Definition of A “Parachute Payment

A “Parachute Payment means any payment or distribution in the nature of compensation (within the meaning of Code Section 280G(b)(2)) to (or for the benefit of) the Executive, whether paid or payable pursuant to his Agreement or otherwise, which is contingent on a change (A) in the ownership or effective control of the Company, or (B) in the ownership of a substantial portion of the assets of the Company (within the meaning of Code Section 280G(b)(2)); and