Common use of Benefits on Termination Clause in Contracts

Benefits on Termination. In the event of any termination, other ----------------------- than termination by Sensormatic for Cause, of Executive's employment with Sensormatic at any time following a "non-approved" Change in Control, Executive shall be entitled to the following benefits: (i) Subject to Section 4 hereof, Sensormatic shall, as soon as practicable, pay to Executive a lump sum payment equal to the amount of any then unvested interest which Executive may have had on the date of such "non-approved" Change in Control (less any amount of such interest subsequently vested), and as supplemented thereafter through the date of such termination, in Sensormatic's profit sharing, ESOP or other retirement plans (other than the Retirement Plan); and (ii) Unless a trust or other arrangement previously determined in writing to be satisfactory by a majority of the Previous Members of the Board of Directors then in office assuring payment of benefits to or for the benefit of Executive under Sensormatic's Retirement Plan in the event of a Change in Control has been previously established and is then in effect, Sensormatic shall take such steps as are necessary, within 30 days after such termination, to fully fund all of Executive's benefits under such Plan (after giving effect to the change in control provisions of such Plan) through paid-up insurance, annuity contracts and/or other similar means, so that the ultimate payment of benefits (at a rate not less than the greater of the rates in effect under such Plan at the date of such termination or immediately after such Change in Control) upon Executive's attaining retirement age under such Plan or upon his earlier death or disability (as defined in such Plan) (despite Executive's no longer being employed by Sensormatic) shall be assured beyond any reasonable doubt; provided, however, that either such manner of funding shall be structured -------- ------- so as not to constitute "constructive receipt" by Executive of the benefits in question for income tax purposes, or the benefits in question shall be paid out in a lump sum, discounted to present value in the manner provided in Section 8(a). In addition, following any such termination which is involuntary, the non-competition provisions included in any such Plan shall have no force or effect.

Benefits on Termination. In the event of any termination, other ----------------------- than termination by Sensormatic for Cause, of Executive's employment with Sensormatic at any time following a "non-approved" Change in Control, Executive shall be entitled to the following benefits: (i) Subject to Section 4 hereof, Sensormatic shall, as soon as practicable, pay to Executive a lump sum payment equal to the amount of any then unvested interest which Executive may have had on the date of such "non-approved" Change in Control (less any amount of such interest subsequently vested), and as supplemented thereafter through the date of such termination, in Sensormatic's profit sharing, ESOP or other retirement plans (other than the Retirement Plan); and (ii) Unless a trust or other arrangement previously determined in writing to be satisfactory by a majority of the Previous Members of the Board of Directors then in office assuring payment of benefits to or for the benefit of Executive under Sensormatic's Retirement Plan in the event of a Change in Control has been previously established and is then in effect, Sensormatic shall take such steps as are necessary, within 30 days after such termination, to fully fund all of Executive's benefits under such Plan (after giving effect to the change in control provisions of such Plan) through paid-up insurance, annuity contracts and/or other similar means, so that the ultimate payment of benefits (at a rate not less than the greater of the rates in effect under such Plan at the date of such termination or immediately after such Change in Control) upon Executive's attaining retirement age under such Plan or upon his earlier death or disability (as defined in such Plan) (despite Executive's no longer being employed by Sensormatic) shall be assured beyond any reasonable doubt; providedPROVIDED, howeverHOWEVER, that either such manner of funding shall be structured -------- ------- so as not to constitute "constructive receipt" by Executive of the benefits in question for income tax purposes, or the benefits in question shall be paid out in a lump sum, discounted to present value in the manner provided in Section 8(a). In addition, following any such termination which is involuntary, the non-competition provisions included in any such Plan shall have no force or effect.

