Common use of Change in Control Payments Clause in Contracts

Change in Control Payments. (a) If during the Protection Period there is a "change in control" and within two (2) years thereafter (i) the employment of the Executive is terminated by the Company for other than "good cause" or the death or "total disability" of the Executive or (ii) the Executive shall declare his employment terminated for "good reason," then the Executive shall be entitled to the following: A. All unpaid salary through the date of termination of employment plus credit for any vacation earned but not taken through the date of termination of employment (as permitted by the Company's policy on vacations) together with reimbursement for expenses not previously reimbursed through the date of termination, all of which will be paid immediately subject to all required withholding taxes. B. As a severance benefit, the Executive shall be entitled to an amount equal to his current base annual salary ("X") plus the average of the last three (3) annual incentive or bonus compensation awards paid to the Executive by the Company prior to the date of termination ("Y"), multiplied by the number set forth in Schedule II attached hereto ("Severance Benefit"). The Severance Benefit will equal (X + Y) multiplied by the number set forth in Schedule II. C. This Severance Benefit, less all proper payroll deductions, shall be paid immediately to the Executive in a lump sum. D. In addition to the Severance Benefit, the Executive shall be entitled to continued participation for the number of months set forth in Schedule III attached hereto following the date of the termination of his employment, in all life insurance, health and accident insurance, disability and medical reimbursement plans, programs and arrangements in which the Executive and his family were entitled to participate immediately prior to the date of a "change in control," if the continued participation of the Executive and his family in such plans, programs and arrangements is possible under the general terms and provisions of such plans, programs and arrangements. The costs of the Executive's and his family's continued participation in such plans, programs and arrangements shall be allocated between the Company and the Executive in the same proportion as such costs were allocated prior to the date of the termination of his employment. If the Executive's or his family's continued participation is not possible, the Company shall reimburse the Executive at the end of each month during the period specified in Schedule III for his cost in obtaining comparable coverage, subject to a maximum reimbursement during each month equal to 2% of the Executive's base annual salary for the calendar year preceding the date of the termination of his employment. For purposes of COBRA, the qualifying event that begins the Executive's period of coverage shall be considered to occur on the last day for which health coverage is provided and for which the Company contributes to the costs of such coverage pursuant to this paragraph 2(a)D. The Company's obligations under this paragraph 2(a)D. with respect to life, health, accident and disability coverage shall be suspended with respect to any such coverage at any time that the Executive is eligible for comparable coverage from another employer. The parties agree that the payments provided for in this paragraph 2(a) shall be liquidated damages which are in lieu of any other severance payments that the Executive would otherwise be entitled to under this Agreement or under any severance plan or policy that would apply to him but for this Agreement, and the Company agrees that the Executive shall not be required to mitigate his damages by seeking other employment or otherwise.

Change in Control Payments. (a) If during the Protection Period there is a "change in control" and within two (2) years thereafter (i) the employment of the Executive is terminated by the Company for other than "good cause" or the death or "total disability" of the Executive or (ii) the Executive shall declare his employment terminated for "good reason," then the Executive shall be entitled to the following: A. All unpaid salary through the date of termination of employment plus credit for any vacation earned but not taken through the date of termination of employment (as permitted by the Company's policy on vacations) together with reimbursement for expenses not previously reimbursed through the date of termination, all of which will be paid immediately subject to all required withholding taxes. B. As a severance benefit, the Executive shall be entitled to an amount equal to his current base annual salary ("X") plus the annual average of the last three (3) annual all incentive or bonus compensation awards paid to the Executive by the Company prior to during the three (3) calendar years preceding the date of termination or such portion of that period during which Executive was an employee ("Y"), multiplied by the number set forth in Schedule II attached hereto ("Severance Benefit"). The Severance Benefit will equal (X + Y) multiplied by the number set forth in Schedule II. C. This Severance Benefit, less all proper payroll deductions, shall be paid immediately to the Executive in a lump sum. D. In addition to the Severance Benefit, the Executive shall be entitled to continued participation for the number of months set forth in Schedule III attached hereto following the date of the termination of his employment, in all life insurance, health and accident insurance, disability and medical reimbursement plans, programs and arrangements in which the Executive and his family were entitled to participate immediately prior to the date of a "change in control," if the continued participation of the Executive and his family in such plans, programs and arrangements is possible under the general terms and provisions of such plans, programs and arrangements. The costs of the Executive's and his family's continued participation in such plans, programs and arrangements shall be allocated between the Company and the Executive in the same proportion as such costs were allocated prior to the date of the termination of his employment. If the Executive's or his family's continued participation is not possible, the Company shall reimburse the Executive at the end of each month during the period specified in Schedule III for his cost in obtaining comparable coverage, subject to a maximum reimbursement during each month equal to 2% of the Executive's base annual salary for the calendar year preceding the date of the termination of his employment. For purposes of COBRA, the qualifying event that begins the Executive's period of coverage shall be considered to occur on the last day for which health coverage is provided and for which the Company contributes to the costs of such coverage pursuant to this paragraph 2(a)D. The Company's obligations under this paragraph 2(a)D. with respect to life, health, accident and disability coverage shall be suspended with respect to any such coverage at any time that the Executive is eligible for comparable coverage from another employer. The parties agree that the payments provided for in this paragraph 2(a) shall be liquidated damages which are in lieu of any other severance payments that the Executive would otherwise be entitled to under this Agreement or under any severance plan or policy that would apply to him but for this Agreement, and the Company agrees that the Executive shall not be required to mitigate his damages by seeking other employment or otherwise.

