Common use of Compensation and Benefits Following Termination Clause in Contracts

Compensation and Benefits Following Termination. If, during a Potential Change in Control Period or during the two (2) year period beginning on the date of a Change in Control, the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, then the Executive shall be entitled to all of the following compensation and benefits: (a) The Company shall pay the Executive a cash payment in an amount equal to the Applicable Multiplier times the sum of (i) the Base Amount and (ii) the Bonus Amount. (b) The Company shall pay the Executive all Accrued Compensation. (c) During the period beginning on the Termination Date and continuing past the end of the calendar month during which the Termination Date occurs for a number of calendar months equal to twelve (12) times the Applicable Multiplier (the “Continuation Period”), the Company shall, at its expense, continue on behalf of the Executive (and the Executive’s dependents and beneficiaries) the retirement, life insurance, long-term disability, medical, dental and other group health benefits and plans (i) provided to the Executive at any time during the Potential Change in Control Period or at any time on or after the date of a Change in Control, or (ii) provided to other similarly situated executives who continue in the employ of the Company during the Continuation Period. The benefits and coverage (including employee deductibles and costs) provided pursuant to this Section 4.1(c) during the Continuation Period shall be no less favorable to the Executive (and the Executive’s dependents and beneficiaries) than the most favorable of such benefits and coverage in effect during any of the periods referred to in clauses (i) and (ii) above. This Section 4.1(c) shall not be interpreted so as to limit any benefits to which the Executive (or the Executive’s dependents or beneficiaries) may be entitled under any of the Company’s employee benefit plans, programs or practices following the Executive’s termination of employment, including retirement, life insurance, disability and medical benefits. The Executive may elect, by giving written notice to the Company within sixty (60) days after the Termination Date, to waive the benefits continuation under this Section 4.1(c) and receive in full satisfaction thereof a one-time taxable cash payment in an amount equal to the Applicable Multiplier times seventy-five thousand dollars ($75,000). (d) The Executive shall be eligible for comprehensive outplacement assistance up to a maximum cost equal to twenty percent (20%) of the Base Amount, payable by the Company within one (1) year after the Termination Date directly to an outside vendor selected by the Executive. The Executive may elect, by giving written notice to the Company within sixty (60) days after the Termination Date, to waive the assistance due under this Section 4.1(d) and receive in full satisfaction thereof a one-time taxable cash payment in an amount equal to 20% of the Base Amount.

Compensation and Benefits Following Termination. If, during a Potential Change in Control Period or during the two (2I) year period beginning on the date of a Change in Control, If the Executive’s 's employment with the Company is terminated by the Company upon the death of Executive, for Cause in accordance with Section 6(a) hereof or by the Executive for other than Good Reason in accordance with Section 6(b) hereof, the Company shall pay the Executive, without deduction or set off except for tax, social security or other mandated withholdings, the amounts set forth in subsections (A) and (B) below: (A) On or before the executive's payroll date next following the day on which such termination becomes effective (the "Termination Date"), an amount equal to that proportion of the Executive's salary, at the rate then in effect, determinable under Section 5(a) hereof, and (B) With reasonable promptness following the Termination Date, reimbursement for all expenses subject to reimbursement under Section 5(c) hereof. (II) If the Executive's employment with the Company is terminated (a) by the Company other than for Cause (except as a result of the death of Executive), or (b) by the Executive for Good Reason, then the Executive shall continue to be provided his Base Salary and the benefits specified in Section 5(d) for a period that is the greater of one year and the time remaining in the Employment Period; provided, however, that if the Company discovers that the Executive has violated any part of Section 4 hereof, the Executive shall not be entitled to all of the following compensation