Common use of Event of Termination in Connection With a Change of Control Clause in Contracts

Event of Termination in Connection With a Change of Control. If during ----------------------------------------------------------- the term of this Agreement and within one (1) year immediately following a - Change of Control or within six (6) months immediately prior to such Change of - Control: (i) Employee's employment with Employer under this Agreement is terminated by an Event of Termination; or (ii) the status, character, capacity, and circumstances of Employee's employment as provided in paragraphs 2 and 3 of this Agreement have been materially altered by Employer whether by a reduction in salary, responsibilities, authority, or benefits, and Employee voluntary terminates the employment contemplated by this Agreement for that reason; then Employer shall pay to Employee, or in the event of his subsequent death, to his designated beneficiary or beneficiaries, or to his estate, as the case may be, as liquidated damages, in lieu of all other claims, a severance payment equal to Employee's then current Base Salary plus any Incentive Compensation paid to Employee during the immediately preceding twelve (12) months, to be paid -- in full on the last day of the month following the date of said Event of Termination or Employee's voluntary termination under (ii) above. In no event shall the total compensation paid to Employee upon the termination of his

Event of Termination in Connection With a Change of Control. If during If, ----------------------------------------------------------- the term of this Agreement and within one six (16) year months immediately following a - Change of Control or within six - three (63) months immediately prior to such Change of - Control: (i) , Employee's - employment with Employer under this Agreement Employers is terminated by an Event of Termination; Employers or (ii) the status, character, capacity, and circumstances of Employee's employment as provided in paragraphs 2 and 3 of this Agreement have been materially altered by Employer the Employers whether by a reduction in salary, responsibilities, authority, or benefits, and Employee voluntary terminates then the employment contemplated by this Agreement for that reason; then Employer Employers shall pay to Employee, or in the event of his her subsequent death, to his her designated beneficiary or beneficiaries, or to his her estate, as the case may be, shall receive, as liquidated damages, in lieu of all other claims, a severance payment equal to one half ( 1/2) of Employee's then current Base Salary annual salary plus one half ( 1/2) of any Incentive Compensation incentive compensation paid to Employee during the immediately preceding twelve (12) months, to be paid -- in full on the -- last day of the month following the date of said Event of Termination or Employee's voluntary termination under (ii) abovetermination. The responsibility for making such severance payment shall be allocated among Employers in whatever manner they deem appropriate. In no event shall the total compensation paid to Employee upon the termination of hisher employment in connection with a Change of Control exceed the amount permitted by Section 280G of the Internal Revenue Code (as amended) or three times Employee's average annual compensation.

Event of Termination in Connection With a Change of Control. If during ----------------------------------------------------------- the term of this Agreement and within one (1) year immediately following a - Change of Control or within six (6) months immediately prior to such Change of - Control: (i) Employee's employment with Employer under this Agreement is terminated by an Event of Termination; or (ii) the status, character, capacity, and circumstances of Employee's employment as provided in paragraphs 2 and 3 of this Agreement have been materially altered by Employer or the Company whether by a reduction in salary, responsibilities, authority, or benefits, and Employee voluntary terminates the employment contemplated by this Agreement for that reason; then Employer and/or the Company shall pay to Employee, or in the event of his subsequent death, to his designated beneficiary or beneficiaries, or to his estate, as the case may be, as liquidated damages, in lieu of all other claims, a severance payment equal to three (3) times Employee's then current Base Salary - plus any Incentive Compensation paid to Employee during the immediately preceding twelve (12) months, to be paid -- in full on the last day of the month -- following the date of said Event of Termination or Employee's voluntary termination under (ii) above. In no event shall the total compensation paid to Employee upon payment(s) described in this paragraph 7(c) exceed the termination amount permitted by Section 280G of histhe Internal Revenue Code (as amended). Therefore, if the aggregate present value (determined as of the date of the Change

Event of Termination in Connection With a Change of Control. If ----------------------------------------------------------- during ----------------------------------------------------------- the term of this Agreement and within one (1) year immediately - following a - Change of Control or within six (6) months immediately prior to - such Change of - Control: (i) Employee's employment with Employer Employers under this Agreement is terminated by an Event of Termination; or or (ii) the status, character, capacity, and circumstances of Employee's employment as provided in paragraphs 2 and 3 of this Agreement have been materially and adversely altered by Employer Employers whether by a reduction in salary, responsibilities, authority, or benefits, and Employee voluntary terminates the employment contemplated by this Agreement for that reason; then Employer Employers shall pay to Employee, or in the event of his subsequent death, to his designated beneficiary or beneficiaries, or to his estate, as the case may be, as liquidated damages, in lieu of all other claims, a severance payment equal to to one and a half (1 1/2) times Employee's then current Base Salary plus any Incentive Compensation paid to Employee during the immediately preceding twelve (12) monthsTotal Compensation, to be paid -- in full on the last day of the month following the date of said Event of Termination or Employee's voluntary termination under (ii) above. In no event shall the total compensation paid to Employee upon the termination of hishis employment in connection with a Change of Control exceed the amount permitted by

