Common use of Payments and Benefits Clause in Contracts

Payments and Benefits. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive resigns for Good Reason under paragraph 9(b), the Company shall, as promptly as practical but in no event later than 10 business days after the termination of employment pay the Executive a lump sum (the "Lump Sum") equal to 1.0 times the sum of (i) the annual salary of the Executive immediately prior to the Change in Control and the higher of, (ii) the highest bonus paid to the Executive during the three fiscal years prior to the Change in Control or, (iii) the highest full year bonus to which the Executive would have been entitled during the three fiscal years prior to the Change in Control. For these purposes, any deferral of salary by the Executive under the Company's 401(k) plan or otherwise shall be included in salary. The Company also shall continue to provide the Executive, his spouse and eligible dependents for a period of one year following the termination of employment, with health, hospitalization and medical insurance, as were provided at the time of the Change in Control, at the Company's cost, subject only to the responsibility of the Executive to continue to pay a portion of the premium, as well as co-pays or deductibles in such amounts as were paid by the Executive prior to the termination. The Lump Sum and the benefits provided hereunder shall be subject to Section 10 hereof.

Payments and Benefits. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive resigns for Good Reason under paragraph 9(b), the Company shall, as promptly as practical but in no event later than 10 business days after the termination of employment pay the Executive a lump sum (the "Lump Sum"ALump Sum@) equal to 1.0 2.0 times the sum of (i) the annual salary of the Executive immediately prior to the Change in Control and the higher of, (ii) the highest bonus paid to the Executive during the three fiscal years prior to the Change in Control or, (iii) the highest full year bonus to which the Executive would have been entitled during the three fiscal years prior to the Change in Control. For these purposes, any deferral of salary by the Executive under the Company's 401(k) plan or otherwise shall be included in salary. The Company also shall continue to provide the Executive, his spouse and eligible dependents for a period of one year following the termination of employment, with health, hospitalization and medical insurance, as were provided at the time of the Change in Control, at the Company's cost, subject only to the responsibility of the Executive to continue to pay a portion of the premium, as well as co-pays or deductibles in such amounts as were paid by the Executive prior to the termination. The Lump Sum and the benefits provided hereunder shall be subject to Section 10 hereof.

Payments and Benefits. If the Company terminates the Executive's employment during the Contract Period without Without Cause or if the Executive resigns for Good Reason under paragraph 9(b), the Company shall, as promptly as practical but in no event later than 10 business days after the termination of employment pay the Executive a lump sum (the "Lump Sum") equal to 1.0 3.0 times the sum of (i) the annual salary of the Executive immediately prior to the Change in Control and the higher of, (ii) the highest bonus paid to the Executive during the three fiscal years prior to the Change in Control or, (iii) the highest full year bonus to which the Executive would have been entitled during the three fiscal years prior to the Change in Control. For these purposes, any deferral of salary by the Executive under the Company's 401(k) plan or otherwise shall be included in salary. The Company also shall continue to provide the Executive, his spouse and eligible dependents for a period of one year three years following the termination of employment, with health, hospitalization and medical insurance, as were provided at the time of the Change in Control, at the Company's cost, subject only to the responsibility of the Executive to continue to pay a portion of the premium, as well as co-pays or deductibles in such amounts as were paid by the Executive prior to the termination. The Lump Sum and the benefits provided hereunder shall be subject to Section 10 hereof.

Payments and Benefits. If the Company terminates the Executive's --------------------- employment during the Contract Period without Cause or if the Executive resigns for Good Reason under paragraph Section 9(b) or for any reason under Section 9(c), the Company shall, as promptly as practical but in no event later than 10 ten (10) business days after the termination of employment pay the Executive a lump sum (the "Lump Sum") equal to 1.0 three (3) times the sum of (i) the annual salary of paid to the Executive immediately prior to the Change in Control and the higher of, plus (ii) the highest bonus average annual incentive bonus, if any, paid to the Executive during the three most recent fiscal years prior to the Change in Control or, (iii) the highest full year bonus to which the Executive would have been entitled during the three fiscal years immediately prior to the Change in Control. For these purposes, any deferral of salary or bonus by the Executive under the Company's any 401(k) plan, deferred compensation plan or otherwise "cafeteria plan" of the Company shall be included in salarysalary and bonus. The Company also shall continue to provide the Executive, his spouse and eligible dependents for a period of one year three years following the termination of employment, with life, health, hospitalization and medical insurance, as were provided at the time of the Change in ControlControl or until the Executive is employed with comparable benefits, at the Company's cost, subject only to the responsibility of the Executive to continue to pay a portion of the premium, as well as co-pays or deductibles in such amounts as were paid by the Executive prior to the termination. The Lump Sum and the benefits provided hereunder shall be subject to Section 10 hereof.