and benefits: (a) The Company shall pay the Executive a cash payment in an amount equal to the Applicable Multiplier times the sum of (i) the Base Amount and (ii) the Bonus Amountsuch payments. (bIII) The Company After termination of the Employment Period and any additional period for which he is being paid or due salary pursuant to Section 6(d)(II) hereof, Executive shall pay be entitled, at his own cost, to continue any medical benefits provided to him during the Executive all Accrued CompensationEmployment Period to the extent permitted under the policies and plans of the Company. (cIV) During the period beginning on the Termination Date and continuing past the end of the calendar month during which the Termination Date occurs for a number of calendar months equal to twelve (12) times the Applicable Multiplier (the “Continuation Period”), the Company shall, at its expense, continue on behalf of the Executive (and the Executive’s dependents and beneficiaries) the retirement, life insurance, long-term disability, medical, dental and other group health agrees that no payments or benefits and plans (i) provided to the shall be due Executive at any time during the Potential Change in Control Period or at any time on or after the date of a Change in Control, or (ii) provided to other similarly situated executives who continue in the employ of the Company during the Continuation Period. The benefits and coverage (including employee deductibles and costs) provided pursuant to this Section 4.1(c) during the Continuation Employment Period shall be no less favorable to the Executive (and the Executive’s dependents and beneficiaries) than the most favorable of such benefits and coverage in effect during any of the periods referred to in clauses (i) and (ii) above. This Section 4.1(c) shall not be interpreted so as to limit any benefits to which the Executive (or the Executive’s dependents or beneficiaries) may be entitled under any of the Company’s employee benefit plans, programs or practices following the Executive’s termination of employment, including retirement, life insurance, disability and medical benefits. The Executive may elect, by giving written notice to the Company within sixty (60) days after the Termination Date, to waive the benefits continuation under this Section 4.1(c6 or otherwise with respect to this agreement or Executive's employment with the Company until such time as Executive executes before a notary the Release annexed hereto as Exhibit 6(d)(IV) hereto and receive in full satisfaction delivers an original counterpart thereof a one-time taxable cash payment in an amount equal to the Applicable Multiplier times seventy-five thousand dollars ($75,000)CEO of FIND. (d) The Executive shall be eligible for comprehensive outplacement assistance up to a maximum cost equal to twenty percent (20%) of the Base Amount, payable by the Company within one (1) year after the Termination Date directly to an outside vendor selected by the Executive. The Executive may elect, by giving written notice to the Company within sixty (60) days after the Termination Date, to waive the assistance due under this Section 4.1(d) and receive in full satisfaction thereof a one-time taxable cash payment in an amount equal to 20% of the Base Amount.

Compensation and Benefits Following Termination. If, during a Potential Change in Control Period or during the two (2I) year period beginning on the date of a Change in Control, If the Executive’s 's employment with the Company is terminated by the Company upon the death of Executive, for Cause in accordance with Section 6(a) hereof or by the Executive for other than Good Reason in accordance with Section 6(b) hereof, the Company shall pay the Executive, without deduction or set off except for tax, social security or other mandated withholdings, the amounts set forth in subsections (A) and (B) below: (A) On or before the executive's payroll date next following the day on which such termination becomes effective (the "Termination Date"), an amount equal to that proportion of the Executive's salary, at the rate then in effect, determinable under Section 5(a) hereof, and (B) With reasonable promptness following the Termination Date, reimbursement for all expenses subject to reimbursement under Section 5(c) hereof. (II) If the Executive's employment with the Company is terminated (a) by the Company other than for Cause (except as a result of the death of Executive), or (b) by the Executive for Good Reason, then the Executive shall continue to be provided his Base Salary for a period that is the greater of one year and the time remaining in