Event of Termination in Connection With a Change of Control. If during If, ----------------------------------------------------------- the term of this Agreement and within one six (16) year months immediately following a - Change of Control or within six - three (63) months immediately prior to such Change of - Control: (i) , Employee's - employment with Employer under this Agreement Employers is terminated by an Event of Termination; Employers or (ii) the status, character, capacity, and circumstances of Employee's employment as provided in paragraphs 2 and 3 of this Agreement have been materially altered by Employer the Employers whether by a reduction in salary, responsibilities, authority, or benefits, and Employee voluntary terminates then the employment contemplated by this Agreement for that reason; then Employer Employers shall pay to Employee, or in the event of his subsequent death, to his designated beneficiary or beneficiaries, or to his estate, as the case may be, shall receive, as liquidated damages, in lieu of all other claims, a severance payment equal to one half ( 1/2) of Employee's then current Base Salary annual salary plus one half ( 1/2) of any Incentive Compensation incentive compensation paid to Employee during the immediately preceding twelve (12) months, to be paid -- in full on the -- last day of the month following the date of said Event of Termination or Employee's voluntary termination under (ii) abovetermination. The responsibility for making such severance payment shall be allocated among Employers in whatever manner they deem appropriate. In no event shall the total compensation paid to Employee upon the termination of hishis employment in connection with a Change of Control exceed the amount permitted by Section 280G of the Internal Revenue Code (as amended) or three times Employee's average annual compensation.

Event of Termination in Connection With a Change of Control. If If, ----------------------------------------------------------- during ----------------------------------------------------------- the term of this Agreement and within one (1) year immediately - following a - Change of Control or within six (6) months immediately prior - to such Change of - Control: (i) Employee's employment with Employer under this Agreement is terminated by an Event of Termination; or or (ii) the status, character, capacity, and circumstances of Employee's employment as provided in paragraphs 2 and 3 of this Agreement have been materially altered by Employer whether by a reduction in salary, responsibilities, authority, or benefits, and Employee voluntary terminates the employment contemplated by this Agreement for that reason; then Employer shall pay to Employee, or in the event of his her subsequent death, to his her designated beneficiary or beneficiaries, or to his her estate, as the case may be, as liquidated damages, in lieu of all other claims, a severance payment equal to Employee's then current Base Salary plus any Incentive Compensation paid to Employee during the immediately preceding twelve (12) monthsTotal Compensation, to be paid -- in full on the last day of the month following the date of said Event of Termination or Employee's voluntary termination under (ii) above. In no event shall the total compensation paid to Employee upon the termination of hisher employment in connection with a Change of Control exceed the amount permitted by Section 280G of the Internal Revenue Code (as amended) or three times Employee's average annual compensation. Employee's average annual compensation shall be based on the most recent five taxable years ending before the Change of Control (or the period during which Employee was employed by Employer if Employee has been employed by Employer for less than five years).

Event of Termination in Connection With a Change of Control. If during ----------------------------------------------------------- the term of this Agreement and within one (1) year immediately following a - Change of Control or within six (6) months immediately prior to such Change of - Control: (i) Employee's employment with Employer under this Agreement is terminated by an Event of Termination; or (ii) the status, character, capacity, and circumstances of Employee's employment as provided in paragraphs 2 and 3 of this Agreement have been materially altered by Employer whether by a reduction in salary, responsibilities, authority, or benefits, and Employee voluntary terminates the employment contemplated by this Agreement for that reason; then Employer shall pay to Employee, or in the event of his subsequent death, to his designated beneficiary or beneficiaries, or to his estate, as the case may be, as liquidated damages, in lieu of all other claims, a severance payment equal to Employee's then current Base Salary plus any Incentive Compensation paid to Employee during the immediately preceding twelve (12) months, to be paid -- in full on the last day of the month following the date of said Event of Termination or Employee's voluntary termination under (ii) above. In no event shall the total compensation paid to Employee upon the termination of hishis employment in connection with a Change of Control exceed the amount permitted by Section 280G of the Internal Revenue Code (as amended) or three times Employee's average annual