Effects of Change of Control. 11.1 In the event there is a Change of Control (as hereafter defined) of the ownership of the Company, the Executive may at any time immediately resign upon written notice to the Company. In this event, the Company will pay the Executive's Base Salary through the date of termination. 11.2 In the event there is a Change of Control of the Company and the Executive's employment is terminated within one year of such Change of Control due to a Without Cause termination or Constructive Discharge, the Company will pay the Executive severance pay at the annual rate equal to the highest Base Salary of the Executive in effect at any time during the period beginning on the date immediately preceding the occurrence of the Change of Control and ending on the date the Executive's employment is terminated. Such severance payments shall commence immediately after termination and shall be payable over a period of twelve (12) calendar months, or the remaining term of the Agreement, whichever period is greater. In addition, the Company will pay any earned but unpaid Base Salary and annual incentive compensation payments prorated to the date of termination. All other benefits and perquisites described in this Agreement will be continued in accordance with the Agreement for twelve (12) calendar months from the date of termination of employment. 11.3 Notwithstanding any of the above provisions to the contrary, in no event shall the payment in connection with the Change in Control exceed 2.99 times the Executive's "base period compensation" as that term is defined in section 280G of the Internal Revenue Code. In the event such payments to the Executive on account of a Change of Control would exceed 2.99 times the Executive's "base period compensation" then such payments shall be reduced to the extent necessary to avoid any penalty which may be imposed by virtue of section 280G. 11.4 A Change of Control shall be deemed to have occurred if I. a tender offer shall be made and consummated resulting in a change in the ownership of 25% or more of the outstanding voting securities of the Company, II. the Company shall be merged or consolidated with another corporation and as a result of such merger or consolidation less than 75% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the former shareholders of the Company, other than affiliates (within the meaning of the Securities Exchange Act of 1934) of any party to such merger or consolidation, III. the Company shall sell substantially all of its assets to another corporation which is not a wholly owned subsidiary, or IV. a person, within the meaning of Section 3(a)(9) or of Section 13(d)(3) (as in effect on the date hereof) of the Securities Exchange Act of 1934, as amended, shall acquire 25% or more of the outstanding voting securities of the Company (whether directly, indirectly, beneficially or of record). For purposes hereof, ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) (as in effect on the date hereof) pursuant to the Securities Exchange Act of 1934, as amended.
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Effects of Change of Control. 11.1 In the event there is a Change of Control (as hereafter defined) of the ownership of the Company, the Executive may at any time immediately resign upon written notice to the Company. In this event, the Company will pay the Executive's ’s Base Salary through the date of termination.
11.2 In the event there is a Change of Control of the Company and the Executive's ’s employment is terminated within one year of such Change of Control due to a Without Cause termination Termination or Constructive Discharge, the Company will pay the Executive severance pay at the annual rate equal to the highest Base Salary of the Executive in effect at any time during the period beginning on the date immediately preceding the occurrence of the Change of Control and ending on the date the Executive's ’s employment is terminated. Such severance payments shall commence immediately after termination and shall be payable over a period of twelve twenty-four (1224) calendar months, months or the remaining term of the AgreementPeriod of Employment, whichever period is greater. In addition, the Company will pay any earned but unpaid Base Salary and annual incentive compensation payments prorated to the date of termination. All other benefits and perquisites described in this Agreement will be continued in accordance with the Agreement for twelve twenty-four (1224) calendar months from the date of termination of employment. It is understood that, in the event that Executive is entitled to severance payments under this Section 11.2, then such severance payments shall be in lieu of any severance payments to which the Executive would be entitled under Section 8.1. In the event there is a Change of Control of the Company and the Executive’s employment is terminated after the first anniversary of such Change of Control, the Executive’s right to post-termination compensation and benefits shall be determined in accordance with Section VIII hereof.
11.3 Notwithstanding any of the above provisions to the contrary, in no event shall the payment in connection with the Change in Control exceed 2.99 times the Executive's "’s “base period compensation" ” as that term is defined in section 280G of the Internal Revenue Code. In the event such payments to the Executive on account of a Change of Control would exceed 2.99 times the Executive's "’s “base period compensation" ” then such payments shall be reduced to the extent necessary to avoid any penalty which may be imposed by virtue of section 280G.
