Common use of Shareholder Approval Exemption Clause in Contracts

Shareholder Approval Exemption. If the Company is eligible for the shareholder vote exemption at the time of a Change of Control, the Company will subject the Executive’s payments to a shareholder vote in accordance with Treasury Regulation Section 1.280G-1 and recommend approval thereof; provided, that, the Executive cooperates with all reasonable and customary requests in connection with such vote, including execution of any required documentation in connection therewith.