Common use of Payments Upon Change of Control Clause in Contracts

Payments Upon Change of Control. During the term of this Agreement, if there is a Change of Control (as hereinafter defined) and the Company takes any action which would entitle ▇▇▇▇▇▇▇▇ to terminate his employment for "good reason," as such term is defined in Section 9 hereof (a "Triggering Event"), then ▇▇▇▇▇▇▇▇ may at his election, at any time within one year after any such Triggering Event, terminate this Agreement (a "Voluntary Termination"), and ▇▇▇▇▇▇▇▇ shall be entitled to the following compensation, in addition to the other compensation and bonuses provided for herein: (a) in lieu of any further salary payments to ▇▇▇▇▇▇▇▇ for periods subsequent to the date of Voluntary Termination, the Company shall pay as severance payment to ▇▇▇▇▇▇▇▇, no later than the fifth day following the date of Voluntary Termination, a lump-sum severance payment of three years' base includible compensation, equal to the maximum tax deduction that the Company is eligible to receive under the applicable "golden parachute" regulations; and (b) the Company shall provide ▇▇▇▇▇▇▇▇ with all employee benefits and programs of the Company which ▇▇▇▇▇▇▇▇ was entitled to receive or participate in immediately prior to the effective date of the Voluntary Termination for the thirty six (36) month period following the date of such Voluntary Termination.

Payments Upon Change of Control. During the term of this Agreement, if there is a Change of Control (as hereinafter defined) and the Company takes any action which would entitle ▇▇▇▇▇▇▇▇ to terminate his employment for "good reason," as such term is defined in Section 9 hereof (a "Triggering Event"), then ▇▇▇▇▇▇▇▇ may at his election, at any time within one EXECUTION COPY year after any such Triggering Event, terminate this Agreement (a "Voluntary Termination"), and ▇▇▇▇▇▇▇▇ shall be entitled to the following compensation, in addition to the other compensation and bonuses provided for herein: (a) in lieu of any further salary payments to ▇▇▇▇▇▇▇▇ for periods subsequent to the date of Voluntary Termination, the Company shall pay as severance payment to ▇▇▇▇▇▇▇▇, no later than the fifth day following the date of Voluntary Termination, a lump-sum severance payment of three years' base includible compensation, equal to the maximum tax deduction that the Company is eligible to receive under the applicable "golden parachute" regulations; and (b) the Company shall provide ▇▇▇▇▇▇▇▇ with all employee benefits and programs of the Company which ▇▇▇▇▇▇▇▇ was entitled to receive or participate in immediately prior to the effective date of the Voluntary Termination for the thirty six (36) month period following the date of such Voluntary Termination.