Common use of CHANGE IN CONTROL OF THE CORPORATION Clause in Contracts

CHANGE IN CONTROL OF THE CORPORATION. In the event of a Change in Control of the Corporation, then the Employer shall, subject to the provisions of Section 7 hereof, if applicable: (A) immediately pay to the Executive, in a single lump sum payment, a cash amount equal to three (3) times the Executive's Base Salary as of the date of the Change in Control of the Corporation, and (B) maintain and provide for a period ending at the earlier of (i) the expiration of thirty-six (36) months from the date a Change in Control of the Corporation has occurred or (ii) the date of the Executive's full-time employment by another employer provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (B)), at no cost to the Executive, the Executive's continued participation in all group insurance, life insurance, health and accident and disability plans in which the Executive was entitled to participate immediately prior to the date of the occurrence of the Change in Control of the Corporation, provided that in the event that the Executive's participation in any plan, program or arrangement as provided in this subparagraph (B) is prohibited by the terms of the plan or by the Employer for legal or other bona fide reasons, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced for all employees, the Employer shall arrange to provide the Executive with benefits substantially similar to those which the Executive would have received had his employment continued throughout such period to the extent such benefits can be provided at a commercially reasonable cost. In the event such benefits cannot be provided at a commercially reasonable cost, the Employer shall pay the Executive that portion of the premiums or other costs of such plans allocable to the Executive in the year prior to the Date of Termination for the period set forth in this subparagraph (B). Nothing provided for in this subparagraph (B) shall be construed as to provide for continued participation by the Executive in any stock option or restricted stock plan or any cash incentive or bonus plan of the Employer.

CHANGE IN CONTROL OF THE CORPORATION. In the event of a Change in Control of the Corporation, then the Employer shall, subject to the provisions of Section 7 hereof, if applicable: (Aa) immediately pay to the Executive, in a single lump sum payment, a cash amount equal to three (3) times the Executive's Base Salary as of the date of the Change in Control of the Corporation; provided, however, that if said payment constitutes nonqualified deferred compensation pursuant to IRC 409A and if the Executive is a "specified employee" as that term is defined under Code Section 409A(a)(2)(B), the lump sum payment shall be made on the first business day of the seventh month following the date of the Change in Control of the Corporation; and (Bb) maintain and provide for a period ending at the earlier of (i) the expiration of thirty-six (36) months from the date a Change in Control of the Corporation has occurred or (ii) the date of the Executive's ’s full-time employment by another employer provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (Bb)), at no cost to the Executive, the Executive's ’s continued participation in all group insurance, life insurance, health and accident and disability plans in which the Executive was entitled to participate immediately prior to the date of the occurrence of the Change in Control of the Corporation, provided that in the event that the Executive's ’s participation in any plan, program or arrangement as provided in this subparagraph (Bb) is prohibited by the terms of the plan or by the Employer for legal or other bona fide reasons, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced for all employees, the Employer shall arrange to provide the Executive with benefits substantially similar to those which the Executive would have received had his employment continued throughout such period to the extent such benefits can be provided at a commercially reasonable cost. In the event such benefits cannot be provided at a commercially reasonable cost, the Employer shall pay the Executive that portion of the premiums or other costs of such plans allocable to the Executive in the year prior to the Date of Termination for the period set forth in this subparagraph (Bb). Nothing provided for in this subparagraph (B) shall be construed as to provide for continued participation by the Executive in any stock option or restricted stock plan or any cash incentive or bonus plan of the Employer.

CHANGE IN CONTROL OF THE CORPORATION. In the event of a Change in Control of the Corporation, then the Employer shall, subject to the provisions of Section 7 hereof, if applicable: (Aa) immediately pay to the Executive, in a single lump sum payment, a cash amount equal to three two (32) times each of (i) the Executive's Base Salary Salary, (ii) the Executive's average yearly automobile allowance paid during the prior two (2) years, and (iii) the Executive's average yearly bonus compensation paid during the prior two (2) years, which amount shall be calculated as of the date of the Change in Control of the Corporation, ; and, (Bb) maintain and provide for a period ending at the earlier of (i) the expiration of thirtytwenty-six four (3624) months from the date a Change in Control of the Corporation has occurred or (ii) the date of the Executive's full-full time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (B)b), at no cost to the Executive, the Executive's continued participation in all group insurance, life insurance, health and accident accident, and disability plans in which the Executive was entitled to participate immediately prior to the date of the occurrence of the Change in Control of the Corporation, provided that in the event that the Executive's participation in any plan, program or arrangement as provided in this subparagraph (Bb) is prohibited by the terms of the plan or by the Employer for legal or other bona fide reasons, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced for all employees, the Employer shall arrange to provide the Executive with benefits substantially similar to those which the Executive would have received had his employment continued throughout such period to the extent such benefits can be provided at a commercially reasonable cost. In the event such benefits cannot be provided at a commercially reasonable cost, the Employer shall pay the Executive that portion of the premiums or other costs of such plans allocable to the Executive in the year prior to the Date of Termination for the period set forth in this subparagraph (Bb). Nothing provided for in this subparagraph (Bb) shall be construed as to provide for continued participation by the Executive in any stock option or restricted stock plan or any cash incentive or bonus plan of the Employer.

