Common use of After a Change in Control Clause in Contracts

After a Change in Control. If the Employee’s employment by the Company is terminated within one year after a Change in Control pursuant to clause (ii), (iv) or (vi) of Section 9(a), the Company shall pay to the Employee, simultaneous with termination and in lump sum, an amount equal to his annual base salary (less any payments received by the Employee from any disability income insurance policy provided to him by the Company) as of the date of termination of employment; provided, however, that if termination is made pursuant to clause (vi) of Section 9(a), no payment shall be due under this Section 9(f)(ii) unless such termination occurs in the calendar year during which such Change in Control occurs, or prior to March 15 of the next following calendar year. All payments under this Section 9(f)(ii) shall be subject to the restriction that the Employee shall not be entitled to any amount pursuant to this Agreement which constitutes an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision or regulations promulgated thereunder. In case of uncertainty as to whether some portion of a payment might constitute an excess parachute payment, the Company shall initially make the payment to the Employee and the Employee agrees to refund to the Company any amounts ultimately determined to be excess parachute payments. If this Agreement is terminated after a Change in Control pursuant to clauses (i), (iii) or (v) of Section 9(a), the Employee’s right to base salary and benefits shall immediately terminate, except as may otherwise be required by applicable law.