Common use of Change In Control Separation Benefits Clause in Contracts

Change In Control Separation Benefits. (i) If, within sixty (60) days before or three hundred sixty five (365) days after a Change in Control, this Agreement terminates for the reasons set forth in Sections 5(e) or 5(f), then the Company will pay You all accrued but unpaid Base Salary through the termination date. In addition, upon Your “separation from service” (within the meaning of Code § 409A(a)(2)(A)(i)), the Company shall: (i) pay You a lump sum payment equal to two (2) times Your then current annual Base Salary, to be paid within thirty (30) days after the date of termination; (ii) pay You a lump sum payment of Three Hundred Thousand Twelve Dollars ($300,012.00), to be paid within thirty (30) days after the date of termination; (iii) reimburse Your and your eligible dependents’ COBRA premiums under the Company’s major medical group health plan on a monthly basis for the period during which You remain eligible for COBRA coverage and until You become eligible to participate in any subsequent employer’s major medical group health plan, up to a maximum of twenty-four (24) months; and (iv) notwithstanding anything to the contrary in any applicable documents evidencing a grant of an award under the Lodgian, Inc. 2002 Stock Incentive Plan or any similar plan, accelerate the vesting of any such awards granted to You by the Company (the “Award(s)”) so that any such Award(s) comprised of options to purchase Company stock shall be immediately exercisable in full, or so that all vesting restrictions upon any such Award(s) comprised of restricted stock shall lapse (collectively, the payments and benefits set forth in the preceding sub-clauses (i) – (iv) to be referred to as the “Change In Control Separation Benefits”). Your right to receive the Change In Control Separation Benefits shall be subject to Section 8 below and the Separation Benefits Conditions set forth in Section 6(b) above. The Change In Control Separation Benefits to be provided under this Section 7 shall constitute full satisfaction of the Company’s obligations under this Agreement, the Incentive Plan, any Company policy, or otherwise.

Change In Control Separation Benefits. (i) If, within sixty (60) days before or three hundred sixty five (365) days after a Change in Control, this Agreement terminates for the reasons set forth in Sections 5(e6(d) or 5(f)6(e) below, then the Company will pay You all accrued but unpaid Base Salary through the termination date. In addition, upon Your “separation from service” (within the meaning of Code § 409A(a)(2)(A)(i)), the Company shall: (i) pay You a lump sum payment equal to two (2) times Your then current annual Base Salary, to be paid within thirty (30) days after the date of termination; (ii) pay You a lump sum payment of Seventy Five Thousand Three Hundred Thousand Twelve Dollars ($300,012.00), 75,003.00) to be paid within thirty (30) days after the date of termination; (iii) reimburse Your and your Your eligible dependents’ COBRA premiums under the Company’s major medical group health plan on a monthly basis for the a period during which You remain eligible for COBRA coverage and until You become eligible to participate in any subsequent employer’s major medical group health plan, up to a maximum of twenty-four twelve (2412) months; and (iv) notwithstanding anything to the contrary in any applicable documents evidencing a grant of an award under the Lodgian, Inc. 2002 Stock Incentive Plan or any similar plan, accelerate the vesting of any such awards granted to You by the Company (the “Award(s)”) so that any such Award(s) comprised of options to purchase Company stock shall be immediately exercisable in full, or so that all vesting restrictions upon any such Award(s) comprised of restricted stock shall lapse (collectively, the payments and benefits set forth in the preceding sub-clauses (i) – — (iv) to be referred to as the “Change In Control Separation Benefits”). Your right to receive the Change In Control Separation Benefits shall be subject to Section 8 5 below and the Separation Benefits Conditions set forth in Section 6(b3(b) above. The Change In Control Separation Benefits to be provided under this Section 7 4 shall constitute full satisfaction of the Company’s obligations under this Agreement, the Incentive Plan, any Company policy, or otherwise.

Change In Control Separation Benefits. (i) If, within sixty (60) days before or three hundred sixty five (365) days after a Change in Control, this Agreement terminates for the reasons set forth in Sections 5(e) or 5(f), then the Company will pay You all accrued but unpaid Base Salary through the termination date. In addition, upon Your “separation from service” (within the meaning of Code § 409A(a)(2)(A)(i)), the Company shall: (i) pay You a lump sum payment equal to two (2) times Your then current annual Base Salary, to be paid within thirty (30) days after the date of termination; (ii) pay You a lump sum payment of Three Hundred Thousand Twelve Dollars ($300,012.00), to be paid within thirty (30) days after the date of termination; (iii) reimburse Your and your eligible dependents’ COBRA premiums under the Company’s major medical group health plan on a monthly basis for the period during which You remain eligible for COBRA coverage and until You become eligible to participate in any subsequent employer’s major medical group health plan, up to a maximum of twenty-four (24) months; and (iv) notwithstanding anything to the contrary in any applicable documents evidencing a grant of an award under the Lodgian, Inc. 2002 Stock Incentive Plan or any similar plan, accelerate the vesting of any such awards granted to You by the Company (the “Award(s)”) so that any such Award(s) comprised of options to purchase Company stock shall be immediately exercisable in full, or so that all vesting restrictions upon any such Award(s) comprised of restricted stock shall lapse (collectively, the payments and benefits set forth in the preceding sub-clauses (i) – — (iv) to be referred to as the “Change In Control Separation Benefits”). Your right to receive the Change In Control Separation Benefits shall be subject to Section 8 below and the Separation Benefits Conditions set forth in Section 6(b) above. The Change In Control Separation Benefits to be provided under this Section 7 shall constitute full satisfaction of the Company’s obligations under this Agreement, the Incentive Plan, any Company policy, or otherwise.

