Common use of COMPENSATION PRIOR TO TERMINATION DUE TO CHANGE OF CONTROL Clause in Contracts

COMPENSATION PRIOR TO TERMINATION DUE TO CHANGE OF CONTROL. You, the Purchaser and the Company agree that the consummation of the tender offer and/or merger contemplated in the Merger Agreement constitute a change of control as defined in the Policy. At all times thereafter but prior to a Termination Due to Change of Control, as defined in the Policy, Purchaser agrees that it will cause the Company to continue, and the Company agrees to continue, your salary, bonuses and all Current Benefits (as defined below) at no less than current levels. If a Termination Due to Change of Control takes place at any time other than the Company fiscal year end, the Purchaser agrees that it will cause the Company to pay you, and the Company agrees to pay you, a pro-rata share of your Company annual incentive bonus, which shall equal or exceed the amount of $36,659.04, based upon the number of months and days completed in the current Company fiscal year.

COMPENSATION PRIOR TO TERMINATION DUE TO CHANGE OF CONTROL. You, the Purchaser and the Company agree that the consummation of the tender offer and/or merger contemplated in the Merger Agreement constitute a change of control as defined in the Policy. At all times thereafter but prior to a Termination Due to Change of Control, as defined in the Policy, Purchaser agrees that it will cause the Company to continue, and the Company agrees to continue, your salary, bonuses and all Current Benefits (as defined below) at no less than current levels. If a Termination Due to Change of Control takes place at any time other than the Company fiscal year end, the Purchaser agrees that it will cause the Company to pay you, and the Company agrees to pay you, a pro-rata share of your Company annual incentive bonus, which shall equal or exceed the amount of $36,659.0414,705.04, based upon the number of months and days completed in the current Company fiscal year.

COMPENSATION PRIOR TO TERMINATION DUE TO CHANGE OF CONTROL. You, the Purchaser and the Company agree that the consummation of the tender offer and/or merger contemplated in the Merger Agreement constitute a change of control as defined in the Policy. At all times thereafter but prior to a Termination Due to Change of Control, as defined in the Policy, Purchaser agrees that it will cause the Company to continue, and the Company agrees to continue, your salary, bonuses and all Current Benefits (as defined below) at no less than current levels. If a Termination Due to Change of Control takes place at any time other than the Company fiscal year end, the Purchaser agrees that it will cause the Company to pay you, and the Company agrees to pay you, a pro-rata share of your Company annual incentive bonus, which shall equal or exceed the amount of $36,659.0410,500, based upon the number of months and days completed in the current Company fiscal year.

COMPENSATION PRIOR TO TERMINATION DUE TO CHANGE OF CONTROL. You, the Purchaser and the Company agree that the consummation of the tender offer and/or merger contemplated in the Merger Agreement constitute a change of control as defined in the Policy. At all times thereafter but prior to a Termination Due to Change of Control, as defined in the Policy, Purchaser agrees that it will cause the Company to continue, and the Company agrees to continue, your salary, bonuses and all Current Benefits (as defined below) at no less than current levels. If a Termination Due to Change of Control takes place at any time other than the Company fiscal year end, the Purchaser agrees that it will cause the Company to pay you, and the Company agrees to pay you, a pro-rata share of your Company annual incentive bonus, which shall equal or exceed the amount of $36,659.0436,000.00, based upon the number of months and days completed in the current Company fiscal year.

COMPENSATION PRIOR TO TERMINATION DUE TO CHANGE OF CONTROL. You, the Purchaser and the Company agree that the consummation of the tender offer and/or merger contemplated in the Merger Agreement constitute a change of control as defined in the Policy. At all times thereafter but prior to a Termination Due to Change of Control, as defined in the Policy, Purchaser agrees that it will cause the Company to continue, and the Company agrees to continue, your salary, bonuses and all Current Benefits (as defined below) at no less than current levels. If a Termination Due to Change of Control takes place at any time other than the Company fiscal year end, the Purchaser agrees that it will cause the Company to pay you, and the Company agrees to pay you, a pro-rata share of your Company annual incentive bonus, which shall equal or exceed the amount of $36,659.0424,000.00, based upon the number of months and days completed in the current Company fiscal year.