Common use of Change in Control Plan Clause in Contracts

Change in Control Plan. Notwithstanding the foregoing provisions, in the event that Executive would be entitled to severance benefits under the Company’s Change in Control Severance Plan, or any successor plan thereto (the “CIC Plan”), in connection with a termination of his employment described in Section 5(b) or Section 5(d) above, Executive will be entitled to receive the benefits provided under the CIC Plan; provided that Executive acknowledges and agrees that he shall not be entitled to receive any “Gross-Up Payment” (as defined in Exhibit C of the CIC Plan) or any other benefits set forth under Exhibit C of the CIC Plan. In no event will Executive be entitled to receive severance benefits under both the CIC Plan and this Agreement. In the event that any of the payments and other benefits provided under this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”), then Executive’s payments and benefits under this Agreement or otherwise shall be payable either