Payments and Benefits. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive resigns for Good Reason under paragraph 9(b), the Company shall, as promptly as practical but in no event later than 10 business days after the termination of employment pay the Executive a lump sum (the "“Lump Sum"”) equal to 1.0 2.0 times the sum of (i) the annual salary of the Executive immediately prior to the Change in Control and 2 times the higher of, (ii) the highest bonus paid to the Executive during the three fiscal years prior to the Change in Control or, (iii) the highest full year bonus to which the Executive would have been entitled during the three fiscal years prior to the Change in Control. For these purposes, any deferral of salary by the Executive under the Company's ’s 401(k) plan or otherwise shall be included in salary. The Company also shall continue to provide the Executive, his spouse and eligible dependents for a period of one year following the termination of employment, with health, hospitalization and medical insurance, as were provided at the time of the Change in Control, at the Company's cost, subject only to the responsibility of the Executive to continue to pay a portion of the premium, as well as co-pays or deductibles in such amounts as were paid by the Executive prior to the termination. The Lump Sum and the benefits provided hereunder shall be subject to Section 10 hereof.

Payments and Benefits. If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive resigns for Good Reason under paragraph 9(b), the Company shall, as promptly as practical but in no event later than 10 business days after the termination of employment pay the Executive a lump sum (the "“Lump Sum"”) equal to 1.0 times the sum of (i) the annual salary of the Executive immediately prior to the Change in Control and the higher of, (ii) the highest bonus paid to the Executive during the three fiscal years prior to the Change in Control or, (iii) the highest full year bonus to which the Executive would have been entitled during the three fiscal years prior to the Change in Control. For these purposes, any deferral of salary by the Executive under the Company's ’s 401(k) plan or otherwise shall be included in salary. The Company also shall continue to provide the Executive, his spouse and eligible dependents for a period of one year following the termination of employment, with health, hospitalization and medical insurance, as were provided at the time of the Change in Control, at the Company's ’s cost, subject only to the responsibility of the Executive to continue to pay a portion of the premium, as well as co-pays or deductibles in such amounts as were paid by the Executive prior to the termination. The Lump Sum and the benefits provided hereunder shall be subject to Section 10 hereof.

Payments and Benefits. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive resigns for Good Reason under paragraph 9(b) or for any reason under paragraph 9(c), the Company shall, as promptly as practical but in no event later than 10 business days after the termination of employment pay the Executive a lump sum (the "Lump Sum") equal to 1.0 3.0 times the sum of (i) the annual salary of paid to the Executive immediately prior to the Change in Control and the higher of, plus (ii) the highest annual incentive bonus paid to the Executive for any fiscal year during each of the three fiscal years prior to the Change in Control or, (iii) the highest full year bonus to which the Executive would have been entitled during the three fiscal years immediately prior to the Change in Control. For these purposes, any deferral of salary or bonus by the Executive under the Company's 401(k) plan or otherwise shall be included in salarysalary and bonus. The Company shall at the time of such payment also make any Gross-Up Payment due under Section 10 hereof for the calendar year of the termination. The Company also shall continue to provide the Executive, his spouse and eligible dependents for a period of one year three years following the termination of employment, with health, hospitalization and medical insurance, as were provided at the time of the Change in Control, at the Company's cost, subject only to the responsibility of the Executive to continue to pay a portion of the premium, as well as co-pays or deductibles in such amounts as were paid by the Executive prior to the termination. The Lump Sum and the benefits provided hereunder shall be subject to Section 10 hereof.

Payments and Benefits. If the Company terminates the Executive's ’s employment during the Contract Period without Cause or if the Executive resigns for Good Reason under paragraph 9(b) or for any reason under paragraph 9(c), the Company shall, as promptly as practical but in no event later than 10 business days after the termination of employment pay the Executive a lump sum (the "“Lump Sum"”) equal to 1.0 3.0 times the sum of (i) the annual salary of paid to the Executive immediately prior to the Change in Control and the higher of, plus (ii) the highest annual incentive bonus paid to the Executive for any fiscal year during each of the three fiscal years prior to the Change in Control or, (iii) the highest full year bonus to which the Executive would have been entitled during the three fiscal years immediately prior to the Change in Control. For these purposes, any deferral of salary or bonus by the Executive under the Company's ’s 401(k) plan or otherwise shall be included in salarysalary and bonus. The Company shall at the time of such payment also make any Gross-Up Payment due under Section 10 hereof for the calendar year of the termination. The Company also shall continue to provide the Executive, his spouse and eligible dependents for a period of one year three years following the termination of employment, with health, hospitalization and medical insurance, as were provided at the time of the Change in Control, at the Company's ’s cost, subject only to the responsibility of the Executive to continue to pay a portion of the premium, as well as co-pays or deductibles in such amounts as were paid by the Executive prior to the termination. The Lump Sum and the benefits provided hereunder shall be subject to Section 10 hereof.