Change in Control Payments. Two and one-half (a2 ½) If during times the Protection Period there is then applied base salary. 10.1 In the even of a "“change in control" ” of the Employer, as defined hereinafter, Executive shall be entitled at any time up to thirty (30) days prior to the date of closing of the transaction (the “Election Date”) which will affect such change in control (the “Change-in-Control date”) and within two at her election to give written notice to Employer of termination of this Agreement (2“Change-in-Control Termination Notice”), and following Change-in-control Termination Notice, Executive shall be paid in addition to all accrued but unpaid Base Salary (which is to be paid as earned ) years thereafter and any performance bonuses, a lump sum cash payment in the amount stated in Paragraph 10. The Change-in-Control payments provided for in this Section 10.1 shall be unconditional and without set off to any kind and paid in cash not later than ten (10) days after the date of the Change-in-Control Termination Notice by Executive under this Section 10.1 or on the Change-of-Control Payment shall in no even be paid later than (90) days from the date of the Change-in-Control Notice by executive. Additionally, the Change-in-Control Payment shall be made to Executive as a condition precedent to closing of the Transaction which will effect the change in control, the prior to the Change-in-Control Date, Employer shall notify representatives of the acquiring or successor entity, as the case may be, of Executive’s rights and Employer’s obligations to pay Executive hereunder, any such acquiring or successor entity shall become obligated to forthwith pay to Executive for such part of the Change-in Control payment as has not been paid by the Employer as of the Change-in-Control Date. 10.2 In addition to the foregoing and withstanding any provision to the contrary or otherwise in this Agreement, in the event of a change-in-control of Employer (as defined hereinafter), all options and other stock rights of the Executive, whether under this Agreement or otherwise (including, but not limited to the accrual of stock options not yet issued to Executive, but to which Executive is entitled), shall automatically and without further documentation immediately vest in executive, and executive shall have the immediate and unfettered right to take any and all actions as Executive shall deem appropriate with regard to said options and/or rights, including without limitation the immediate right to receive unissued, but accrued stock options, exercise stock options and/or transfer or sell stock. Employer shall take all actions necessary to immediately issue any stock options which have accrued, but have not yet been issued. 10.3 If executive elects to terminate this Agreement pursuant to this Section 10, then Executive shall further be entitled, in lieu of the receipt of shares of Common Stock of the Employer issuable upon exercise of Executive’s stock options, whether such options arose under this Agreement or otherwise, to receive form Employer an amount in cash or Common Stock of the Employer (or any combination thereof) as Executive shall in his sole discretion designate (hereinafter “like-kind election”) equal to the excess of the fair market value (hereinafter defined) as of the Change-in-Control Date of each share of Common stock over the exercise price of each share represented by Executive’s options, times the number of shares of Common Stock, represented by such options. The “fair market value’ of each share of the Common Stock shall be equal to the highest of: (i) the employment value as determined by the Board of Directors of the Executive Employer if there is terminated by no organized trading market for the Company for other than "good cause" or shares at the death or "total disability" of the Executive time such determination is made; or (ii) the Executive shall declare his employment terminated closing price per share as of the date of the like-kind election (or the average of the bid and asked prices if no closing price is available) on any nationally recognized securities exchange or association on which the Employer’s shares may be quoted or listed; or (iii) the highest price per share actually paid for "good reason," then Common Stock in connection with any change in control of the Executive Employer; or (iv) the fair market value of the shares of the Common stock as determined by Sheshunoff or Xxxxx, Xxxxxxxx and Xxxxx or similarly qualified entity; or (v) the price being paid for each share of Common Stock as part of the Change-in-Control. The payment provided for in this Section 10.3 shall be entitled paid in full not later than ten (10) days after the date of the Change-in-Control Notice by Executive under this Section 10 or on the Change-of-Control Date, whichever is later. 