Common use of EMPLOYMENT TERMINATIONS IN CONNECTION WITH A CHANGE IN CONTROL Clause in Contracts

EMPLOYMENT TERMINATIONS IN CONNECTION WITH A CHANGE IN CONTROL. In the event of a Qualifying Termination (as defined below) during a Change of Control Period, the Company shall pay to the Executive and provide him with benefits in lieu of the benefits which otherwise would have been payable under this Agreement such that the total benefits payable to the Executive shall be as follows: (a) A lump sum amount equal to three (3) times the highest rate of the Executive's annualized Base Salary rate in effect at any time up to and including the effective date of termination; (b) A lump sum amount equal to three (3) times the higher of the Executive's Bonus for the last fiscal year prior to the Change in Control or the average annual Bonus paid to the Executive for the last three (3) fiscal years prior to the Change in Control; (c) An amount equal to the Executive's unpaid Base Salary and pro rata Bonus through the effective date of termination, determined as provided in Section 6.4; and, (d) A continuation of health and welfare benefits, including enrollment in the Mayo Clinic Executive Health Program, for twelve (12) full months from the effective date of termination. If for any reason the Company is unable to continue such benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 7.1 will count against, and will not extend, the period during which benefits are required to be continued under COBRA. The continuation of these welfare benefits may be discontinued by the Company prior to the end of the twelve (12) month period in the event the Executive has available substantially similar benefits from a subsequent employer, as determined by the Company's Board of Directors. For purposes of this Section 7, a Qualifying Termination shall mean any termination of the Executive's employment other than: (1) by the Company for Cause; (2) by reason of death, Disability or Retirement; or (3) by the Executive without Good Reason. Payment of any lump sum amounts pursuant to this Section 7.1 will be made within sixty (60) days after the effective date of the termination of the Executive's Employment.

EMPLOYMENT TERMINATIONS IN CONNECTION WITH A CHANGE IN CONTROL. In the event of a Qualifying Termination (as defined below) during within six (6) full calendar months prior to the effective date of a Change in Control, or within two years following the effective date of Control Perioda Change in Control, then in lieu of all other benefits provided to the Executive under the provisions of this Agreement (other than the first sentence of Section 4.4 herein and without derogation of his rights to receive vested benefits under the Company's Amended 1982 Long Term Incentive Plan and the plan or plans described in Section 4.3 herein), the Company shall pay to the Executive and provide him with the following severance benefits in lieu of (hereinafter referred to as the benefits which otherwise would have been payable under this Agreement such that the total benefits payable to the Executive shall be as follows:"Severance Benefits"): (a) A lump sum An amount equal to three (3) times the highest rate of the Executive's annualized Base Salary rate in effect at any time up to and including the effective date of termination; (b) A lump sum An amount equal to three (3) times the higher of greater of: (i) the Executive's Bonus for the last fiscal year prior to the Change in Control or the average annual Bonus paid to bonus earned over the Executive for the last three (3) fiscal years prior to the Change in ControlControl (whether or not deferred); or (ii) the Executive's target bonus established for the fiscal year in which the Executive's effective date of termination occurs; (c) An amount equal to the Executive's unpaid Base Salary and pro rata Bonus accrued vacation pay through the effective date of termination, determined as provided in Section 6.4; and,; (d) A continuation of health the welfare benefits of medical insurance, dental insurance, and welfare benefits, including enrollment in the Mayo Clinic Executive Health Program, life insurance for twelve three (123) full months from years after the effective date of termination. If for any reason the Company is unable to continue such These benefits as required by the preceding sentence, the Company shall either provide equivalent benefits be provided to the Executive or pay to at the same premium cost, and at the same coverage level, as in effect as of the Executive's effective date of termination. However, in the event the premium cost and/or level of coverage shall change for all employees of the Company, the cost and/or coverage level, likewise, shall change for the Executive in a lump sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 