Common use of Compensation Payable Upon Termination Clause in Contracts

Compensation Payable Upon Termination. If a Change in Control of the Company shall have occurred, the Executive shall be entitled to the compensation provided in Section 4 hereof upon the termination of the Executive’s employment with the Company by the Executive or by the Company unless such termination is as a result of: (i) the Executive’s death; (ii) the Executive’s Disability (as defined in Section 3(b) below; (iii) the Executive’s termination by the Company for Cause (as defined in Section 3(c) below); or (iv) the Executive’s decision to terminate employment other than for Good Reason (as defined in Section 3(d) below). Notwithstanding the foregoing provisions of this Section 3, if the Executive’s employment is terminated by the Company other than for Cause or Disability (for purposes of this paragraph, Cause shall include all of the events set forth in Section 3(c) hereof and the following: willfully engaging by the Executive in continued misconduct which is materially injurious to the Company after having been advised in writing of the particular misconduct deemed by the Company to be materially injurious to the Company and instructed in such writing to cease any further misconduct of a similar nature) prior to a Change in Control, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with a Change in Control, then for all purposes of this Agreement, such termination shall be deemed to have occurred immediately following a Change in Control; in addition, if the Executive’s employment is terminated by the Company other than for Cause (as defined in this paragraph) or Disability within 90 days prior to a Change in Control, such termination shall conclusively be deemed to have occurred following a Change in Control. For further clarification, in the event of a termination of employment prior to a Change in Control that is treated as having occurred after a Change in Control, the Executive shall not be entitled to benefits under Section 4 hereof if the Executive voluntarily terminated his or her employment whether or not for Good Reason.

Compensation Payable Upon Termination. If a Change in Control of the Company shall have occurred, the Executive shall be entitled to the compensation provided in Section 4 hereof upon the termination of the Executive’s 's employment with the Company by the Executive or by the Company unless such termination is as a result of: (i) the Executive’s 's death; (ii) the Executive’s 's Disability (as defined in Section 3(b) below); (iii) the Executive’s 's termination by the Company for Cause (as defined in Section 3(c) below); or (iv) the Executive’s 's decision to terminate employment other than for Good Reason (as defined in Section 3(d) below). Notwithstanding the foregoing provisions of this Section 3, if the Executive’s 's employment is terminated by the Company other than for Cause or Disability (for purposes of this paragraph, Cause shall include all of the events set forth in Section 3(c) hereof and the following: willfully engaging by the Executive in continued misconduct which is materially injurious to the Company after having been advised in writing of the particular misconduct deemed by the Company to be materially injurious to the Company and instructed in such writing to cease any further misconduct of a similar nature) prior to a Change in Control, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with a Change in Control, then for all purposes of this Agreement, such termination shall be deemed to have occurred immediately following a Change in Control; in addition, if the Executive’s 's employment is terminated by the Company other than for Cause (as defined in this paragraph) or Disability within 90 days prior to a Change in Control, such termination shall conclusively be deemed to have occurred following a Change in Control. For further clarification, in the event of a termination of employment prior to a Change in Control that is treated as having occurred after a Change in Control, the Executive shall not be entitled to benefits under Section 4 hereof if the Executive voluntarily terminated his or her employment whether or not for Good Reason.

Compensation Payable Upon Termination. (a) If a Change Executive's employment is terminated pursuant to the provisions of subsections 5(a)(i), (ii), (iv) or (v) above, the Company shall pay Executive all sums due Executive hereunder through the date of such termination ("Earned Compensation"). (b) If the Company terminates Executive's employment pursuant to the provisions of subsection 5(a)(iii) above, then, in Control addition to paying Executive his month, as severance pay, equal to one-twelfth (1/12th) of the Executive's current base salary for each month of the next succeeding six (6) months following termination (the "Severance Period"). In addition, during the Severance Period, the Company shall provide Executive with the same medical and insurance benefits, but no other fringe benefits, which it provided to Executive under this Agreement immediately prior to the actual termination date. The foregoing notwithstanding, Executive shall use his good faith efforts to obtain reasonable replacement employment from and after such termination and any compensation and medical and insurance benefits received by Executive from any such replacement employment during the Severance Period shall reduce the amount of severance pay and medical and insurance benefits due to Executive from the Company hereunder. (c) If Executive's employment is terminated pursuant to the provisions of subsection 5(a)(vi) above, and Executive was not offered employment after the change of control of the Company shall have occurredat substantially the same compensation and contract terms for the performance of substantially the same responsibilities as is set forth in this Agreement (other than corporate title), in addition to paying Executive his Earned Compensation, the Company shall pay the Executive shall be entitled an additional amount per month, as severance pay, equal to the compensation provided in Section 4 hereof upon the termination one-twelfth (1/12th) of the Executive’s employment 's current base salary per month for each month of the next succeeding twelve (12) months following termination (the "Termination Severance Period"). In addition, during the Termination Severance Period, the Company shall provide Executive with the Company same medical and insurance benefits, but no other fringe benefits, which it provided to Executive immediately prior to the actual termination date of this Agreement. The foregoing notwithstanding, Executive shall use his good faith efforts to obtain reasonable replacement employment from and after such termination and any compensation and medical and insurance benefits received by the Executive or by from such replacement employment during the Termination Severance Period shall reduce the amount of severance pay and medical and insurance benefits due to Executive from the Company unless such termination is as a result of: (i) the Executive’s death; (ii) the Executive’s Disability (as defined in Section 3(b) below; (iii) the Executive’s termination by the Company for Cause (as defined in Section 3(c) below); or (iv) the Executive’s decision to terminate employment other than for Good Reason (as defined in Section 3(d) below). Notwithstanding the foregoing provisions of this Section 3, if the Executive’s employment is terminated by the Company other than for Cause or Disability (for purposes of this paragraph, Cause shall include all of the events set forth in Section 3(c) hereof and the following: willfully engaging by the Executive in continued misconduct which is materially injurious to the Company after having been advised in writing of the particular misconduct deemed by the Company to be materially injurious to the Company and instructed in such writing to cease any further misconduct of a similar nature) prior to a Change in Control, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with a Change in Control, then for all purposes of this Agreement, such termination shall be deemed to have occurred immediately following a Change in Control; in addition, if the Executive’s employment is terminated by the Company other than for Cause (as defined in this paragraph) or Disability within 90 days prior to a Change in Control, such termination shall conclusively be deemed to have occurred following a Change in Control. For further clarification, in the event of a termination of employment prior to a Change in Control that is treated as having occurred after a Change in Control, the Executive shall not be entitled to benefits under Section 4 hereof if the Executive voluntarily terminated his or her employment whether or not for Good Reasonhereunder.