CHANGE IN CONTROL OF THE CORPORATION. In the event of a Change in Control of the CorporationTriggering Event, then the Employer shall, subject to the provisions of Section 7 hereof, if applicable: (Aa) immediately pay to the Executive, in a single lump sum payment, a cash amount equal to three two (32) times each of (i) the Executive's ’s Base Salary Salary, (ii) the Executive’s average yearly automobile allowance paid during the prior two (2) years and (iii) the Executive’s average yearly bonus compensation paid during the prior two (2) years, which amount shall be calculated as of the date of the Change in Control of the Corporation; provided, however, that if said payment constitutes nonqualified deferred compensation pursuant to IRC 409A and if the Executive is a “specified employee” as that term is defined under Code Section 409A(a)(2)(B), the lump sum payment shall be made on the first business day of the seventh month following the date of the Change in Control of the Corporation; and (Bb) maintain and provide for a period ending at the earlier of (i) the expiration of thirtytwenty-six four (3624) months from the date a Change in Control of the Corporation has occurred or (ii) the date of the Executive's full-’s full time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (Bb)), at no cost to the Executive, the Executive's ’s continued participation in all group insurance, life insurance, health and accident accident, and disability plans in which the Executive was entitled to participate immediately prior to the date of the occurrence of the Change in Control of the Corporation, provided that in the event that the Executive's ’s participation in any plan, program or arrangement as provided in this subparagraph (Bb) is prohibited by the terms of the plan or by the Employer for legal or other bona fide reasons, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced for all employees, the Employer shall arrange to provide the Executive with benefits substantially similar to those which the Executive would have received had his employment continued throughout such period to the extent such benefits can be provided at a commercially reasonable cost. In the event such benefits cannot be provided at a commercially reasonable cost, the Employer shall pay the Executive that portion of the premiums or other costs of such plans allocable to the Executive in the year prior to the Date of Termination for the period set forth in this subparagraph (Bb). Nothing provided for in this subparagraph (Bb) shall be construed as to provide for continued participation by the Executive in any stock option or restricted stock plan or any cash incentive or bonus plan of the Employeremployer.

CHANGE IN CONTROL OF THE CORPORATION. In the event of a Change in Control of the Corporation, then the Employer shall, subject to the provisions of Section 7 hereof, if applicable: (Aa) immediately pay to the Executive, in a single lump sum payment, a cash amount equal to three two (32) times each of (i) the Executive's Base Salary Salary, (ii) the Executive's average yearly bonus compensation paid during the -------------------------------------------------------------------------------- 69 prior two (2) years, which amount shall be calculated as of the date of the Change in Control of the Corporation, ; and, (Bb) maintain and provide for a period ending at the earlier of (i) the expiration of thirtytwenty-six four (3624) months from the date a Change in Control of the Corporation has occurred or (ii) the date of the Executive's full-full time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (B)b), at no cost to the Executive, the Executive's continued participation in all group insurance, life insurance, health and accident accident, and disability plans in which the Executive was entitled to participate immediately prior to the date of the occurrence of the Change in Control of the Corporation, provided that in the event that the Executive's participation in any plan, program or arrangement as provided in this subparagraph (Bb) is prohibited by the terms of the plan or by the Employer for legal or other bona fide reasons, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced for all employees, the Employer shall arrange to provide the Executive with benefits substantially similar to those which the Executive would have received had his employment continued throughout such period to the extent such benefits can be provided at a commercially reasonable cost. In the event such benefits cannot be provided at a commercially reasonable cost, the Employer shall pay the Executive that portion of the premiums or other costs of such plans allocable to the Executive in the year prior to the Date of Termination for the period set forth in this subparagraph (Bb). Nothing provided for in this subparagraph (Bb) shall be construed as to provide for continued participation by the Executive in any stock option or restricted stock plan or any cash incentive or bonus plan of the Employer.

CHANGE IN CONTROL OF THE CORPORATION. In the event of a Change in Control of the CorporationTriggering Event, then the Employer shall, subject to the provisions of Section 7 hereof, if applicable: (Aa) immediately pay to the Executive, in a single lump sum payment, a cash amount equal to three two (32) times each of (i) the Executive's ’s Base Salary Salary, (ii) the Executive’s average yearly automobile allowance paid during the prior two (2) years and (iii) the Executive’s average yearly bonus compensation paid during the prior two (2) years, which amount shall be calculated as of the date of the Change in Control of the Corporation; provided, however, that if said payment constitutes nonqualified deferred compensation pursuant to IRC 409A and if the Executive is a “specified employee” as that term is defined under Code Section 409A(a)(2)(B), the lump sum payment shall be made on the first business day of the seventh month following the date of the Change in Control of the Corporation; and (Bb) maintain and provide for a period ending at the earlier of (i) the expiration of thirtytwenty-six four (3624) months from the date a Change in Control of the Corporation has occurred or (ii) the date of the Executive's full-’s full time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (B)b), at no cost to the Executive, the Executive's ’s continued participation in all group insurance, life insurance, health and accident accident, and disability plans in which the Executive was entitled to participate immediately prior to the date of the occurrence of the Change in Control of the Corporation, provided that in the event that the Executive's ’s participation in any plan, program or arrangement as provided in this subparagraph (Bb) is prohibited by the terms of the plan or by the Employer for legal or other bona fide reasons, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced for all employees, the Employer shall arrange to provide the Executive with benefits substantially similar to those which the Executive would have received had his employment continued throughout such period to the extent such benefits can be provided at a commercially reasonable cost. In the event such benefits cannot be provided at a commercially reasonable cost, the Employer shall pay the Executive that portion of the premiums or other costs of such plans allocable to the Executive in the year prior to the Date of Termination for the period set forth in this subparagraph (Bb). Nothing provided for in this subparagraph (Bb) shall be construed as to provide for continued participation by the Executive in any stock option or restricted stock plan or any cash incentive or bonus plan of the Employeremployer.