7.1 will count against, and will not extend, the period during which benefits are required to be continued under COBRAcorresponding manner. The continuation of these welfare benefits may shall be discontinued by the Company prior to the end of the twelve three (123) month year period in the event the Executive has available substantially similar benefits from a subsequent employer, as determined by the Company's Board of DirectorsDirectors or the Board's designee. (e) A lump-sum cash payment of the actuarial present value equivalent of the aggregate benefits accrued by the Executive as of the effective date of termination under the terms of any and all supplemental retirement plans in which the Executive participates (subject to the provisions of the second sentence of Section 4.4 herein). For this purpose, such benefits shall be calculated under the assumption that the Executive's employment continued following the effective date of termination for three (3) full years (i.e., three (3) additional years of age and service credits shall be added); provided, however, that for purposes of determining "final average pay" under such programs, the Executive's actual pay history as of the effective date of termination shall be used. (f) A lump-sum cash payment of the entire balance of the Executive's compensation which has been deferred under the Company's nonqualified deferred compensation plan(s) together with all interest that has been credited with respect to such deferred compensation balance. For purposes of this Section Article 7, a Qualifying Termination shall mean any termination of the Executive's employment other thanOTHER THAN: (1) by the Company for CauseCause (as provided in Section 6.5 herein); (2) by reason of death, Disability (as provided in Section 6.2 herein), or Retirementvoluntary retirement; provided, however, that a termination which qualifies as a retirement and which occurs within the thirty (30) day period described in clause (3) of this Section 7.1 below will be deemed to be a Qualifying Termination); or (3) by the Executive without Good Reason. Payment Reason (as provided in Section 6.6 herein, but specifically excluding voluntary terminations within the period beginning on the first anniversary of any lump sum amounts pursuant to this Section 7.1 will be made within sixty (60) days after the effective date of the Change in Control and ending thirty (30) days after such date--i.e., any voluntary termination of by the Executive's EmploymentExecutive within such period shall be deemed to be a Qualifying Termination).

EMPLOYMENT TERMINATIONS IN CONNECTION WITH A CHANGE IN CONTROL. In the event of a Qualifying Termination (as defined below) during a Change of in Control Period, the Company shall pay to the Executive and provide him her with benefits in lieu of the benefits which otherwise would have been payable under this Agreement such that the total benefits payable to the Executive shall be as follows: (a) A lump sum amount equal to three one and a half (31.5) times the highest rate of the Executive's ’s annualized Base Salary rate in effect at any time up to and including the effective date of termination; (b) A lump sum amount equal to three (3) times the higher of the Executive's Bonus for the last fiscal year prior to the Change in Control or the average annual Bonus paid to the Executive for the last three (3) fiscal years prior to the Change in Control; (c) An amount equal to the Executive's ’s unpaid Base Salary and pro rata Bonus through the effective date of termination, determined as provided in Section 6.4; and, (d) A continuation of health and welfare benefits, including enrollment in the Mayo Clinic Executive Health Program, benefits for twelve twenty-four (1224) full months from the effective date of termination. If for any reason the Company is unable to continue such health and welfare benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 7.1 will count against, and will not extend, the period during which benefits are required to be continued under COBRA. The continuation of these welfare benefits may be discontinued by the Company prior to the end of the twelve twenty-four (1224) month period in the event the Executive has available substantially similar benefits from a subsequent employer, as determined by the Company's Board of DirectorsBoard. For purposes of this Section 7, a “Qualifying Termination Termination” shall mean any termination of the Executive's ’s employment other than: (1) by the Company for Cause; (2) by reason of death, Disability or Retirement; or (3) by the Executive without Good Reason. Payment of any lump sum amounts pursuant to this Section 7.1 will be made within sixty (60) days after the effective date of the termination of the Executive's Employment’s employment.

