Change in Control Transaction. (a) So long as ▇▇. ▇▇▇▇▇▇ is not otherwise in breach of this Agreement, upon the occurrence during the period commencing August 1, 1997 and ending July 31, 1998 of a Change of Control (as defined in Section 22 (b) of this Agreement) of the Company, ▇▇. ▇▇▇▇▇▇ shall become eligible for and the Company will pay to ▇▇. ▇▇▇▇▇▇ an incentive payment (the "Incentive Payment") calculated by multiplying the sum of Two Hundred Eighty Seven Thousand Dollars ($287,000.00) times an adjustment factor, as specified herein. The adjustment factor shall be based on the price realized by the Company and/or the stockholders by virtue of the Change of Control, where "X" equals Eighteen ($18.00) dollars per share. -------------------------------------------------------------------------------- Change of Control Price Adjustment Factor -------------------------------------------------------------------------------- Transaction - Less than or equal to "X" 0.70 -------------------------------------------------------------------------------- Transaction - 116.67% "X" 1.25 -------------------------------------------------------------------------------- Transaction - 133.33% "X" 1.75 -------------------------------------------------------------------------------- Transaction - 150.00% "X" 2.50 -------------------------------------------------------------------------------- For amounts which fall between the percentages specified in the foregoing table, the Company shall use a straight-line interpolation to determine the adjustment factor hereunder. The amount, if any, computed under this Paragraph 13 (a) shall be payable in three (3) annual installments, the first occurring on the fifteenth (15th) day after the date of the closing of the transaction and the subsequent payments occurring on the first two anniversaries of the closing date; provided, however, that if ▇▇. ▇▇▇▇▇▇'▇ employment terminates due to death, disability, expiration of this Agreement or ▇▇. ▇▇▇▇▇▇'▇ discharge without cause prior to the second anniversary of such closing date, any remaining installments shall be due and payable upon termination of employment. If on any such payment date, any portion of the Loan remains outstanding, then in addition to any payments required under Section 8.3 hereof, one-third of the outstanding principal plus all accrued interest (or, if less, the entire amount of outstanding principal and all accrued interest) shall be due and payable to the Company on the payment date for each installment. (b) For all purposes of this Agreement a "Change in Control" of IPC shall be deemed to have occurred upon the happening of any of the following events: (i) the closing of a transaction that would result in the reorganization, merger or consolidation of IPC, respectively, with one or more other persons in which IPC is not the surviving entity; (ii) the acquisition of substantially all of the assets of IPC or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the outstanding securities of IPC entitled to vote generally in the election of directors by any person or by any persons acting in concert; (iii) a complete liquidation or dissolution of IPC; or (iv) the occurrence of any event in connection with an actual or threatened election contest or other actual or threatened solicitation of proxies or consents (all within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) if, immediately following such event, at least fifty percent (50% of the members of the board of directors of IPC are not individuals who were members of the board of directors of IPC on the date of this Agreement. In no event, however, shall a Change of Control of IPC be deemed to have occurred as a result of any acquisition of securities or assets of IPC or any of its subsidiaries by IPC or any subsidiary of IPC. For purposes of this section, the term "person" shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act."
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Change in Control Transaction. (a) So long as ▇▇. ▇▇▇▇▇▇ is not otherwise in breach In the event of this Agreementa closing, upon the occurrence during the period commencing August 1, 1997 and ending July 31, 1998 1998, of a transaction that includes a "Change in Control" of Control (IPC and so long as defined Employee is not otherwise in Section 22 (b) breach of this Agreement) of the Company, ▇▇. ▇▇▇▇▇▇ shall become eligible for and the Company will pay to ▇▇. ▇▇▇▇▇▇ an the Executive a guaranteed bonus computed as follows: An incentive payment (the "Incentive Payment") calculated by multiplying the sum of Two Hundred Eighty Seven Eighteen Thousand Dollars ($287,000.00218,000.00) times an adjustment factor, factor (as specified herein. The adjustment factor shall be hereinafter specified) based on the price realized by the Company and/or the stockholders by virtue of the Change of Control, where "X" equals Eighteen ($18.00) dollars per share. -------------------------------------------------------------------------------- Change of Control Price Adjustment Factor -------------------------------------------------------------------------------- Transaction - Less than or equal to "X" 0.70 -------------------------------------------------------------------------------- Transaction - 116.67% "X" 1.25 1.00 -------------------------------------------------------------------------------- Transaction - 133.33% "X" 1.75 1.50 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Transaction - 150.00% "X" 2.50 2.00 -------------------------------------------------------------------------------- For amounts which fall between the percentages specified in the foregoing table, the Company shall use a straight-line interpolation to determine the adjustment factor hereunder. The amount, if any, computed under this Paragraph 13 (aSection 3.9(a) shall be payable in three (3) annual installments, the first occurring installments on the fifteenth date fifteen (15th15) day after days following the date of the closing of the transaction and the subsequent payments occurring on upon each of the first two anniversaries of the closing date; provided, however, that if ▇▇. ▇▇▇▇▇▇'▇ the Executive's employment terminates due to death, disability, expiration of this Agreement disability or ▇▇. ▇▇▇▇▇▇'▇ discharge without cause prior to the second anniversary of such closing date, any remaining installments shall be due and payable upon termination of employment. If on any such payment date, any portion of the Loan remains outstanding, then in addition to any payments required under Section 8.3 hereof, one-third of the outstanding principal plus all accrued interest (or, if less, the entire amount of outstanding principal and all accrued interest) shall be due and payable to the Company on the payment date for each installment.