11.4 A Change of Control shall be deemed to have occurred if I. i. a tender offer shall be made and consummated resulting in a change in the ownership of 25% or more of the outstanding voting securities of the Company, IIii. the Company shall be merged or consolidated with another corporation and as a result of such merger or consolidation less than 75% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the former shareholders of the Company, other than affiliates (within the meaning of the Securities Exchange Act of 1934) of any party to such merger or consolidation, IIIiii. the Company shall sell substantially all of its assets to another corporation which is not a wholly owned subsidiary, or IViv. a person, within the meaning of Section 3(a)(9) or of Section 13(d)(3) (as in effect on the date hereof) of the Securities Exchange Act of 1934, as amended, shall acquire 25% or more of the outstanding voting securities of the Company (whether directly, indirectly, beneficially or of record). For purposes hereof, ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) (as in effect on the date hereof) pursuant to the Securities Exchange Act of 1934, as amended.
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Effects of Change of Control. 11.1 In the event there is a Change of Control (as hereafter defined) of the ownership of the Company, the Executive may at any time immediately resign upon written notice to the Company. In this event, the Company will pay the Executive's ’s Base Salary through the date of termination.
11.2 In the event there is a Change of Control of the Company Company, and the Executive's ’s employment is terminated within one year of such Change of Control due to a Without Cause termination or Constructive DischargeTermination, the Company will pay the Executive severance pay at the annual rate equal to the highest Base Salary of the Executive in effect at any time during the period beginning on the date immediately preceding the occurrence of the Change of Control and ending on the date the Executive's ’s employment is terminated. Such severance payments shall commence immediately after termination and shall be payable over a period of twelve twenty-four (1224) calendar months, or the remaining term of the Agreement, whichever period is greater. In addition, the Company will pay any earned but unpaid Base Salary the Bonus Payment due, if any, pro rated based on the number of days worked between April 1, 2003 and annual incentive compensation payments prorated to the date of terminationtermination of employment if the termination occurs prior to the Transition Date. All other benefits and perquisites described in this Agreement will be continued in accordance with the Agreement for twelve twenty-four (1224) calendar months from the date of termination of employment. It is understood that, in the event that Executive is entitled to severance payments under this Section 11.2, then such severance payments shall be in lieu of any severance payments to which the Executive would be entitled under Section 8.1. In the event there is a Change of Control of the Company and the Executive’s employment is terminated after the first anniversary of such Change of Control, the Executive’s right to post-termination compensation and benefits shall be determined in accordance with Section VIII hereof.
11.3 Notwithstanding any of the above provisions to the contrary, in no event shall the payment in connection with the Change in Control exceed 2.99 times the Executive's "’s “base period compensation" ” as that term is defined in section 280G of the Internal Revenue Code. In the event such payments to the Executive on account of a Change of Control would exceed 2.99 times the Executive's "’s “base period compensation" ” then such payments shall be reduced to the extent necessary to avoid any penalty which may be imposed by virtue of section 280G.
11.4 A Change of Control shall be deemed to have occurred if I. i. a tender offer shall be made and consummated resulting in a change in the ownership of 25% or more of the outstanding voting securities of the Company, IIii. the Company shall be merged or consolidated with another corporation and as a result of such merger or consolidation less than 75% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the former shareholders of the Company, other than affiliates (within the meaning of the Securities Exchange Act of 1934) of any party to such merger or consolidation, IIIiii. the Company shall sell substantially all of its assets to another corporation which is not a wholly wholly-owned subsidiary, or IViv. a person, within the meaning of Section 3(a)(9) or of Section 13(d)(3) (as in effect on the date hereof) of the Securities Exchange Act of 1934, as amended, shall acquire 25% or more of the outstanding voting securities of the Company (whether directly, indirectly, beneficially or of record). For purposes hereof, ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) (as in effect on the date hereof) pursuant to the Securities and Exchange Act of 1934, as amended.
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