Extract to table

The parties have agreed that CIC severance will be structured as a "double trigger" — that is, a qualifying termination of employment (termination without Cause or resignation for Good Reason) must occur within twenty-four (24) months following a CIC event in order to trigger severance

On the Board Turnover Trigger: • This is a provision that NTP must firmly reject

The agreement must use the "best-net" safe harbor approach with a cutback to the safe harbor limit if the cutback produces a better after-tax result for Harding

The CIC definition must be limited to acquisition, merger/consolidation, and asset-sale triggers

First, the parties must agree on which companies belong on the schedule, which is itself a negotiation that could delay execution

If Harding agrees to an eighteen (18) month non-compete duration (or above), NTP should be prepared to limit the geographic scope from worldwide to North America and Western Europe