Benefits on Termination. (a) TERMINATION AT ANY TIME AFTER CHANGE IN CONTROL. In the event of any termination, other ----------------------- than termination by Sensormatic for Cause, of Executive's employment with Sensormatic at any time following a "non-approved" Change in Control, Executive shall be entitled to the following benefits: (i) Subject to Section 4 hereof, Sensormatic shall, as soon as practicable, pay to Executive a lump sum payment equal to the amount of any then unvested interest which Executive may have had on the date of such "non-approved" Change in Control (less any amount of such interest subsequently vested), and as supplemented thereafter through the date of such termination, in Sensormatic's profit sharing, ESOP or other retirement plans (other than the Retirement Senior Executive Plan); and (ii) Unless a trust or other arrangement previously determined in writing to be satisfactory by a majority of the Previous Members of the Board of Directors (as defined below) then in office assuring payment of benefits to or for the benefit of Executive under Sensormatic's Retirement Senior Executive Plan in the event of a Change in Control has been previously established and is then in effect, Sensormatic shall take such steps as are necessary, within 30 days after such termination, to fully fund all of Executive's benefits under such Plan (after giving effect to the change in control provisions of such Plan) through paid-up insurance, annuity contracts and/or other similar means, so that the ultimate payment of benefits (at a rate not less than the greater of the rates in effect under such Plan at the date of such termination or immediately after such Change in Control) upon Executive's attaining retirement age under such Plan or upon his earlier death or disability (as defined in such Plan) (despite Executive's no longer being employed by Sensormatic) shall be assured beyond any reasonable doubt; providedPROVIDED, howeverHOWEVER, that either such manner of funding shall be structured -------- ------- so as not to constitute "constructive receipt" by Executive of the benefits in question for income tax purposes, or the benefits in question shall be paid out in a lump sum, discounted to present value in the manner provided in Section 8(a). In addition, following any such termination which is involuntary, the non-competition any noncompetition provisions included in any such Plan shall have no force or effect.

Benefits on Termination. In the event of any termination, other ----------------------- than termination by Sensormatic for Cause, of Executive's employment with Sensormatic at any time following a "non-approved" Change in Control, Executive shall be entitled to the following benefits: (i) Subject to Section 4 hereof, Sensormatic shall, as soon as practicable, pay to Executive a lump sum payment equal to the amount of any then unvested interest which Executive may have had on the date of such "non-approved" Change in Control (less any amount of such interest subsequently vested), and as supplemented thereafter through the date of such termination, in Sensormatic's profit sharing, ESOP or other retirement plans (other than the Retirement Plan); and (ii) Unless a trust or other arrangement previously determined in writing to be satisfactory by a majority of the Previous Members of the Board of Directors then in office assuring payment of benefits to or for the benefit of Executive under Sensormatic's Retirement Plan in the event of a Change in Control has been previously established and is then in effect, Sensormatic shall take such steps as are necessary, within 30 days after such termination, to fully fund all of Executive's benefits under such Plan (after giving effect to the change in control provisions of such Plan) through paid-up insurance, annuity contracts and/or other similar means, so that the ultimate payment of benefits (at a rate not less than the greater of the rates in effect under such Plan at the date of such termination or immediately after such Change in Control) upon Executive's attaining retirement age under such Plan or upon his earlier death or disability (as defined in such Plan) (despite Executive's no longer being employed by Sensormatic) shall be assured beyond any reasonable doubt; provided, provided however, that either such manner of funding shall be structured -------- ------- so as not to constitute "constructive receipt" by Executive of the benefits in question for income tax purposes, or the benefits in question shall be paid out in a lump sum, discounted to present value in the manner provided in Section 8(a). In addition, following any such termination which is involuntary, the non-competition provisions included in any such Plan shall have no force or effect.

