Common use of CHANGE IN CONTROL TERMINATION PAYMENTS AND BENEFITS Clause in Contracts

CHANGE IN CONTROL TERMINATION PAYMENTS AND BENEFITS. In the event Employee has a Change in Control Termination, the Company shall pay or provide (or cause to be paid or provided) to Employee all of the payments and benefits specified in Section 3.05 (the “Termination Without Change in Control” Section) at the same time and in the same manner therein specified except as amended and modified below: a. The salary and benefits specified in Section 3.05a. will be paid based upon a multiple of two (2) years (instead of one (1) year). b. Life, health, accident and disability insurance specified in Section 3.05b. will be provided until (i) Employee becomes reemployed and receives similar benefits from a new employer or (ii) two (2) years after the date of the Change in Control Termination, whichever is earlier. c. An amount equal to two (2) times the Maximum Bonus, instead of the benefits provided in Section 3.05c. hereof. d. If Employee experiences a Termination on or after January 1st, but before the date on which awards are paid, if any, pursuant to achievement of performance goals set under the Company’s annual bonus incentive plan for the year immediately preceding the year in which Employee’s Termination occurs, an amount, subject to the Company’s discretion as set forth under the Company’s annual bonus incentive plan and paid at the same time the Company pays bonuses to similarly situated employees under such plan, equal to the amount Employee would have earned if Employee had remained employed with the Company until the date such awards would otherwise have been paid.

CHANGE IN CONTROL TERMINATION PAYMENTS AND BENEFITS. In the event Employee has a Change in Control Termination, the Company shall pay or provide (or cause to be paid or provided) to Employee all of the payments and benefits specified in Section 3.05 (the “Termination Without Change in Control” Section) at the same time and in the same manner therein specified except as amended and modified below: a. The salary and benefits specified in Section 3.05a. will be paid based upon a multiple of two three (23) years (instead of one two (12) yearyears). b. Life, health, accident and disability insurance specified in Section 3.05b. will be provided until (i) Employee becomes reemployed and receives similar benefits from a new employer or (ii) two three (23) years after the date of the Change in Control Termination, whichever is earlier. c. An amount equal to two three (23) times the Maximum Bonus, instead of the benefits provided in Section 3.05c. hereof. d. If Employee experiences a Termination on or after January 1st, but before the date on which awards are paid, if any, pursuant to achievement of performance goals set under the Company’s annual bonus incentive plan for the year immediately preceding the year in which Employee’s Termination occurs, an amount, subject to the Company’s discretion as set forth under the Company’s annual bonus incentive plan and paid at the same time the Company pays bonuses to similarly situated employees under such plan, equal to the amount Employee would have earned if Employee had remained employed with the Company until the date such awards would otherwise have been paid. In the event of Employee’s Change in Control Termination or resignation under Section 4.03, Employee is entitled only to the termination payments and benefits described in this Section 4.02. The Parties agree that in the event of a Change in Control, no later than the date of, but prior to, the Change in Control, the Company shall deposit the amounts specified in Section 4.02a. and Section 4.02c. into an irrevocable grantor trust, established by the Company prior to the Change in Control with a duly authorized bank or corporation with trust powers (“Rabbi Trust”). The expenses of such Rabbi Trust shall be paid by the Company. Any amounts due to Employee under this Section 4.02 or Section 4.03 shall first be satisfied by the Rabbi Trust and the remaining obligations shall be satisfied by the Company at the same time and in the same manner described in Section 3.05.

CHANGE IN CONTROL TERMINATION PAYMENTS AND BENEFITS. In the event Employee has a Change in Control Termination, the Company shall pay or provide (or cause to be paid or provided) to Employee all of the payments and benefits specified in Section 3.05 (the “Termination Without Change in Control” Section) at the same time and in the same manner therein specified except as amended and modified below: a. The salary and benefits specified in Section 3.05a. will be paid based upon a multiple of two (2) years (instead of one (1) year). b. Life, health, accident and disability insurance specified in Section 3.05b. will be provided until (i) Employee becomes reemployed and receives similar benefits from a new employer or (ii) two (2) years after the date of the Change in Control Termination, whichever is earlier. c. An amount equal to two (2) times the Maximum Bonus, instead of the benefits provided in Section 3.05c. hereof. d. If Employee experiences a Termination on or after January 1st, but before the date on which awards are paid, if any, pursuant to achievement of performance goals set under the Company’s 's annual bonus incentive plan for the year immediately preceding the year in which Employee’s 's Termination occurs, an amount, subject to the Company’s 's discretion as set forth under the Company’s 's annual bonus incentive plan and paid at the same time the Company pays bonuses to similarly situated employees under such plan, equal to the amount Employee would have earned if Employee had remained employed with the Company until the date such awards would otherwise have been paid.

CHANGE IN CONTROL TERMINATION PAYMENTS AND BENEFITS. In the event Employee has a Change in Control Termination, the Company shall pay or provide (or cause to be paid or provided) to Employee all of the payments and benefits specified in Section 3.05 (the “Termination Without Change in Control” Section) at the same time and in the same manner therein specified except as amended and modified below: a. The salary and benefits specified in Section 3.05a. will be paid based upon a multiple of two (2) years (instead of one (1) year). b. Life, health, accident and disability insurance specified in Section 3.05b. will be provided until (i) Employee becomes reemployed and receives similar benefits from a new employer or (ii) two (2) years after the date of the Change in Control Termination, whichever is earlier. c. An amount equal to two (2) times the Maximum Bonus, instead of the benefits provided in Section 3.05c. hereof. d. If Employee experiences a Termination on or after January 1st, but before the date on which awards are paid, if any, pursuant to achievement of performance goals set under the Company’s annual bonus incentive plan for the year immediately preceding the year in which Employee’s Termination occurs, an amount, subject to the Company’s discretion as set forth under the Company’s annual bonus incentive plan and paid at the same time the Company pays bonuses to similarly situated employees under such plan, equal to the amount Employee would have earned if Employee had remained employed with the Company until the date such awards would otherwise have been paid. In the event of Employee’s Change in Control Termination or resignation under Section 4.03, Employee is entitled only to the termination payments and benefits described in this Section 4.02. The Parties agree that in the event of a Change in Control, no later than the date of, but prior to, the Change in Control, the Company shall deposit the amounts specified in Section 4.02a. and Section 4.02c. into an irrevocable grantor trust, established by the Company prior to the Change in Control with a duly authorized bank or corporation with trust powers (“Rabbi Trust”). The expenses of such Rabbi Trust shall be paid by the Company. Any amounts due to Employee under this Section 4.02 or Section 4.03 shall first be satisfied by the Rabbi Trust and the remaining obligations shall be satisfied by the Company at the same time and in the same manner described in Section 3.05.