10.4 For purposes of this Section 10, “change in control” of the employer shall mean the first to occur of any one or more of the following: A. All unpaid salary through (i) any transaction, whether by merger, consolidation, asset sale, recapitalization, reorganization, combination, stock purchase, tender offer, reverse stock split, or otherwise, which results in the date of termination of employment plus credit for any vacation earned but not taken through the date of termination of employment acquisition of, or beneficial ownership (as permitted such term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by, any person or entity or nay group of person or entities acting in concert, of 50% or more of the outstanding shares of Common Stock or the Employer; or (ii) the sale of all or substantially all of the assets of the Employer; or (iii) the liquidation of the Employer or a material amount of Employer’s assets; or (iv) the takeover or control of all or substantially all of the operations of Employer through any of the means specified in 10.4 above; or (v) the approval by the Company's policy on vacations) together with reimbursement for expenses not previously reimbursed through Board of Directors and the date holders of termination, all of which will be paid immediately subject to all required withholding taxes. B. As a severance benefit, the Executive shall be entitled to an amount equal to his current base annual salary ("X") plus the average majority of the last three (3) annual incentive or bonus compensation awards paid to the Executive by the Company prior to the date Common Shares then outstanding of termination ("Y"), multiplied by the number set forth in Schedule II attached hereto ("Severance Benefit"). The Severance Benefit will equal (X + Y) multiplied by the number set forth in Schedule II. C. This Severance Benefit, less all proper payroll deductions, shall be paid immediately to the Executive in a lump sum. D. In addition to the Severance Benefit, the Executive shall be entitled to continued participation for the number of months set forth in Schedule III attached hereto following the date any of the termination of his employment, events or transactions listed in all life insurance, health and accident insurance, disability and medical reimbursement plans, programs and arrangements in which the Executive and his family were entitled to participate immediately prior to the date of a "change in control," if the continued participation of the Executive and his family in such plans, programs and arrangements is possible under the general terms and provisions of such plans, programs and arrangements. The costs of the Executive's and his family's continued participation in such plans, programs and arrangements shall be allocated between the Company and the Executive in the same proportion as such costs were allocated prior to the date of the termination of his employment. If the Executive's or his family's continued participation is not possible, the Company shall reimburse the Executive at the end of each month during the period specified in Schedule III for his cost in obtaining comparable coverage, subject to a maximum reimbursement during each month equal to 2% of the Executive's base annual salary for the calendar year preceding the date of the termination of his employment. For purposes of COBRA, the qualifying event that begins the Executive's period of coverage shall be considered to occur on the last day for which health coverage is provided and for which the Company contributes to the costs of such coverage pursuant to this paragraph 2(a)D. The Company's obligations under this paragraph 2(a)D. with respect to life, health, accident and disability coverage shall be suspended with respect to any such coverage at any time that the Executive is eligible for comparable coverage from another employer. The parties agree that the payments provided for in this paragraph 2(a) shall be liquidated damages which are in lieu of any other severance payments that the Executive would otherwise be entitled to under this Agreement or under any severance plan or policy that would apply to him but for this Agreement, and the Company agrees that the Executive shall not be required to mitigate his damages by seeking other employment or otherwise10.4 above.

