Common use of Payments Upon a Change of Control Clause in Contracts

Payments Upon a Change of Control. It is the intent of the parties to this Agreement that the payments which are conditioned on a Change Control would be such that there will be no excess parachute payments as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"). Notwithstanding anything in the Agreement to the contrary, Employee shall have the right to elect to receive any payment to (or for the benefit of) him, which are payable to her as a result of a termination of this Agreement because of a Change of Control of the Company, in lump sum or over a period of time, so long as none of the payments shall be deemed to be an "excess parachute payment" under the Code.

Payments Upon a Change of Control. It is the intent of the parties to this Agreement that the payments which are conditioned on a Change Control would be such that there will be no excess parachute payments as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"). Notwithstanding anything in the Agreement to the contrary, Employee shall have the right to elect to receive any payment to (or for the benefit ofof ) himher, which are payable to her as a result of a termination of this Agreement because of a Change of Control of the Company, in lump sum or over a period of time, so long as none of the payments shall be deemed to be an "excess parachute payment" under the Code.