Common use of Upon a Change in Control Clause in Contracts

Upon a Change in Control. In the event of a Change in Control (as hereinafter defined), Executive shall be entitled (i) to all Restricted Shares awarded to Executive pursuant to this Agreement and the Restricted Share Agreement whether or not such Restricted Shares had previously vested as of the date of the Change in Control. In the event any Restricted Shares have not vested as of the date of the Change in Control, such Restricted Shares shall immediately vest and Executive shall receive a cash payment from the Company on the date of the Change in Control in an amount equal to forty percent (40%) of the Fair Market Value (determined as of the date of the Change in Control) of the Restricted Shares that vest on the date of the Change in Control (the "Change in Control Restricted Share Tax Gross-Up Payment"), (ii) to all shares of Common Stock purchased by Executive with the proceeds of the Stock Acquisition Loan without regard to whether or not the Stock Acquisition Loan has been forgiven or repaid. In the event there is an outstanding balance on the Stock Acquisition Loan, such outstanding balance including interest accrued thereon through the date of the Change in Control shall be immediately forgiven (and any shares pledged under the Stock Pledge Agreement shall be released to Executive) and Executive shall receive a cash payment from the Company on the date of the Change in Control in an amount equal to forty percent (40%) of the outstanding balance of the Stock Acquisition Loan and interest accrued thereon that is forgiven on the date of the Change in Control (the "Change in Control Acquisition Loan Tax Gross-Up Payment") and (iii) an excise tax gross-up payment. If it is determined by an indpendent accountant mutually acceptable to the Company and Executive that as a result of compensation paid and other benefits provided to Executive by the Company pursuant to this Agreement or otherwise, a tax will be imposed on Executive pursuant to Section 4999 of the Code (or any successor provisions) the Company shall pay Executive in cash an amount equal to the excise tax for which the Executive is liable under Section 4999 of the Code. Any cash payments owed to Executive pursuant to this Paragraph 4(d) shall be paid to Executive in a single sum on or immediately prior to date of the Change in Control but prior to the consummation of the transaction with any successor. In addition, any other options previously or hereafter granted to Executive that have not vested as of the date of the Change in Control shall immediately vest upon the occurrence of and on the date of a Change in Control irrespective of whether Executive's employment terminates in connection with such Change in Control.

Upon a Change in Control. In the event of a Change in Control (as hereinafter defined), Executive shall be entitled to (i) to all Restricted Shares awarded to Executive pursuant to this Agreement and the Restricted Share Agreement whether or not such Restricted Shares had previously vested as of the date of the Change in Control. In the event any Restricted Shares have not vested as of the date of the Change in Control, such Restricted Shares shall immediately vest and Executive shall receive a cash payment from the Company on the date of the Change in Control in an amount equal to forty percent (40%) of the Fair Market Value (determined as of the date of the Change in Control) of the Restricted Shares that vest on the date of the Change in Control (the "Change in Control Restricted Share Tax Gross-Up Payment"), (ii) to all shares of Common Stock purchased by Executive with the proceeds of the Stock Acquisition Loan without regard to whether or not the Stock Acquisition Loan has been forgiven or repaid. In the event there is an outstanding balance on the Stock Acquisition Loan, such outstanding balance including interest accrued thereon through the date of the Change in Control shall be immediately forgiven (and any shares pledged under the Stock Pledge Agreement shall be released to Executive) and Executive shall receive a cash payment from the Company on the date of the Change in Control in an amount equal to forty percent (40%) of the outstanding balance of the Stock Acquisition Loan and interest accrued thereon that is forgiven on the date of the Change in Control (the "Change in Control Acquisition Loan Tax Gross-Up Payment") and (iiiii) an excise tax gross-up payment. If it is determined by an indpendent independent accountant mutually acceptable to the Company and Executive that as a result of compensation paid and other benefits provided to Executive by the Company pursuant to this Agreement or otherwise, a tax will be imposed on Executive pursuant to Section 4999 of the Code (or any successor provisions) the Company shall pay Executive in cash an amount equal to the excise tax for which the Executive is liable under Section 4999 of the Code. Any cash payments owed to Executive pursuant to this Paragraph 4(d) shall be paid to Executive in a single sum on or immediately prior to date of the Change in Control but prior to the consummation of the transaction with any successor. In addition, other than the 1994 Options, any other options previously or hereafter granted to Executive that have not vested as of the date of the Change in Control shall immediately vest upon the occurrence of and on the date of a Change in Control irrespective of whether Executive's employment terminates in connection with such Change in Control.

