide to Executive the outplacement services described in Section 4.4(g4.4(f); 5. The cash compensation related to the Premium Priced Options described in Section 3.10; and 6. Any other bonus amounts or benefits to which Executive may be entitled under any of the Company's benefit plans.