EMPLOYMENT TERMINATIONS IN CONNECTION WITH A CHANGE IN CONTROL. In the event of a Qualifying Termination (as defined below) during a Change of in Control Period, the Company shall pay to the Executive and provide him with benefits in lieu of the benefits which otherwise would have been payable under this Agreement such that the total benefits payable to the Executive shall be as follows: (a) A lump sum amount equal to three two (32) times the highest rate of the Executive's ’s annualized Base Salary rate in effect at any time up to and including the effective date of termination; (b) A lump sum amount equal to three (3) times the higher of the Executive's Bonus for the last fiscal year prior to the Change in Control or the average annual Bonus paid to the Executive for the last three (3) fiscal years prior to the Change in Control; (c) An amount equal to the Executive's ’s unpaid Base Salary and pro rata Bonus through the effective date of termination, determined as provided in Section 6.4; and, (d) A continuation of health and welfare benefits, including enrollment in the Mayo Clinic Executive Health Program, benefits for twelve twenty-four (1224) full months from the effective date of termination. If for any reason the Company is unable to continue such health and welfare benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 7.1 will count against, and will not extend, the period during which benefits are required to be continued under COBRA. The continuation of these welfare benefits may be discontinued by the Company prior to the end of the twelve twenty-four (1224) month period in the event the Executive has available substantially similar benefits from a subsequent employer, as determined by the Company's Board of DirectorsBoard. For purposes of this Section 7, a “Qualifying Termination Termination” shall mean any termination of the Executive's ’s employment other than: (1) by the Company for Cause; (2) by reason of death, Disability or Retirement; or (3) by the Executive without Good Reason. Payment of any lump sum amounts pursuant to this Section 7.1 will be made within sixty (60) days after the effective date of the termination of the Executive's Employment’s employment.

EMPLOYMENT TERMINATIONS IN CONNECTION WITH A CHANGE IN CONTROL. In the event of a Qualifying Termination (as defined below) during within six (6) full calendar months prior to the effective date of a Change in Control, or within twenty-four (24) months following the effective date of Control Perioda Change in Control, then in lieu of all other benefits provided to the Executive under the provisions of this Agreement, the Company shall pay to the Executive and provide him with the following severance benefits in lieu of (hereinafter referred to as the benefits which otherwise would have been payable under this Agreement such that the total benefits payable to the Executive shall be as follows:"Severance Benefits"): (a) A lump sum An amount equal to three (3) times the highest rate of the Executive's annualized Base Salary rate in effect at any time up to and including the effective date of termination; (b) A lump sum An amount equal to three (3) times the higher of the Executive's Bonus for the last fiscal year prior to the Change in Control or the average annual Bonus paid to bonus earned over the Executive for the last three (3) fiscal years prior to the Change in ControlControl (whether or not deferred), plus whichever of the following applies: (i) $150,000 if such termination occurs prior to Xxxxx 0, 0000, (xx) $100,000 if such termination occurs on or subsequent to April 1, 1998 but prior to Xxxxx 0, 0000, (xxx) $50,000 if such termination occurs on or subsequent to April 1, 1999 but prior to April 1, 2000; (c) An amount equal to the Executive's unpaid Base Salary and pro rata Bonus accrued vacation pay through the effective date of termination (for purposes of this Agreement there will be no limit on the amount of vacation which may be accrued notwithstanding Company policies to the contrary); (d) An amount equal to the Executive's unpaid targeted annual bonus, established for the plan year in which the Executive's effective date of termination occurs, adjusted for the Company's performance through the date of termination, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the effective date of termination, determined as provided in Section 6.4; and,and the denominator of which is three hundred sixty-five (365); (de) A continuation of health and the welfare benefits, including enrollment benefits in the Mayo Clinic Executive Health Program, effect for twelve three (123) full months from years after the effective date of termination. If for any reason the Company is unable to continue such These benefits as required by the preceding sentence, the Company shall either provide equivalent benefits be provided to the Executive or pay to at the same premium cost, and at the same coverage level, as in effect as of the Executive's effective date of termination. However, in the event the premium cost and/or level of coverage shall change for all employees of the Company, the cost and/or coverage level, likewise, shall change for the Executive in a lump sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 