Common use of Change in Control; Involuntary Separation from Service Clause in Contracts

Change in Control; Involuntary Separation from Service. (i) Notwithstanding any provision herein to the contrary, if the Employee’s employment under this Agreement is terminated by the Company, resulting in a Separation from Service, without the Employee’s prior written consent and for a reason other than Just Cause, in connection with or within twelve (12) months after a Change in Control, as defined in subsection 10(a)(ii), then Employee shall be entitled to receive the Accrued Benefits and the Employee shall also be entitled to receive (subject to subsection 10(a)(ii)) the greater of: (1) The total amount payable under subsection 8(d); or (2) The product of 2.0 times the sum of: (A) his base salary in effect under Section 2 as of the date of the Change in Control; (B) an amount equal to his target annual bonus as in effect for the calendar year prior to, or if greater, the year in which the Change in Control occurs; and (C) the sum of (x) the Annual Benefit Amount described in Section 8(d)(iii) and (y) twelve (12) times the Applicable COBRA Premium. The Employee shall also be entitled to receive an amount necessary to provide any cash payment received under this subsection 10(a)(i)(2)(C) net of all income and payroll taxes that would not have been payable by the Employee had he continued to receive the underlying insurance coverage and benefits instead of receiving such cash payment. The amount payable to the Employee under subsections 10(a)(i)(1) or (2) above shall be paid in one lump sum within ten (10) days of such Separation from Service. (ii) “Change in Control” shall be deemed to have occurred if one of the following events takes place:

Change in Control; Involuntary Separation from Service. (i) Notwithstanding any provision herein to the contrary, if the Employee’s employment under this Agreement is terminated by the Company, resulting in a Separation from Service, without the Employee’s prior written consent and for a reason other than Just Cause, in connection with or within twelve (12) months after a Change in Control, as defined in subsection 10(a)(ii), then Employee shall be entitled to receive the Accrued Benefits and the Employee shall also be entitled to receive (subject to subsection 10(a)(ii)) the greater of: (1) The total amount payable under subsection 8(d); or (2) The product of 2.0 times the sum of: (A) his base salary in effect under Section 2 as of the date of the Change in Control; (B) an amount equal to his target annual bonus as in effect for the calendar year prior to, or if greater, the year in which the Change in Control occurs; and (C) the sum of (x) the Annual Benefit Amount described in Section 8(d)(iii) and Amount; (yD) twelve (12) times the Applicable COBRA Premium. The Employee shall also be entitled ; and (E) the Top Up Payment with respect to receive an such Annual Benefit Amount and the amount necessary to provide any cash payment received under this subsection 10(a)(i)(2)(C) net of all income and payroll taxes that would not have been payable by described in the Employee had he continued to receive the underlying insurance coverage and benefits instead of receiving such cash paymentimmediately preceding clause (D). The amount payable to the Employee under subsections 10(a)(i)(1) or (2) above shall be paid in one lump sum within ten (10) days of such Separation from Service. (ii) “Change in Control” shall be deemed to have occurred if one of the following events takes place:

Change in Control; Involuntary Separation from Service. (i) Notwithstanding any provision herein to the contrary, if the Employee’s employment under this Agreement is terminated by the Company, resulting in a Separation from Service, without the Employee’s prior written consent and for a reason other than Just Cause, Cause in connection with or within twelve (12) months after a Change in Control, as defined in subsection 10(a)(ii), then then, Employee shall be entitled to receive the Accrued Benefits and the Employee shall also be entitled to receive (subject to subsection 10(a)(ii)) the greater of: (1) The total amount payable under subsection 8(d); or (2) The product of 2.0 2.99 times the sum of: (A) his base salary in effect under Section 2 as of the date of the Change in Control; (B) an amount equal to his target annual bonus as in effect for the calendar year prior to, or if greater, the year in which the Change in Control occurs; and (C) the sum of (x) the Annual Benefit Amount described in Section 8(d)(iii) and (y) twelve (12) times the Applicable COBRA Premium). The Employee shall also be entitled to receive an amount necessary to provide any cash payment received under this subsection 10(a)(i)(2)(C) net of all income and payroll taxes that would not have been payable by the Employee had he Employee continued to receive the underlying insurance coverage fringe benefits and benefits Automobile Benefits instead of receiving such cash payment. The amount payable to the Employee under subsections 10(a)(i)(1) or (2) above shall be paid in one lump sum within ten (10) days of such Separation from Service. (ii) “Change in Control” shall be deemed to have occurred if one of the following events takes place: