Common use of Compensation upon Termination following a Change of Control Clause in Contracts

Compensation upon Termination following a Change of Control. In the event that (i) a Change of Control shall have occurred during the term of this Agreement and while Executive is employed by the Company and (ii) the Executive's employment shall be involuntarily terminated for any reason on a date which is less than one year after the date of the Change of Control (whether during or after the term of this Agreement) other than for Cause, death or disability or Executive shall terminate his employment for Good Reason, then the Company shall make the following payments to Executive within 15 days following the date of such termination of employment (the "Termination Date"), subject in each case to any applicable payroll or other taxes required to be withheld. (1) The Company shall pay Executive a lump sum amount in cash equal to the sum of (a) Executive's monthly base salary multiplied by a number equal to 24 minus the number of whole months elapsed from the date of the Change of Control to the Termination Date (the "Multiplier") and (b) Executive's average annual bonus including in such average any such annual bonus earned (even though such bonus may be paid in the year following the year in which earned), (computed over the shorter of (x) the period of Executive's employment by the Company or (y) five calendar years each as measured to the day immediately preceding the Termination Date) divided by 12 and multiplied by the Multiplier. (2) The Company shall pay Executive a lump sum amount in cash equal to accrued but unpaid salary and bonus through the Termination Date, and unpaid salary with respect to any vacation days accrued but not taken as of the Termination Date.

Compensation upon Termination following a Change of Control. In the event that (i) a Change of Control shall have occurred during the term of this Agreement and while Executive is employed by the Company and (ii) the Executive's employment shall be involuntarily terminated for any reason on a date which is less than one year after the date of the Change of Control (whether during or after the term of this Agreement) other than for Cause, death or disability or Executive shall terminate his employment for Good Reason, then the Company shall make the following payments to Executive within 15 days following the date of such termination of employment (the "Termination Date"), subject in each case to any applicable payroll or other taxes required to be withheld. (1) The Company shall pay Executive a lump sum amount in cash equal to the sum of (a) Executive's monthly base salary multiplied by a number equal to 24 12 minus the number of whole months elapsed from the date of the Change of Control to the Termination Date (the "Multiplier") and (b) Executive's average annual bonus including in such average any such annual bonus earned (even though such bonus may be paid in the year following the year in which earned), (computed over the shorter of (x) the period of Executive's employment by the Company or (y) five calendar years each as measured to the day immediately preceding the Termination Date) divided by 12 and multiplied by the Multiplier. (2) The Company shall pay Executive a lump sum amount in cash equal to accrued but unpaid salary and bonus through the Termination Date, and unpaid salary with respect to any vacation days accrued but not taken as of the Termination Date.

Compensation upon Termination following a Change of Control. In the event that (i) a Change of Control shall have occurred during the term of this Agreement and while Executive is employed by the Company and (ii) the Executive's ’s employment shall be involuntarily terminated for any reason on a date which is less than one year 2 years after the date of the Change of Control (whether during or after the term of this Agreement) other than for Cause, death or disability or Executive shall terminate his employment for Good Reason, then the Company shall make the following payments to Executive within 15 days following the date of such termination of employment (the "“Termination Date"”), subject in each case to any applicable payroll or other taxes required to be withheld. (1) The Company shall pay Executive a lump sum amount in cash equal to the sum of (a) Executive's ’s monthly base salary multiplied by a number equal to 24 12 minus the number of whole months elapsed from the date of the Change of Control to the Termination Date (the "“Multiplier"”) and (b) Executive's ’s average annual bonus including in such average any such annual bonus earned (even though such bonus may be paid in the year following the year in which earned), (computed over the shorter of (x) the period of Executive's ’s employment by the Company or (y) five calendar years each as measured to the day day-immediately preceding the Termination Date) divided by 12 and multiplied by the Multiplier. (2) The Company shall pay Executive a lump sum amount in cash equal to accrued but unpaid salary and bonus through the Termination Date, and unpaid salary with respect to any vacation days accrued but not taken as of the Termination Date.