Upon a Change in Control. In the event of a Change in Control (as hereinafter defined), Executive shall be entitled (i) to all Restricted Shares awarded to Executive pursuant to this Agreement and the Restricted Share Agreement whether or not such Restricted Shares had previously vested as of the date of the Change in Control. In the event any Restricted Shares have not vested as of the date of the Change in Control, such Restricted Shares shall immediately vest and Executive shall receive a cash payment from the Company on the date of the Change in Control in an amount equal to forty percent (40%) of the Fair Market Value (determined as of the date of the Change in Control) of the Restricted Shares that vest on the date of the Change in Control (the "Change in Control Restricted Share Tax Gross-Up Payment"), and (ii) to all shares of Common Stock purchased by Executive with the proceeds of the Stock Acquisition Loan without regard to whether or not the Stock Acquisition Loan has been forgiven or repaid. In the event there is an outstanding balance on the Stock Acquisition Loan, such outstanding balance including interest accrued thereon through the date of the Change in Control shall be immediately forgiven (and any shares pledged under the Stock Pledge Agreement shall be released to Executive) and Executive shall receive a cash payment from the Company on the date of the Change in Control in an amount equal to forty percent (40%) of the outstanding balance of the Stock Acquisition Loan and interest accrued thereon that is forgiven on the date of the Change in Control (the "Change in Control Acquisition Loan Tax Gross-Up Payment") and (iii) an excise tax gross-up payment. If it is determined by an indpendent accountant mutually acceptable to the Company and Executive that as a result of compensation paid and other benefits provided to Executive by the Company pursuant to this Agreement or otherwise, a tax will be imposed on Executive pursuant to Section 4999 of the Code (or any successor provisions) the Company shall pay Executive in cash an amount equal to the excise tax for which the Executive is liable under Section 4999 of the Code). Any cash payments owed to Executive pursuant to this Paragraph 4(d) shall be paid to Executive in a single sum on or immediately prior to date of the Change in Control but prior to the consummation of the transaction with any successor. In addition, any other options previously or hereafter granted to Executive that have not vested as of the date of the Change in Control shall immediately vest upon the occurrence of and on the date of a Change in Control irrespective of whether Executive's employment terminates in connection with such Change in Control.

Upon a Change in Control. In the event of a Change in Control (as hereinafter defined), Executive shall be entitled (i) to all Restricted Shares awarded to Executive pursuant to this Agreement and the Restricted Share Agreement whether or not such Restricted Shares had previously vested as of the date of the Change in Control. In the event any Restricted Shares have not vested as of the date of the Change in Control, such Restricted Shares shall immediately vest and Executive shall receive a cash payment from the Company on the date of the Change in Control in an amount equal to forty percent (40%) of the Fair Market Value (determined as of the date of the Change in Control) of the Restricted Shares that vest on the date of the Change in Control (the "Change in Control Restricted Share Tax Gross-Up Payment"), (ii) to all shares of Common Stock purchased by Executive with the proceeds of the Stock Acquisition Loan without regard to whether or not the Stock Acquisition Loan has been forgiven or repaid. In the event there is an outstanding balance on the Stock Acquisition Loan, such outstanding balance including interest accrued thereon through the date of the Change in Control shall be immediately forgiven (and any shares pledged under the Stock Pledge Agreement shall be released to Executive) and Executive shall receive a cash payment from the Company on the date of the Change in Control in an amount equal to forty percent (40%) of the outstanding balance of the Stock Acquisition Loan and interest accrued thereon that is forgiven on the date of the Change in Control (the "Change in Control Acquisition Loan Tax Gross-Up Payment") and (iii) an excise tax gross-up payment. If it is determined by an indpendent accountant mutually acceptable to the Company and Executive that as a result of compensation paid and other benefits provided to Executive by the Company pursuant to this Agreement or otherwise, a tax will be imposed on Executive pursuant to Section 4999 of the Code (or any successor provisions) the Company shall pay Executive in cash an amount equal to the excise tax for which the Executive is liable under Section 4999 of the Code. Any cash payments owed to Executive pursuant to this Paragraph 4(d) shall be paid to Executive in a single sum on or immediately prior to date of the Change in Control but prior to the consummation of the transaction with any successor. In addition, other than the 1994 Options, any other options previously or hereafter granted to Executive that have not vested as of the date of the Change in Control shall immediately vest upon the occurrence of and on the date of a Change in Control irrespective of whether Executive's employment terminates in connection with such Change in Control.