Change In Control Separation Benefits. (i) If, within sixty (60) days before or three hundred sixty five (365) days after a Change in Control, this Agreement terminates for the reasons set forth in Sections 5(e) 4(e), or 5(f4(f), then the Company will pay You all accrued but unpaid Base Salary through the termination date. In addition, upon Your “separation from service” (within the meaning of Code § 409A(a)(2)(A)(i)), the Company shall: (i) pay You a lump sum payment equal to two (2) times Your then current annual Base Salary, to be paid within thirty (30) days after the date of termination; (ii) pay You a lump sum payment of Three Hundred Fifty Thousand Twelve Two Dollars ($300,012.0050,002.00), to be paid within thirty (30) days after the date of termination; (iii) reimburse Your and your Your eligible dependents’ COBRA premiums under the Company’s major medical group health plan on a monthly basis for the a period during which You remain eligible for COBRA coverage and until You become eligible to participate in any subsequent employer’s major medical group health plan, up to a maximum of twenty-four twelve (2412) months; and (iv) notwithstanding anything to the contrary in any applicable documents evidencing a grant of an award under the Lodgian, Inc. 2002 Stock Incentive Plan or any similar plan, accelerate the vesting of any such awards granted to You by the Company (the “Award(s)”) so that any such Award(s) comprised of options to purchase Company stock shall be immediately exercisable in full, or so that all vesting restrictions upon any such Award(s) comprised of restricted stock shall lapse (collectively, the payments and benefits set forth in the preceding sub-clauses (i) – — (iv) to be referred to as the “Change In Control Separation Benefits”). Your right to receive the Change In Control Separation Benefits shall be subject to Section 8 7 below and the Separation Benefits Conditions set forth in Section 6(b5(b) above. The Change In Control Separation Benefits to be provided under this Section 7 6 shall constitute full satisfaction of the Company’s obligations under this Agreement, the Incentive Plan, any Company policy, or otherwise.