7.1 will count against, and will not extend, the period during which benefits are required to be continued under COBRAcorresponding manner. The continuation of these welfare benefits may shall be discontinued by the Company prior to the end of the twelve three (123) month year period in the event the Executive has available substantially similar benefits from a subsequent employer, as determined by the Company's Board of DirectorsDirectors or the Board's designee; (f) A lump-sum cash payment of the actuarial present value equivalent of the aggregate benefits accrued by the Executive as of the effective date of termination under the terms of any and all supplemental retirement plans in which the Executive participates. For this purpose, such benefits shall be calculated under the assumption that the Executive's employment continued following the effective date of termination for three (3) full years (i.e., three (3) additional years of age and service credits shall be added); provided, however, that for purposes of determining "final average pay" under such programs, the Executive's actual pay history as of the effective date of termination shall be used; (g) A lump-sum cash payment of the entire balance of the Executive's compensation which has been deferred under the Company's nonqualified deferred compensation plan(s) together with all interest that has been credited with respect to such deferred compensation balance; (h) A lump-sum cash payment of all amounts owed to the Employee under the Deferred Compensation Plan computed as if the Employee had continued to participate in the Deferred Compensation Plan and received a deemed credit thereunder for an additional period equal to the greater of (A) the number of full and partial years remaining under the term of this Agreement or (B) three (3) years, within five (5) days of the Date of Termination. For purposes of this Section 7, a Qualifying Termination shall mean any termination of the Executive's employment other thanOTHER THAN: (1) by the Company for CauseCause (as provided in Section 6.6 herein); (2) by reason of death, Disability (as provided in Section 6.2 herein), or RetirementRetirement (as such term is then defined in the Company's tax qualified defined benefit retirement plan; provided that a termination which qualifies as a Retirement and which occurs within the thirty (30) day period described in subparagraph (3) of this Section 7.1 will be deemed to be a Qualifying Termination); or (3) by the Executive without Good Reason. Payment Reason (as provided in Section 6.7 herein, but specifically excluding voluntary terminations within the period beginning on the first anniversary of any lump sum amounts pursuant to this Section 7.1 will be made within sixty (60) days after the effective date of the Change in Control and ending thirty (30) days after such date, any voluntary termination of by the Executive's EmploymentExecutive within such period shall be deemed to be a Qualifying Termination).

EMPLOYMENT TERMINATIONS IN CONNECTION WITH A CHANGE IN CONTROL. In the event of a Qualifying Termination (as defined below) during a Change of in Control Period, the Company shall pay to the Executive and provide him with benefits in lieu of the benefits which otherwise would have been payable under this Agreement such that the total benefits payable to the Executive shall be as follows: (a) A lump sum amount equal to three one and a half (31.5) times the highest rate of the Executive's ’s annualized Base Salary rate in effect at any time up to and including the effective date of termination; (b) A lump sum amount equal to three (3) times the higher of the Executive's Bonus for the last fiscal year prior to the Change in Control or the average annual Bonus paid to the Executive for the last three (3) fiscal years prior to the Change in Control; (c) An amount equal to the Executive's ’s unpaid Base Salary and pro rata Bonus through the effective date of termination, determined as provided in Section 6.4; and, (d) A continuation of health and welfare benefits, including enrollment in the Mayo Clinic Executive Health Program, benefits for twelve twenty-four (1224) full months from the effective date of termination. If for any reason the Company is unable to continue such health and welfare benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 7.1 will count against, and will not extend, the period during which benefits are required to be continued under COBRA. The continuation of these welfare benefits may be discontinued by the Company prior to the end of the twelve twenty-four (1224) month period in the event the Executive has available substantially similar benefits from a subsequent employer, as determined by the Company's Board of DirectorsBoard. For purposes of this Section 7, a “Qualifying Termination Termination” shall mean any termination of the Executive's ’s employment other than: (1) by the Company for Cause; (2) by reason of death, Disability or Retirement; or (3) by the Executive without Good Reason. Payment of any lump sum amounts pursuant to this Section 7.1 will be made within sixty (60) days after the effective date of the termination of the Executive's Employment’s employment.