Benefits on Termination. In the event of any termination, other ----------------------- than termination by Sensormatic for Cause, of Executive's employment with Sensormatic at any time following a "non-approved" Change in Control, Executive shall be entitled to the following benefits: (i) Subject to Section 4 hereof, Sensormatic shall, as soon as practicable, pay to Executive a lump sum payment equal to the amount of any then unvested interest which Executive may have had on the date of such "non-approved" Change in Control (less any amount of such interest subsequently vested), and as supplemented thereafter through the date of such termination, in Sensormatic's profit sharing, ESOP or other retirement plans (other than the Retirement Plan); and (ii) Unless a trust or other arrangement previously determined in writing to be satisfactory by a majority of the Previous Members of the Board of Directors then in office assuring payment of benefits to or for the benefit of Executive under Sensormatic's Retirement Plan in the event of a Change in Control has been previously established and is then in effect, Sensormatic shall take such steps as are necessary, within 30 days after such termination, to fully fund all of Executive's benefits under such Plan (after giving effect to the change in control provisions of such Plan) through paid-up insurance, annuity contracts and/or other similar means, so that the ultimate payment of benefits (at a rate not less than the greater of the rates in effect under such Plan at the date of such termination or immediately after such Change in Control) upon Executive's attaining retirement age under such Plan or upon his earlier death or disability (as defined in such Plan) (despite Executive's no longer being employed by Sensormatic) shall be assured beyond any reasonable doubt; provided, however, that either such ----------------- manner of funding shall be structured -------- ------- so as not to constitute "constructive receipt" by Executive of the benefits in question for income tax purposes, or the benefits in question shall be paid out in a lump sum, discounted to present value in the manner provided in Section 8(a). In addition, following any such termination which is involuntary, the non-competition provisions included in any such Plan shall have no force or effect.

Benefits on Termination. In the event of any termination, ----------------------- other ----------------------- than termination by Sensormatic for Cause, of Executive's employment with Sensormatic at any time following a "non-approved" Change in Control, Executive shall be entitled to the following benefits: (i) Subject to Section 4 hereof, Sensormatic shall, as soon as practicable, pay to Executive a lump sum payment equal to the amount of any then unvested interest which Executive may have had on the date of such "non-approved" Change in Control (less any amount of such interest subsequently vested), and as supplemented thereafter through the date of such termination, in Sensormatic's profit sharing, ESOP or other retirement plans (other than the Retirement Plan); and (ii) Unless a trust or other arrangement previously determined in writing to be satisfactory by a majority of the Previous Members of the Board of Directors then in office assuring payment of benefits to or for the benefit of Executive under Sensormatic's Retirement Plan in the event of a Change in Control has been previously established and is then in effect, Sensormatic shall take such steps as are necessary, within 30 days after such termination, to fully fund all of Executive's benefits under such Plan (after giving effect to the change in control provisions of such Plan) through paid-up insurance, annuity contracts and/or other similar means, so that the ultimate payment of benefits (at a rate not less than the greater of the rates in effect under such Plan at the date of such termination or immediately after such Change in Control) upon Executive's attaining retirement age under such Plan or upon his earlier death or disability (as defined in such Plan) (despite Executive's no longer being employed by Sensormatic) shall be assured beyond any reasonable doubt; provided, however, that either such manner -------- ------- of funding shall be structured -------- ------- so as not to constitute "constructive receipt" by Executive of the benefits in question for income tax purposes, or the benefits in question shall be paid out in a lump sum, discounted to present value in the manner provided in Section 8(a). In addition, following any such termination which is involuntary, the non-competition provisions included in any such Plan shall have no force or effect.