Change In Control Separation Benefits. (i) If: (a) a Change in Control occurs on or before December 31, within 2007, and this Agreement terminates pursuant to a Discharge Without Cause during the period commencing sixty (60) days prior to such Change in Control and ending on or before the earlier of (1) December 31, 2008, or (2) the three hundred sixty five fifth (365365th) days day after a such Change in Control, or (b) a Change in Control occurs during the period from January 1, 2008 through December 31, 2008, and this Agreement terminates for pursuant to a Discharge Without Cause during the reasons set forth period commencing sixty (60) days prior to such Change in Sections 5(e) Control and ending on or 5(f)before December 31, 2008, then the Company will pay You Executive all accrued but unpaid Base Salary base salary through the termination date. In addition, upon Your Executive’s “separation from service” (within the meaning of Code § 409A(a)(2)(A)(i)), the Company shall: (i) pay You Executive a lump sum payment equal to two and one half (221/2) times Your the sum of (a) Executive’s then current annual Base Salary, to be paid within thirty base salary plus (30b) days after the date of termination; (ii) pay You a lump sum payment of Three Hundred Thirty Thousand Twelve Dollars ($300,012.00330,000), to be paid within thirty (30) days after the date of termination; and (iiiii) reimburse Your Executive’s and your Executive’s eligible dependents’ COBRA premiums under the Company’s major medical group health plan on a monthly basis for the period during which You remain Executive remains eligible for COBRA coverage and or until You become Executive becomes eligible to participate in any subsequent employer’s major medical group health plan, up to a maximum of twenty-four (24) months; and (iv) notwithstanding anything to the contrary in any applicable documents evidencing a grant of an award under the Lodgian, Inc. 2002 Stock Incentive Plan or any similar plan, accelerate the vesting of any such awards granted to You by the Company (the “Award(s)”) so that any such Award(s) comprised of options to purchase Company stock shall be immediately exercisable in full, or so that all vesting restrictions upon any such Award(s) comprised of restricted stock shall lapse months (collectively, the payments and benefits set forth in the preceding sub-clauses subclauses (i) – — (ivii) to be referred to as the “Change In in Control Separation Termination Benefits”). Your Executive’s right to receive the Change In in Control Separation Termination Benefits shall be subject to Section 8 9 below and the Separation Benefits Conditions set forth in Section 6(b6(d) above. The Change In in Control Separation Benefits to be provided under this Section 7 8 shall constitute full satisfaction of the Company’s obligations under this Agreement, any Company policy, or otherwise. Solely for the Incentive Planpurpose of avoiding confusion as to the meaning of this Section 8(c)(i), the following illustrates the intent of the parties. If the Executive’s base salary were Six Hundred Six Thousand Three Hundred Seventy-Five Thousand Dollars ($606,375) at the time a Change in Control occurs, subject to the terms and conditions set forth in this Section above, Executive would be entitled to receive a payment of Two Million Three Hundred Forty Thousand Nine Hundred Thirty Seven Dollars and Fifty Cents ($2,340,937.50) which is two and one-half (21/2) times Nine Hundred Thirty-Six Thousand Three Hundred Seventy-Five Dollars ($936,375) which is the annual base salary of Six Hundred Six Thousand Three Hundred Seventy-Five Dollars ($606,375) plus the annual bonus of Three Hundred Thirty Thousand Dollars ($330,000). (ii) If a Change in Control occurs on or before July 31, 2008 and this Agreement terminates pursuant to Executive’s Resignation For Good Reason within the period commencing sixty (60) days prior to such Change in Control and ending sixty (60) days after such Change in Control, then the Company will pay Executive all accrued but unpaid base salary through the termination date. In addition, upon Executive’s “separation from service” (within the meaning of Code § 409A(a)(2)(A)(i)), the Company shall: (i) pay Executive a lump sum payment equal to one and one half (11/2) times Executive’s then current annual base salary plus Three Hundred Thirty Thousand Dollars ($330,000), to be paid within thirty (30) days after the date of termination; and (ii) reimburse Executive’s and Executive’s eligible dependents’ COBRA premiums under the Company’s major medical group health plan on a monthly basis for the period during which Executive remains eligible for COBRA coverage or until Executive becomes eligible to participate in any subsequent employer’s major medical group health plan, up to a maximum of twenty-four (24) months (collectively, the payments and benefits set forth in the preceding subclauses (i) — (ii) to be referred to as the “Change in Control Resignation Benefits”). Executive’s right to receive the Change in Control Resignation Benefits shall be subject to Section 9 below and the Separation Conditions set forth in Section 6(d) above. The Change in Control Resignation Benefits to be provided under this Section 8 shall constitute full satisfaction of the Company’s obligations under this Agreement, any Company policy, or otherwise. Solely for the purpose of avoiding confusion as to the meaning of this Section 8(c)(ii) above, the following illustrates the intent of the parties. If the Executive’s base salary were Six Hundred Six Thousand Three Hundred Seventy-Five Dollars ($606,375) at the time a Change in Control occurs, subject to the terms and conditions set forth in this Section above, Executive would be entitled to receive a payment of One Million Four Hundred Four Thousand Five Hundred Sixty-Two Dollars and Fifty Cents ($1,404,562.50) which is one and one-half times Nine Hundred Thirty-Six Thousand Three Hundred Seventy-Five Dollars ($936,375), which is the annual base salary of Six Hundred Six Thousand Three Hundred Seventy-Five Dollars ($606,375) plus the annual bonus of Three Hundred Thirty Thousand Dollars ($330,000).

Change In Control Separation Benefits. (i) If, within sixty (60) days before or three hundred sixty five (365) days after a Change in Control, this Agreement terminates for the reasons set forth in Sections 5(e) ), or 5(f), then the Company will pay You all accrued but unpaid Base Salary through the termination date. In addition, upon Your “separation from service” (within the meaning of Code § 409A(a)(2)(A)(i)), the Company shall: (i) pay You a lump sum payment equal to two (2) times Your then current annual Base Salary, to be paid within thirty (30) days after the date of termination; (ii) pay You a lump sum payment of Seventy Five Thousand Three Hundred Thousand Twelve Dollars ($300,012.0075,003.00), to be paid within thirty (30) days after the date of termination; (iii) reimburse Your and your Your eligible dependents’ COBRA premiums under the Company’s major medical group health plan on a monthly basis for the a period during which You remain eligible for COBRA coverage and until You become eligible to participate in any subsequent employer’s major medical group health plan, up to a maximum of twenty-four twelve (2412) months; and (iv) notwithstanding anything to the contrary in any applicable documents evidencing a grant of an award under the Lodgian, Inc. 2002 Stock Incentive Plan or any similar plan, accelerate the vesting of any such awards granted to You by the Company (the “Award(s)”) so that any such Award(s) comprised of options to purchase Company stock shall be immediately exercisable in full, or so that all vesting restrictions upon any such Award(s) comprised of restricted stock shall lapse (collectively, the payments and benefits set forth in the preceding sub-clauses (i) – (iv) to be referred to as the “Change In Control Separation Benefits”). Your right to receive the Change In Control Separation Benefits shall be subject to Section 8 below and the Separation Benefits Conditions set forth in Section 6(b) above. The Change In Control Separation Benefits to be provided under this Section 7 shall constitute full satisfaction of the Company’s obligations under this Agreement, the Incentive Plan, any Company policy, or otherwise.