the Employment Period; provided, however, that if the Company discovers that the Executive has violated any part of Section 4 hereof, the Executive shall not be entitled to all of the following compensation and benefits: (a) The Company shall pay the Executive a cash payment in an amount equal to the Applicable Multiplier times the sum of (i) the Base Amount and (ii) the Bonus Amountsuch payments. (bIII) The Company After termination of the Employment Period and any additional period for which he is being paid or due salary pursuant to Section 6(d)(II) hereof, Executive shall pay be entitled, at his own cost, to continue any medical benefits provided to him during the Executive all Accrued CompensationEmployment Period to the extent permitted under the policies and plans of the Company. (cIV) During the period beginning on the Termination Date and continuing past the end of the calendar month during which the Termination Date occurs for a number of calendar months equal to twelve (12) times the Applicable Multiplier (the “Continuation Period”), the Company shall, at its expense, continue on behalf of the Executive (and the Executive’s dependents and beneficiaries) the retirement, life insurance, long-term disability, medical, dental and other group health agrees that no payments or benefits and plans (i) provided to the shall be due Executive at any time during the Potential Change in Control Period or at any time on or after the date of a Change in Control, or (ii) provided to other similarly situated executives who continue in the employ of the Company during the Continuation Period. The benefits and coverage (including employee deductibles and costs) provided pursuant to this Section 4.1(c) during the Continuation Employment Period shall be no less favorable to the Executive (and the Executive’s dependents and beneficiaries) than the most favorable of such benefits and coverage in effect during any of the periods referred to in clauses (i) and (ii) above. This Section 4.1(c) shall not be interpreted so as to limit any benefits to which the Executive (or the Executive’s dependents or beneficiaries) may be entitled under any of the Company’s employee benefit plans, programs or practices following the Executive’s termination of employment, including retirement, life insurance, disability and medical benefits. The Executive may elect, by giving written notice to the Company within sixty (60) days after the Termination Date, to waive the benefits continuation under this Section 4.1(c6 or otherwise with respect to this agreement or Executive's employment with the Company until such time as Executive executes before a notary a Release in the form annexed hereto as Exhibit 6(d)(IV) hereto and receive in full satisfaction delivers an original counterpart thereof a one-time taxable cash payment in an amount equal to the Applicable Multiplier times seventy-five thousand dollars ($75,000)CEO or the Other Officer. (d) The Executive shall be eligible for comprehensive outplacement assistance up to a maximum cost equal to twenty percent (20%) of the Base Amount, payable by the Company within one (1) year after the Termination Date directly to an outside vendor selected by the Executive. The Executive may elect, by giving written notice to the Company within sixty (60) days after the Termination Date, to waive the assistance due under this Section 4.1(d) and receive in full satisfaction thereof a one-time taxable cash payment in an amount equal to 20% of the Base Amount.

Compensation and Benefits Following Termination. If, during a Potential Change in Control Period or during the two (2I) year period beginning on the date of a Change in Control, If the Executive’s 's employment with the Company is terminated by the Company upon the death of Executive, for Cause in accordance with Section 6(a) hereof or by the Executive for other than Good Reason in accordance with Section 6(b) hereof, the Company shall pay the Executive, without deduction or set off except for tax, social security or other mandated withholdings, the amounts set forth in subsections (A) and (B) below: (A) On or before the executive's payroll date next following the day on which such termination becomes effective (the "Termination Date"), an amount equal to that proportion of the Executive's salary, at the rate then in effect, determinable under Section 5(a) hereof, and (B) With reasonable promptness following the Termination Date, reimbursement for all expenses subject to reimbursement under Section 5(c) hereof. (II) If the Executive's employment with the Company is terminated (a) by the Company other than for