Common use of In Connection with a Change of Control Clause in Contracts

In Connection with a Change of Control. If Executive’s employment is terminated during the Protection Period by the Company other than for Cause, Disability or as a result of Executive’s death, or if Executive terminates his employment during the Protection Period for Good Reason, the Company shall pay Executive the amounts provided in Section 4(c), except that “two times the Average Annual Compensation” shall replace clauses (ii)(x) and (y) of the definition of “Severance Payments” contained therein. Such amounts shall be paid pursuant to the Release provisions and payment terms provided in Section 4(c). If, after the date of Executive’s employment termination, his employment termination is determined to have occurred during the Protection Period, any amounts payable pursuant to this Section 4(g) as a result of such employment termination shall be without duplication of (and shall be offset by) amounts previously paid to Executive (if any) pursuant to Section 4(c) or 4(f), as applicable.

In Connection with a Change of Control. If Executive’s employment is terminated during the Protection Period by the Company other than for Cause, Disability or as a result of Executive’s death, or if Executive terminates his employment during the Protection Period for Good Reason, the Company shall pay Executive the amounts provided in Section 4(c), except that “two one dollar less than three times the Average Annual Compensation” shall replace clauses (ii)(xiii)(x) and (y) of the definition of “Severance Payments” contained therein. Such amounts shall be paid pursuant to the Release provisions and payment terms provided in Section 4(c). If, after the date of Executive’s employment termination, his employment termination is determined to have occurred during the Protection Period, any amounts payable pursuant to this Section 4(g) as a result of such employment termination shall be without duplication of (and shall be offset by) amounts previously paid to Executive (if any) pursuant to Section 4(c) or 4(f), as applicable.

In Connection with a Change of Control. If Executive’s employment is terminated during the Protection Period by the Company other than for Cause, Disability or as a result of Executive’s death, or if Executive terminates his employment during the Protection Period for Good Reason, the Company shall pay Executive the amounts provided in Section 4(c), except that the words “two one and a half times the Average Annual Compensation” shall replace clauses (ii)(x) and (y) of the definition of “Severance Payments” contained therein. Such amounts shall be paid pursuant to the Release provisions and payment terms provided in Section 4(c). If, after the date of Executive’s employment termination, his employment termination is determined to have occurred during the Protection Period, any amounts payable pursuant to this Section 4(g) as a result of such employment termination shall be paid without duplication of (and shall be offset by) amounts previously paid to Executive (if any) pursuant to Section 4(c) or 4(f), as applicable.

In Connection with a Change of Control. If Executive’s employment is terminated during the Protection Period by the Company other than for Cause, Disability or as a result of Executive’s death, or if Executive terminates his employment during the Protection Period for Good Reason, the Company shall pay Executive the amounts provided in Section 4(c), except that the words “two times the Average Annual Compensationone and a half” shall replace the word “one” in clauses (ii)(x) and (y) of the definition of “Severance Payments” contained therein. Such amounts shall be paid pursuant to the Release provisions and payment terms provided in Section 4(c). If, after the date of Executive’s employment termination, his employment termination is determined to have occurred during the Protection Period, any amounts payable pursuant to this Section 4(g) as a result of such employment termination shall be paid without duplication of (and shall be offset by) amounts previously paid to Executive (if any) pursuant to Section 4(c) or 4(f), as applicable.. shall be replaced in its entirety with this new Section 4(g), as amended:

In Connection with a Change of Control. If Executive’s employment is terminated during the Protection Period by the Company other than for Cause, Disability or as a result of Executive’s death, or if Executive terminates his employment during the Protection Period for Good Reason, the Company shall pay Executive the amounts provided in Section 4(c), except that “two times the Average Annual Compensation” shall replace clauses (ii)(x) and (y) of the definition of “Severance Payments” contained therein. Such amounts shall be paid pursuant to the Release provisions and payment terms provided in Section 4(c). If, after the date of Executive’s employment termination, his employment termination is determined to have occurred during the Protection Period, any amounts payable pursuant to this Section 4(g) as a result of such employment termination shall be paid without duplication of (and shall be offset by) amounts previously paid to Executive (if any) pursuant to Section 4(c) or 4(f), as applicable.

In Connection with a Change of Control. If Executive’s employment is terminated during the Protection Period by the Company other than for Cause, Disability or as a result of Executive’s death, or if Executive terminates his employment during the Protection Period for Good Reason, the Company shall pay Executive the amounts provided in Section 4(c), except that the words “two times the Average Annual Compensationone and a half” shall replace the word “one” in clauses (ii)(x) and (y) of the definition of “Severance Payments” contained therein. Such amounts shall be paid pursuant to the Release provisions and payment terms provided in Section 4(c). If, after the date of Executive’s employment termination, his employment termination is determined to have occurred during the Protection Period, any amounts payable pursuant to this Section 4(g) as a result of such employment termination shall be paid without duplication of (and shall be offset by) amounts previously paid to Executive (if any) pursuant to Section 4(c) or 4(f), as applicable.