Benefits on Termination. In the event of any termination, other ----------------------- than termination by Sensormatic for Cause, of Executive's employment with Sensormatic at any time following a "non-approved" Change in Control, Executive shall be entitled to the following benefits: (i) Subject to Section 4 hereof, Sensormatic shall, as soon as practicable, pay to Executive a lump sum payment equal to the amount of any then unvested interest which Executive may have had on the date of such "non-approved" Change in Control (less any amount of such interest subsequently vested), and as supplemented thereafter through the date of such termination, in Sensormatic's profit sharing, ESOP or other retirement plans (other than the Retirement Plan); and (ii) Unless a trust or other arrangement previously determined in writing to be satisfactory by a majority of the Previous Members of the Board of Directors then in office assuring payment of benefits to or for the benefit of Executive under Sensormatic's Retirement Plan in the event of a Change in Control has been previously established and is then in effect, Sensormatic shall take such steps as are necessary, within 30 days after such termination, to fully fund all of Executive's benefits under such Plan (after giving effect to the change in control provisions of such Plan) through paid-up insurance, annuity contracts and/or other similar means, so that the ultimate payment of benefits (at a rate not less than the greater of the rates in effect under such Plan at the date of such termination or immediately after such Change in Control) upon Executive's attaining retirement age under such Plan or upon his earlier death or disability (as defined in such Plan) (despite Executive's no longer being employed by Sensormatic) shall be assured beyond any reasonable doubt; providedPROVIDED, howeverHOWEVER, that either such manner of funding shall be structured -------- ------- so as not to constitute "constructive receipt" by Executive of the benefits in question for income tax purposes, or the benefits in question shall be paid out in a lump sum, discounted to present value in the manner provided in Section 8(a). In addition, following any such termination which is involuntary, the non-competition provisions included in any such Plan shall have no force or effect.

Benefits on Termination. In the event of (x) any terminationtermination of the Term of the Consulting Agreement, other ----------------------- than termination of the Consulting Agreement by Sensormatic pursuant to Section 4(a) thereof, or (y) the removal, other than for Cause, or resignation of Executive's employment Assaf from his directorship with Sensormatic or the expiration of the term of such office without his being re-elected thereto, or (z) Assaf's death, at any time following a "non-approved" Change in Control, Executive Assaf (or Successor, as hereinafter defined) shall be entitled to the following benefits: (i) Subject to Section 4 hereof, Sensormatic shall, as soon as practicable, pay to Executive Assaf a lump sum payment equal to the amount of any then unvested interest which Executive Assaf may have had on the date of such "non-approved" Change in Control (less any amount of such interest subsequently vested), and as supplemented thereafter through the date of such termination, in Sensormatic's profit sharing, ESOP or other retirement plans (other than the Retirement Salary Continuation Plan); and (ii) Unless a trust or other arrangement previously determined in writing to be satisfactory by a majority of the Previous Members of the Board of Directors (as defined below) then in office assuring payment of benefits to or for the benefit of Executive Assaf under Sensormatic's Retirement Salary Continuation Plan in the event of a Change in Control has been previously established and is then in effect, Sensormatic shall take such steps as are necessary, within 30 days after such termination, to fully fund all of ExecutiveAssaf's benefits under such Plan (after giving effect to the change in control provisions of such Plan) through paid-up insurance, annuity contracts and/or other similar means, so that the ultimate ulti mate payment of benefits (at a rate not less than the greater of the rates in effect under such Plan at the date of such termination or immediately after such Change in Control) upon Executive's attaining retirement age under such Plan or upon his earlier death or disability (as defined in such Plan) (despite Executive's no longer being employed by Sensormatic) shall be assured beyond any reasonable doubt; provided, however, that either such manner of funding shall be structured -------- ------- so as not to constitute "constructive receipt" by Executive Assaf of the benefits in question for income tax purposes, or the benefits in question shall be paid out in a lump sum, discounted to present value in the manner provided in Section 8(a)5(a) hereof. In addition, in the event of (i) the removal, other than for Cause, of Assaf from his directorship with Sensormatic or the expiration of the term of such office without his being re-elected thereto other than pursuant to the generally applicable term limits and/or retirement policies of the Corporation (without giving effect to any changes therein that reduce the retirement age or the permitted term of office which were implemented following such Change of Control or the commencement of an Attempted Change of Control which culminated in such Change of Control), or (ii) a default by the Corporation in its obligations under the Consulting Agreement of the type contemplated by Section 3(i)(i) thereof, in either case at any such termination which is involuntarytime following a Change in Control, the non-competition any noncompetition provisions included in any such Plan shall have no force or effect.