Upon a Change in Control. In If the event Executive suffers a Termination Without Cause or Constructive Termination upon a Change in Control, the Company will pay to the Executive upon such termination an amount equal to 300% of Executive’s Base Salary as in effect at the time of the termination plus 300% of Executive’s prior year Annual Incentive Compensation (the “Change in Control Severance Amount”), less the aggregate amount of all other payments or value received by the Executive on account of the Change in Control to the extent such additional payments or value would be considered in the computation of “Excess Parachute Payments” pursuant to Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder; provided that payments to the Executive pursuant to the New Noncompete Agreement as a result of a Change in Control (as hereinafter defined), Executive or otherwise shall not be entitled (i) to all Restricted Shares awarded to Executive pursuant to this Agreement and the Restricted Share Agreement whether or not such Restricted Shares had previously vested as of the date of the Change in Control. In the event any Restricted Shares have not vested as of the date of the Change in Control, such Restricted Shares shall immediately vest and Executive shall receive a cash payment from the Company on the date deemed part of the Change in Control in an amount equal to forty percent (40%) of the Fair Market Value (determined as of the date of the Change in Control) of the Restricted Shares that vest on the date of the Change in Control (the "Change in Control Restricted Share Tax Gross-Up Payment"), (ii) to all shares of Common Stock purchased by Executive with the proceeds of the Stock Acquisition Loan without regard to whether Severance Amount or not the Stock Acquisition Loan has been forgiven or repaidExcess Parachute Payments. In addition to the event there is an outstanding balance on the Stock Acquisition Loanforegoing, such outstanding balance including interest accrued thereon earned but unpaid Base Salary and Annual Incentive Compensation awards pro-rated through the date of termination shall be paid in a single lump sum no later than March 15 of the calendar year following the calendar year in which the Executive suffers a Termination Without Cause or a Constructive Termination upon a Change in Control shall be immediately forgiven Control. If the Executive actually elects (within the time period required by COBRA) continuation coverage pursuant to COBRA for the Executive and any shares pledged the Executive’s dependents (to the extent the Executive’s dependents were covered under the Stock Pledge Agreement shall be released to Company’s medical and dental plans on the Executive) and Executive shall receive a cash payment ’s separation from service date), the Company on the date of the Change in Control in an amount equal to forty percent (40%) of the outstanding balance of the Stock Acquisition Loan and interest accrued thereon that is forgiven on the date of the Change in Control (the "Change in Control Acquisition Loan Tax Gross-Up Payment") and (iii) an excise tax gross-up payment. If it is determined by an indpendent accountant mutually acceptable shall provide, at no cost to the Company Executive, coverage for the Executive and Executive that as a result of compensation paid the Executive’s dependents under COBRA with respect to medical and other benefits dental coverage provided to Executive by the Company pursuant to this Agreement or otherwise, a tax will be imposed on Executive pursuant to Section 4999 its employees until the earliest of the Code (or any successor provisionsa) the Company shall pay Executive in cash an amount equal to the excise tax for which date the Executive is liable under Section 4999 no longer eligible to receive continuation coverage pursuant to COBRA, and (b) six (6) months following termination of employment with the Company. The vesting, exercisability and other terms of stock options and vesting and other terms of restricted stock, restricted stock units or other interests granted to the Executive shall be governed by any applicable agreements and the terms of the Code. Any cash payments owed to Executive pursuant to this Paragraph 4(d) shall be paid to Executive in a single sum on applicable stock option or immediately prior to date of the Change in Control but prior to the consummation of the transaction with any successor. In addition, any other options previously or hereafter granted to Executive that have not vested as of the date of the Change in Control shall immediately vest upon the occurrence of and on the date of a Change in Control irrespective of whether Executive's employment terminates in connection with such Change in Controlincentive plans.