(b) For all purposes of this Agreement except Section 3.8, a "Change in Control" of IPC shall be deemed to have occurred upon the happening of any of the following events:
(i) the closing of a transaction that would result in the reorganization, merger or consolidation of IPC, respectively, with one or more other persons in which IPC is not the surviving entity;
(ii) the acquisition of substantially all of the assets of IPC or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the outstanding securities of IPC entitled to vote generally in the election of directors by any person or by any persons acting in concert;; or
(iii) a complete liquidation or dissolution of IPC; or
(iv) the occurrence of any event in connection with an actual or threatened election contest or other actual or threatened solicitation of proxies or consents (all within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) if, immediately following such event, at least fifty percent (50% of the members of the board of directors of IPC are not individuals who were members of the board of directors of IPC on the date of this Agreement. In no event, however, shall a Change of Control of IPC be deemed to have occurred as a result of any acquisition of securities or assets of IPC or any of its subsidiaries by IPC or any subsidiary of IPC. For purposes of this section, the term "person" shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act."
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Change in Control Transaction. (a) So long as ▇▇. ▇▇▇▇▇▇ Employee is not otherwise in breach of this Agreement, upon the occurrence during the period commencing August 1, 1997 and ending July 31, 1998 of a Change of Control (as defined in Section 22 (bhereinafter defined) of this Agreement) of the CompanyIPC Information Systems, ▇▇. ▇▇▇▇▇▇ Inc. (hereinafter, "IPC"), Employee shall become eligible for and the Company Employer will pay to ▇▇. ▇▇▇▇▇▇ the Employee an incentive payment (the "Incentive Payment") calculated by multiplying the sum of Two One Hundred Eighty Seven Ninety Six Thousand Dollars ($287,000.00196,000.00) times an adjustment factor, as specified herein. The adjustment factor shall be based on the price realized by the Company IPC and/or the IPC's stockholders by virtue of the Change of Control, where "X" equals Eighteen ($18.00) dollars per share. -------------------------------------------------------------------------------- Change of Control Price Adjustment Factor -------------------------------------------------------------------------------- Transaction - Less than or equal to "X" 0.70 -------------------------------------------------------------------------------- Transaction - 116.67% "X" 1.25 1.00 -------------------------------------------------------------------------------- Transaction - 133.33% "X" 1.75 1.50 -------------------------------------------------------------------------------- Transaction - 150.00% "X" 2.50 2.00 -------------------------------------------------------------------------------- For amounts which fall between the percentages specified in the foregoing table, the Company Employer shall use a straight-line interpolation to determine the adjustment factor hereunder. The amount, if any, computed under this Paragraph 13 (a) shall be payable in three (3) annual installments, the first occurring installments on the fifteenth (15th) day after the date of the closing of the transaction and the subsequent payments occurring on each of the first two anniversaries of the closing date; provided, however, that if ▇▇. ▇▇▇▇▇▇'▇ the Employee's employment terminates due to death, disability, expiration of this Agreement or ▇▇. ▇▇▇▇▇▇'▇ the Employee's discharge without cause prior to the second anniversary of such closing date, any remaining installments shall be due and payable upon termination of employment. If on any such payment date, any portion of the Loan remains outstanding, then in addition to any payments required under Section 8.3 hereof, one-third of the outstanding principal plus all accrued interest (or, if less, the entire amount of outstanding principal and all accrued interest) shall be due and payable to the Company on the payment date for each installment.
(b) For all purposes of this Agreement a "Change in Control" of IPC shall be deemed to have occurred upon the happening of any of the following events:
(i) the closing of a transaction that would result in the reorganization, merger or consolidation of IPC, respectively, with one or more other persons in which IPC is not the surviving entity;
(ii) the acquisition of substantially all of the assets of IPC or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the outstanding securities of IPC entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of IPC; or
(iv) the occurrence of any event in connection with an actual or threatened election contest or other actual or threatened solicitation of proxies or consents (all within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) if, immediately following such event, at least fifty percent (50% of the members of the board of directors of IPC are not individuals who were members of the board of directors of IPC on the date of this Agreement. In no event, however, shall a Change of Control of IPC be deemed to have occurred as a result of any acquisition of securities or assets of IPC or any of its subsidiaries by IPC or any subsidiary of IPC. For purposes of this section, the term "person" shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act."
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