Common use of Change of Control Termination Payment Clause in Contracts

Change of Control Termination Payment. In the event of a Change in Control Termination, as defined in Section 6.6(c), then, and without further action by the Board of Directors, the Compensation Committee of the Board of Directors, if any, or otherwise, the Corporation shall pay to Employee an amount equal to Employee's compensation (including (i) Base Salary, (ii) Annual Bonuses, and (iii) the total of lease payments paid by the Company for any vehicle used by Employee, but excluding non-cash fringe benefits such as insurance) for the two fiscal years preceding such termination, which amount shall be paid by the Company in 24 equal monthly installments beginning on the first day of the month following the month in which such termination occurs with the remaining payments made on the first day of each of the succeeding 23 months. Notwithstanding the foregoing, in no event shall the payments under this Section 6.2, when combined with any other payments or benefits received or to be received, exceed the maximum amount payable to Employee under section 280G of the Internal Revenue Code without being treated as an "excess parachute payment" that is subject to limitations on deductibility by the Company.

Change of Control Termination Payment. In the event of a Change in Control Termination, as defined in Section 6.6(c), then, and without further action by the Board of Directors, the Compensation Committee of the Board of Directors, if any, or otherwise, the Corporation shall pay to Employee an amount equal to Employee's compensation (including (i) Base Salary, (ii) Annual Bonuses, and (iii) the total of lease payments paid by the Company for any vehicle used by Employee, but excluding non-cash fringe benefits such as insurance) for the two fiscal years preceding such termination, which amount shall be paid by the Company in 24 equal monthly installments beginning on the first day of the month following the month in which such termination occurs with the remaining payments made on the first day of each of the succeeding 23 months. Notwithstanding the foregoing, in no event shall the payments under this Section section 6.2, when combined with any other payments or benefits received or to be received, exceed the maximum amount payable to Employee under section 280G of the Internal Revenue Code without being treated as an "excess parachute payment" that is subject to limitations on deductibility by the Company.