Benefits on Termination. In the event of any termination, other ----------------------- than termination by Sensormatic for Cause, of Executive's employment with Sensormatic at any time following a "non-approved" Change in Control, Executive shall be entitled to the following benefits: (i) Subject to Section 4 hereof, Sensormatic shall, as soon as practicable, pay to Executive a lump sum payment equal to the amount of any then unvested interest which Executive may have had on the date of such "non-approved" Change in Control (less any amount of such interest subsequently vested), and as supplemented 12 thereafter through the date of such termination, in Sensormatic's profit sharing, ESOP or other retirement plans (other than the Retirement Plan); and (ii) Unless a trust or other arrangement previously determined in writing to be satisfactory by a majority of the Previous Members of the Board of Directors then in office assuring payment of benefits to or for the benefit of Executive under Sensormatic's Retirement Plan in the event of a Change in Control has been previously established and is then in effect, Sensormatic shall take such steps as are necessary, within 30 days after such termination, to fully fund all of Executive's benefits under such Plan (after giving effect to the change in control provisions of such Plan) through paid-up insurance, annuity contracts and/or other similar means, so that the ultimate payment of benefits (at a rate not less than the greater of the rates in effect under such Plan plan at the date of such termination or immediately after such Change in Control) upon Executive's attaining retirement age under such Plan or upon his earlier death or disability (as defined in such Plan) (despite Executive's no longer being employed by Sensormatic) shall be assured beyond any reasonable doubt; provided, however, that either such manner of funding shall be structured -------- ------- so as not to constitute "constructive receipt" by Executive of the benefits its in question for income tax purposes, or the benefits in question shall be paid out in a lump sum, discounted to present value in the manner provided in Section 8(a). In addition, (following any such termination which is involuntary, the non-competition provisions included in any such Plan shall have no force or effect.

Benefits on Termination. (a) Termination at Any Time after Change in Control. In the event of --------------------------------------- ------- any termination, other ----------------------- than termination by Sensormatic for Cause, of Executive's employment with Sensormatic at any time following a "non-approved" Change in Control, Executive shall be entitled to the following benefits: (i) Subject to Section 4 hereof, Sensormatic shall, as soon as practicable, pay to Executive a lump sum payment equal to the amount of any then unvested interest which Executive may have had on the date of such "non-approved" Change in Control (less any amount of such interest subsequently vested), and as supplemented thereafter through the date of such termination, in Sensormatic's profit sharing, ESOP or other retirement plans (other than the Retirement Senior Executive Plan); and (ii) Unless a trust or other arrangement previously determined in writing to be satisfactory by a majority of the Previous Members of the Board of Directors (as defined below) then in office assuring payment of benefits to or for the benefit of Executive under Sensormatic's Retirement Senior Executive Plan in the event of a Change in Control has been previously established and is then in effect, Sensormatic shall take such steps as are necessary, within 30 days after such termination, to fully fund all of Executive's benefits under such Plan (after giving effect to the change in control provisions of such Plan) through paid-up insurance, annuity contracts and/or other similar means, so that the ultimate payment of benefits (at a rate not less than the greater of the rates in effect under such Plan at the date of such termination or immediately after such Change in Control) upon Executive's attaining retirement age under such Plan or upon his earlier death or disability (as defined in such Plan) (despite Executive's no longer being employed by Sensormatic) shall be assured beyond any reasonable doubt; provided, however, that either such manner of -------- ------- funding shall be structured -------- ------- so as not to constitute "constructive receipt" by Executive of the benefits in question for income tax purposes, or the benefits in question shall be paid out in a lump sum, discounted to present value in the manner provided in Section 8(a). In addition, following any such termination which is involuntary, the non-competition any noncompetition provisions included in any such Plan shall have no force or effect.