Change in Control Payments. (a) If during the Protection Period there is a "change in control" and within two (2) years thereafter (i) the employment of the Executive is terminated by the Company for other than "good cause" or the death or "total disability" of the Executive or (ii) the Executive shall declare his employment terminated for "good reason," then the Executive shall be entitled to the following: A. All unpaid salary through the date of termination of employment plus credit for any vacation earned but not taken through the date of termination of employment (as permitted by the Company's policy on vacations) together with reimbursement for expenses not previously reimbursed through the date of termination, all of which will be paid immediately subject to all required withholding taxes. B. As a severance benefit, the Executive shall be entitled to an amount equal to his then current base annual salary ("X") plus the average of the last three (3) annual incentive or bonus compensation awards paid to the Executive by the Company prior to the date of termination ("Y"), multiplied by the number set forth in Schedule II attached hereto two and nine-tenths [2.9] ("Severance Benefit"). The Severance Benefit will equal (X + Y) multiplied by the number set forth in Schedule II2.9. C. This Severance Benefit, less all proper payroll deductions, shall be paid immediately to the Executive in a lump sum. D. In addition to the Severance Benefit, the Executive shall be entitled to continued participation for the number of thirty-four (34) months set forth in Schedule III attached hereto following the date of the termination of his employment, in all life insurance, health and accident insurance, disability and medical reimbursement plans, programs and arrangements in which the Executive and his family were entitled to participate immediately prior to the date of a "change in control," if the continued participation of the Executive and his family in such plans, programs and arrangements is possible under the general terms and provisions of such plans, programs and arrangements. The costs of the Executive's and his family's continued participation in such plans, programs and arrangements shall be allocated between the Company and the Executive in the same proportion as such costs were allocated prior to the date of the termination of his employment. If the Executive's or his family's continued participation is not possible, the Company shall reimburse the Executive at the end of each month during the thirty-four (34) month period specified in Schedule III for his cost in obtaining comparable coverage, subject to a maximum reimbursement during each month equal to 2% of the Executive's base annual salary for the calendar year preceding the date of the termination of his employment. For purposes of COBRA, the qualifying event that begins the Executive's period of coverage shall be considered to occur on the last day for which health coverage is provided and for which the Company contributes to the costs of such coverage pursuant to this paragraph 2(a)D. 7(a)D. The Company's obligations under this paragraph 2(a)D. 7(a)D. with respect to life, health, accident and disability coverage shall be suspended with respect to any such coverage at any time that the Executive is eligible for comparable coverage from another employer. The parties agree that the payments provided for in this paragraph 2(a7(a) shall be liquidated damages which are in lieu of any other severance payments that the Executive would otherwise be entitled to under this Agreement or under any severance plan or policy that would apply to him but for this Agreement, and the Company agrees that the Executive shall not be required to mitigate his damages by seeking other employment or otherwise.

Change in Control Payments. (a) If during The provisions of this Paragraph 3 set forth certain terms of an agreement reached between Executive and the Company regarding Executive’s rights and obligations in the event that, within the Protection Period there is a "change in control" and within two (2) years thereafter (i) the Period, either Executive’s employment of the Executive is terminated by the Company for without Cause (other than "good cause" or the on account of Executive’s death or "total disability" ) or Executive terminates his employment for Good Reason (each, a “Qualifying Termination”). These provisions are intended to assure and encourage in advance Executive’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such event. Notwithstanding the foregoing, payment of the Executive or compensation and benefits set forth in this Paragraph 3 are subject to Executive’s (iix) execution of a release of claims in favor of the Executive shall declare his employment terminated for "good reason," then Company, its affiliates and their respective directors, officers and employees in a form substantially the Executive shall be entitled to same as provided in the following: A. All unpaid salary through the date of termination of employment plus credit for any vacation earned but not taken through the date of termination of employment attached Appendix (as permitted such form may be modified to reflect developments in applicable law) (the “Release”), within forty-five (45) days (or such shorter period determined by the Company's policy on vacations, which period may not be less than twenty-one (21) together days) following Executive’s termination from employment, (y) Executive (or his representative or estate, if applicable) not thereafter revoking such Release and (z) Executive’s continued compliance with reimbursement for expenses not previously reimbursed through the date terms and conditions of terminationExecutive’s Restricted Covenants Agreement dated July __, all of which will be paid immediately subject to all required withholding taxes2020 (the “Restrictive Covenants Agreement”). B. As (b) The Company shall pay Executive in the event of a severance benefit, the Executive shall be entitled to Qualifying Termination a lump sum in cash in an amount equal to his current base annual salary two ("X"2) times the sum of (A) Executive’s Base Salary plus (B) the average Bonus Amount. Such lump sum cash payment shall be paid to Executive, subject to Section 14, on the first payroll date after the Release becomes irrevocable. (c) The Company shall pay Executive in the event of a Qualifying Termination a pro-rata portion of the last three (3) Executive’s annual incentive or bonus compensation awards paid for the performance year in which such termination occurs to the Executive at the time that annual bonuses are paid to other senior executives. This pro-rata bonus shall be determined by multiplying the amount the Executive would have received based upon actual financial performance through such termination, as reasonably determined by the Company prior to the date of termination ("Y")Company, multiplied by the number set forth in Schedule II attached hereto ("Severance Benefit"). The