Cause (except as a result of the death of Executive), or (b) by the Executive for Good Reason, then the Executive shall (i) continue to be entitled provided salary and those benefits specified hereunder for the time specified hereunder and, except to all the extent prohibited by applicable law, as if Executive was still employed by the Company; and (ii) be paid in lieu of the following compensation and benefits: One Year Deferred Consideration Amount and/or the Two Year Deferred Consideration Amount, as the case may be, an amount of liquidated damages equal to either (a) The Company shall pay if Executive's employment is terminated on or prior to the Executive a cash payment in one year anniversary of the Effective Date, an amount equal to the Applicable Multiplier times the sum of (i) the Base Amount and (ii) the Bonus Amount. $1,472,500; or (b) The if Executive's employment is terminated after the one year anniversary of the Effective Date, an amount that would be payable as the Executive's portion of the Two Year Deferred Consideration Amount based on the Two-Year Adjusted EBITDA equaling twice the annualized Adjusted EBITDA of the Company shall pay the Executive all Accrued Compensation. (c) During for the period beginning commencing on the Termination Effective Date and continuing past the end of the calendar month during which the Termination Date occurs for a number of calendar months equal to twelve (12) times the Applicable Multiplier (the “Continuation Period”), the Company shall, at its expense, continue ending on behalf of the Executive (and the Executive’s dependents and beneficiaries) the retirement, life insurance, long-term disability, medical, dental and other group health benefits and plans (i) provided to the Executive at any time during the Potential Change in Control Period or at any time on or after the date of a Change the termination of Executive's employment. For purposes of this Section 6(d)(II), "Adjusted EBITDA" shall mean the gross profit of each Valid Market Research Project of the Consolidated Companies for the applicable fiscal year calculated in Controlaccordance with GAAP and consistent with historical practices, or (iiless the sum of, to the extent not already deducted in calculating such gross profit:(a) provided to other similarly situated executives who continue $4,100,000.00, inclusive of labor costs historically included by the Consolidated Companies in the employ of the Company during the Continuation Period. The benefits "Selling, General and coverage Administrative" expense category in their financial statements; (including employee deductibles and costsb) provided pursuant to this Section 4.1(c) during the Continuation Period shall be no less favorable to the Executive (and the Executive’s dependents and beneficiaries) than the most favorable of such benefits and coverage extent not already deducted in effect during any of the periods referred to in clauses (i) and (ii) above. This Section 4.1(c) shall not be interpreted so as to limit any benefits to which the Executive (or the Executive’s dependents or beneficiaries) may be entitled under any of the Company’s employee benefit planscalculating EBITDA, programs or practices following the Executive’s termination of employment, including retirement, life insurance, disability and medical benefits. The Executive may elect, by giving written notice to the Company within sixty (60) days after the Termination Date, to waive the benefits continuation under this Section 4.1(c) and receive in full satisfaction thereof a one-time taxable cash payment in an amount equal to the Applicable Multiplier times seventy-five thousand dollars ($75,000). (d) The Executive shall be eligible for comprehensive outplacement assistance up to a maximum cost equal to twenty three percent (203%) of the Base Amountsales of the Consolidated Companies, payable such sales to be determined in accordance with GAAP; and (c) to the extent not already deducted in calculating EBITDA, ten percent (10%) of sales of the Consolidated Companies that are sourced by the Company within one Purchaser or its Affiliates (1) year after other than the Termination Date directly Consolidated Companies), such sales to an outside vendor selected by the Executive. The Executive may elect, by giving written notice mean sales determined in accordance with GAAP less pass through costs charged to the Company within sixty (60) days after the Termination Date, to waive the assistance due under this Section 4.1(d) and receive in full satisfaction thereof a one-time taxable cash payment in an amount equal to 20% of the Base Amountcustomers.