Compensation upon Termination following a Change of Control. In addition to the rights and benefits accruing to Executive as otherwise described in this Agreement, in the event that (i) a Change of Control shall have occurred during the term of this Agreement and while Executive is employed by the Company hereunder and (ii) the Executive's employment hereunder shall be involuntarily terminated for any reason on a date which is less than one year after the date of the Change of Control (whether during or after the term of this Agreement) other than for Cause, death or disability or Executive shall terminate his employment hereunder for Good Reason, then the Company shall make the following payments to Executive within 15 days following the date of such termination of employment (the "Termination Date") (in the case of (i) and (ii) below) and provide the following benefits to Executive after the Termination Date (in the case of (iii), (iv), (v), (vi) and (vii) below), subject in each case to any applicable payroll or other taxes required to be withheld.withheld and subject to the provisions of Section 5 relating to limitations on parachute payments: (1) The Company shall pay Executive a lump sum amount in cash equal to $1 less than three times the sum of (a) Executive's monthly average base salary multiplied by a number equal to 24 minus the number of whole months elapsed from the date of the Change of Control to the Termination Date (the "Multiplier") and (b) Executive's average annual bonus including bonus, in such average any such annual bonus earned (even though such bonus may be paid in each case, during the year following the year in which earned), (computed over the shorter of (x) the period of Executive's employment by the Company or (y) five calendar years each as measured to the day immediately preceding the Termination Date) divided by 12 and multiplied by the Multiplier. (2) The Company shall pay Executive a lump sum amount in cash equal to accrued but unpaid salary and bonus through the Termination Date, and unpaid salary with respect to any vacation days accrued but not taken as of the Termination Date. (3) The Company shall continue to provide Executive Health Care Benefits on terms no less favorable to Executive and his dependents covered thereby (including with respect to any costs borne by Executive) than the greater of (i) the coverage provided on the date of the Charge of Control or (ii) the coverage provided by the Company immediately prior to the Termination Date. Such benefits shall be provided for the beginning on the Termination Date and ending on the first to occur of (i) the date of Executive's employment (including self-employment) in a position providing substantially the same or greater benefits as Executive's assignment with the Company on the Termination Date, or (ii) the second anniversary of the Termination Date. (4) The Company shall pay to Executive a lump sum amount in cash equal to the invested portion of the Company's contributions to Executive's account under any of the Company's plans that are "qualified" under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), to which the Company makes contributions to employee accounts in effect as of the Termination Date (the "Savings Plan"), plus an amount in cash equal to two times an amount equal to the amount of the Company's annual contribution on behalf of Executive pursuant to the Savings Plans as in effect on the date of the Change of Control or the Termination Date, whichever is greater. For purposes of this Section, the Company's matching contributions to the Savings Plans shall be deemed to be at the maximum percentage contribution to which Executive could be entitled under the Savings Plans. In addition, within five days following the Termination Date, Executive shall be paid in cash as amount equal to the Company's matching contributions determined pursuant to the Savings Plans as in effect on the date of the Change of Control or the Termination Date, whichever is greater, which would have accrued to the benefit of Executive had he continued his participation in, and elected to make the maximum contributions under, the Savings Plans for the period of 24 months from the Termination Date or until December 31 of the year in which Executive would reach age 65, whichever is the shorter period. The benefits received by Executive pursuant to this Section are in addition to any benefits that were vested prior to the Termination Date in accordance with the terms of the Savings Plans.

Compensation upon Termination following a Change of Control. In the event that (i) a Change of Control shall have occurred during the term of this Agreement and while Executive is employed by the Company and (ii) the Executive's ’s employment shall be involuntarily terminated for any reason on a date which is less than one year two years after the date of the Change of Control (whether during or after the term of this Agreement) other than for Cause, death or disability or Executive shall terminate his employment for Good Reason, then the Company shall make the following payments to Executive within 15 days following the date of such termination of employment (the "“Termination Date"”), . subject in each case to any applicable payroll or other taxes required to be withheld. (1) The Company shall pay Executive a lump sum amount in cash equal to the sum of (a) Executive's ’s monthly base salary multiplied by a number equal to 24 minus the number of whole months elapsed from the date of the Change of Control to the Termination Date (the "“Multiplier"”) and (b) Executive's ’s average annual bonus including in such average any such annual bonus earned (even though such bonus may be paid in the year following the year in which earned), (computed over the shorter of (x) the period of Executive's ’s employment by the Company or (y) five calendar years each as measured to the day immediately preceding the Termination Date) divided by 12 and multiplied by the Multiplier. In no event, however, shall the multiplier be less than 12. (2) The Company shall pay Executive a lump sum amount in cash equal to accrued but unpaid salary and bonus through the Termination Date, and unpaid salary with respect to any vacation days accrued but not taken as of the Termination Date.

Compensation upon Termination following a Change of Control. In the event that (i) a Change of Control shall have occurred during the term of this Agreement and while Executive is employed by the Company and (ii) the Executive's employment shall be involuntarily terminated for any reason on a date which is less than one year after the date of the Change of Control (whether during or after the term of this Agreement) other than for Cause, death or disability or Executive shall terminate his employment for Good Reason, then the Company shall make the following payments to Executive within 15 days following the date of such termination of employment (the "Termination Date"), subject in each case to any applicable payroll or other taxes required to be withheld. (1) The Company shall pay Executive a lump sum amount in cash equal to the sum of (a) Executive's monthly base salary multiplied by a number equal to 24 minus the number of whole months elapsed from the date of the Change of Control to the Termination Date (the "Multiplier") PROVIDED, HOWEVER, that in no event shall the Multiplier be less than six, and (b) Executive's average annual bonus including in such average any such annual bonus earned (even though such bonus may be paid in the year following the year in which earned), (computed over the shorter of (x) the period of Executive's employment by the Company or (y) five calendar years each as measured to the day immediately preceding the Termination Date) divided by 12 and multiplied by the Multiplier. (2) The Company shall pay Executive a lump sum amount in cash equal to accrued but unpaid salary and bonus through the Termination Date, and unpaid salary with respect to any vacation days accrued but not taken as of the Termination Date.