Common use of Total Compensation Clause in Contracts

Total Compensation. During the Employment Period, the total compensation opportunities made available to the Executive in such year in the form of short-term incentive compensation and long-term incentive compensation ("Total Compensation") shall not be less than the Total Compensation made available to the Executive immediately prior to the Effective Date. For purposes of this Section 5(b), the amount of Total Compensation made available to the Executive, whether prior to or after a Change of Control, shall be conclusively determined by an independent compensation consultant selected by the Company prior to the occurrence of a Change of Control (or, if that entity is no longer able to serve or declines to serve in such capacity, such other independent compensation consultant that has no existing client relationship with the Company and its Affiliates as shall be selected by the designated consultant and reasonably acceptable to the Board (either such consultant hereinafter referred to as the "Compensation Consultant")), using methods of valuation and comparison commonly used in competitive compensation practices, which shall be consistently applied. The Company shall provide the Compensation Consultant with any and all data that the consultant shall reasonably request in order to make its evaluations hereunder.

Total Compensation. During the Employment Period, the total compensation opportunities made available to the Executive in such year in the form of short-term incentive compensation and long-term incentive compensation ("“Total Compensation"”) shall not be less than the Total Compensation made available to the Executive immediately prior to the Effective Date. For purposes of this Section 5(b), the amount of Total Compensation made available to the Executive, whether prior to or after a Change of Control, shall be conclusively determined by an independent compensation consultant selected by the Company prior to the occurrence of a Change of Control (or, if that entity is no longer able to serve or declines to serve in such capacity, such other independent compensation consultant that has no existing client relationship with the Company and its Affiliates as shall be selected by the designated consultant and reasonably acceptable to the Board (either such consultant hereinafter referred to as the "“Compensation Consultant"”)), using methods of valuation and comparison commonly used in competitive compensation practices, which shall be consistently applied. The Company shall provide the Compensation Consultant with any and all data that the consultant shall reasonably request in order to make its evaluations hereunder.

Total Compensation. During the Employment Period, the total compensation opportunities made available to the Executive in such year in the form of short-term incentive compensation and long-term incentive compensation ("Total CompensationTOTAL COMPENSATION") shall not be less than the Total Compensation made available to the Executive immediately prior to the Effective Date. For purposes of this Section 5(b), the amount of Total Compensation made available to the Executive, whether prior to or after a Change of Control, shall be conclusively determined by an independent compensation consultant selected by the Company prior to the occurrence of a Change of Control (or, if that entity is no longer able to serve or declines to serve in such capacity, such other independent compensation consultant that has no existing client relationship with the Company and its Affiliates as shall be selected by the designated consultant and reasonably acceptable to the Board (either such consultant hereinafter referred to as the "Compensation ConsultantCOMPENSATION CONSULTANT")), using methods of valuation and comparison commonly used in competitive compensation practices, which shall be consistently applied. The Company shall provide the Compensation Consultant with any and all data that the consultant shall reasonably request in order to make its evaluations hereunder.