Compensation and Benefits Following Termination. If, during a Potential Change in Control Period or during the two (2I) year period beginning on the date of a Change in Control, If the Executive’s 's employment with the Company is terminated by the Company upon the death of Executive, for Cause in accordance with Section 6(a) hereof or by the Executive for other than Good Reason in accordance with Section 6(b) hereof, the Company shall pay the Executive, without deduction or set off except for tax, social security or other mandated withholdings, the amounts set forth in subsections (A) and (B) below: (A) On or before the executive's payroll date next following the day on which such termination becomes effective (the "Termination Date"), an amount equal to that proportion of the Executive's salary, at the rate then in effect, determinable under Section 5(a) hereof, and (B) With reasonable promptness following the Termination Date, reimbursement for all expenses subject to reimbursement under Section 5(c) hereof. (II) If the Executive's employment with the Company is terminated (a) by the Company other than for Cause (except as a result of the death of Executive), or (b) by the Executive for Good Reason, then the Executive shall (i) continue to be entitled provided salary and those benefits specified hereunder for the time specified hereunder and, except to all the extent prohibited by applicable law, as if Executive was still employed by the Company; and (ii) be paid in lieu of the following compensation and benefits: One Year Deferred Consideration Amount and/or the Two Year Deferred Consideration Amount, as the case may be, an amount of liquidated damages equal to either (a) The Company shall pay if Executive's employment is terminated on or prior to the Executive a cash payment in one year anniversary of the Effective Date, an amount equal to the Applicable Multiplier times the sum of (i) the Base Amount and (ii) the Bonus Amount. $1,372,500; or (b) The if Executive's employment is terminated after the one year anniversary of the Effective Date, an amount that would be payable as the Executive's portion of the Two Year Deferred Consideration Amount based on the Two-Year Adjusted EBITDA equaling twice the annualized Adjusted EBITDA of the Company shall pay the Executive all Accrued Compensation. (c) During for the period beginning commencing on the Termination Effective Date and continuing past the end of the calendar month during which the Termination Date occurs for a number of calendar months equal to twelve (12) times the Applicable Multiplier (the “Continuation Period”), the Company shall, at its expense, continue ending on behalf of the Executive (and the Executive’s dependents and beneficiaries) the retirement, life insurance, long-term disability, medical, dental and other group health benefits and plans (i) provided to the Executive at any time during the Potential Change in Control Period or at any time on or after the date of a Change the termination of Executive's employment. For purposes of this Section 6(d)(II), "Adjusted EBITDA" shall mean the gross profit of each Valid Market Research Project of the Consolidated Companies for the applicable fiscal year calculated in Controlaccordance with GAAP and consistent with historical practices, or (iiless the sum of, to the extent not already deducted in calculating such gross profit:(a) provided to other similarly situated executives who continue $4,100,000.00, inclusive of labor costs historically included by the Consolidated Companies in the employ of the Company during the Continuation Period. The benefits "Selling, General and coverage Administrative" expense category in their financial statements; (including employee deductibles and costsb) provided pursuant to this Section 4.1(c) during the Continuation Period shall be no less favorable to the Executive (and the Executive’s dependents and beneficiaries) than the most favorable of such benefits and coverage extent not already deducted in effect during any of the periods referred to in clauses (i) and (ii) above. This Section 4.1(c) shall not be interpreted so as to limit any benefits to which the Executive (or the Executive’s dependents or beneficiaries) may be entitled under any of the Company’s employee benefit planscalculating EBITDA, programs or practices following the Executive’s termination of employment, including retirement, life insurance, disability and medical benefits. The Executive may elect, by giving written notice to the Company within sixty (60) days after the Termination Date, to waive the benefits continuation under this Section 4.1(c) and receive in full satisfaction thereof a one-time taxable cash payment in an amount equal to the Applicable Multiplier times seventy-five thousand dollars ($75,000). (d) The Executive shall be eligible for comprehensive outplacement assistance up to a maximum cost equal to twenty three percent (203%) of the Base Amountsales of the Consolidated Companies, payable such sales to be determined in accordance with GAAP; and (c) to the extent not already deducted in calculating EBITDA, ten percent (10%) of sales of the Consolidated Companies that are sourced by the Company within one Purchaser or its Affiliates (1) year after other than the Termination Date directly Consolidated Companies), such sales to an outside vendor selected by the Executive. The Executive may elect, by giving written notice mean sales determined in accordance with GAAP less pass through costs charged to the Company within sixty (60) days after the Termination Date, to waive the assistance due under this Section 4.1(d) and receive in full satisfaction thereof a one-time taxable cash payment in an amount equal to 20% of the Base Amountcustomers.