Severance Benefit will equal (X + Y) multiplied by the number set forth in Schedule II. C. This Severance Benefit, less all proper payroll deductions, shall be paid immediately to the Executive in a lump sum. D. In addition to the Severance Benefitfraction, the Executive shall be entitled to continued participation for numerator of which is the number of months set forth in Schedule III attached hereto following the date of the termination of his employment, in all life insurance, health and accident insurance, disability and medical reimbursement plans, programs and arrangements in which days during such performance year that the Executive and his family were entitled to participate immediately prior to the date of a "change in control," if the continued participation of the Executive and his family in such plans, programs and arrangements is possible under the general terms and provisions of such plans, programs and arrangements. The costs of the Executive's and his family's continued participation in such plans, programs and arrangements shall be allocated between employed by the Company and the Executive in the same proportion as such costs were allocated prior to the date denominator of the termination of his employment. If the Executive's or his family's continued participation which is not possible, the Company shall reimburse the Executive at the end of each month during the period specified in Schedule III for his cost in obtaining comparable coverage, subject to a maximum reimbursement during each month equal to 2% 365. (d) The vesting of the Executive's base annual salary for ’s Equity Awards upon a Qualifying Termination shall be governed by this Paragraph 3(d). The term “Equity Award” shall mean stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares or any other form of award that is measured with reference to the calendar year preceding the date of the termination of his employmentCompany’s common stock [granted on or after March 2, 2019]. For purposes the avoidance of COBRAdoubt, the qualifying event that begins the Executive's period vesting of coverage all Equity Awards shall be considered to occur on the last day for which health coverage is provided and for which the Company contributes to the costs of such coverage pursuant subject to this paragraph 2(a)D. The Company's obligations under this paragraph 2(a)D. with respect to lifeParagraph 3(d), health, accident and disability coverage nothing in the award agreements for such Equity Awards shall be suspended with respect construed to any such coverage at any time that the Executive is eligible for comparable coverage from another employer. The parties agree that the payments provided for in this paragraph 2(a) shall be liquidated damages which are in lieu of any other severance payments that the Executive would preempt or otherwise be entitled to under this Agreement or under any severance plan or policy that would apply to him but for this Agreement, and the Company agrees that the Executive shall not be required to mitigate his damages by seeking other employment or otherwiseoverride it.

Change in Control Payments. (a) If during the Protection Period there is a "change in control" and within two (2) years thereafter (i) the employment of the Executive is terminated by the Company for other than "good cause" or the death or "total disability" of the Executive or (ii) the Executive shall declare his employment terminated for "good reason," then the Executive shall be entitled to the following: A. All unpaid salary through the date of termination of employment plus credit for any vacation earned but not taken through the date of termination of employment (as permitted by the Company's policy on vacations) together with reimbursement for expenses not previously reimbursed through the date of termination, all of which will be paid immediately subject to all required withholding taxes. B. As a severance benefit, the Executive shall be entitled to an amount equal to his current base annual salary ("X") plus the annual average of the last three (3) annual all incentive or bonus compensation awards paid to the Executive by the Company prior to during the three (3) calendar years preceding the date of termination or such portion of that period during which Executive was an employee ("Y"), multiplied by the number set forth in Schedule II attached hereto two and nine-tenths [2.9] ("Severance Benefit"). The Severance Benefit will equal (X + Y) multiplied by the number set forth in Schedule II2. C. This Severance Benefit, less all proper payroll deductions, shall be paid immediately to the Executive in a lump sum. D. In addition to the Severance Benefit, the Executive shall be entitled to continued participation for the number of thirty-four (34) months set forth in Schedule III attached hereto following the date of the termination of his employment, in all life insurance, health and accident insurance, disability and medical reimbursement plans, programs and arrangements in which the Executive and his family were entitled to participate immediately prior to the date of a "change in control," if the continued participation of the Executive and his family in such plans, programs and arrangements is possible under the general terms and provisions of such plans, programs and arrangements. The costs of the Executive's and his family's continued participation in such plans, programs and arrangements shall be allocated between the Company and the Executive in the same proportion as such costs were allocated prior to the date of the termination of his employment. If the Executive's or his family's continued participation is not possible, the Company shall reimburse the Executive at the end of each month during the thirty-four (34) month period specified in Schedule III for his cost in obtaining comparable coverage, subject to a maximum reimbursement during each month equal to 2% of the Executive's base annual salary for the calendar year preceding the date of the termination of his employment. For purposes of COBRA, the qualifying event that begins the Executive's period of coverage shall be considered to occur on the last day for which health coverage is provided and for which the Company contributes to the costs of such coverage pursuant to this paragraph 2(a)D. 7(a)D. The Company's obligations under this paragraph 2(a)D. 7(a)D. with respect to life, health, accident and disability coverage shall be suspended with respect to any such coverage at any time that the Executive is eligible for comparable coverage from another employer. The parties agree that the payments provided for in this paragraph 2(a7(a) shall be liquidated damages which are in lieu of any other severance payments that the Executive would otherwise be entitled to under this Agreement or under any severance plan or policy that would apply to him but for this Agreement, and the Company agrees that the Executive shall not be required to mitigate his damages by seeking other employment or otherwise.