Common use of Involuntary or Constructive Termination Clause in Contracts

Involuntary or Constructive Termination. In the event that the Executive's employment with the Company or its successor is terminated by the Company or its successor without Cause or by the Executive for Good Reason in connection with or within two years after a Change in Control, the Executive shall be entitled to the following payments and other benefits: (i) A cash payment in an amount equal to the sum of (A) the Executive's accrued and unpaid salary as of his or her date of termination of employment, plus (B) his or her accrued and unpaid bonus, if any, for the Company's prior fiscal year. This amount shall be paid on the date of the Executive's termination of employment. (ii) A cash payment in an amount equal to two (2) times the Executive's Annual Pay. This amount shall be paid by the Company in accordance with Section 2(c) hereof. (iii) A cash payment in an amount equal to the Executive's unvested account balance under the Company's 401(k) plan. (iv) The Executive and his or her eligible dependents shall be entitled for a period of two (2) years following his or her date of termination of employment to continued coverage, on the same basis as similarly situated active employees, under the Company's group health, dental, long-term disability and life insurance plans as in effect from time to time (but not any other welfare benefit plans or any retirement plans); provided that coverage under any particular benefit plan shall expire with respect to the period after the Executive becomes covered under another employer's plan providing for a similar type of benefit. In the event the Company is unable to provide such coverage on account of any limitations under the terms of any applicable contract with an insurance carrier or third party administrator, the Company shall pay the Executive an amount equal to the cost of such coverage. (v) All of the Executive's unvested options to purchase shares of Franklin's common stock shall be automatically vested and shall remain exercisable by the Executive on the same terms (other than vesting provisions) and for the same periods as were in effect prior to termination of the Executive's employment. In the event of any conflict between this provision and the provisions of any stock option award agreements entered into before or after the effective date of this Agreement, the foregoing provision shall control.

Involuntary or Constructive Termination. In the event that the Executive's employment with the Company or its successor is terminated by the Company or its successor without Cause or by the Executive for Good Reason in connection with or within two years after a Change in Control, the Executive shall be entitled to the following payments and other benefits: (i) A cash payment in an amount equal to the sum of (A) the Executive's accrued and unpaid salary as of his or her date of termination of employment, plus (B) his or her accrued and unpaid bonus, if any, for the Company's prior fiscal year. This amount shall be paid on the date of the Executive's termination of employment. (ii) A cash payment in an amount equal to two three (23) times the Executive's Annual Pay. This amount shall be paid by the Company in accordance with Section 2(c2(d) hereof. (iii) A cash payment in an amount equal to the Executive's unvested account balance under the Company's 401(k) plan. (iv) The Executive and his or her eligible dependents shall be entitled for a period of two (2) years following his or her date of termination of employment to continued coverage, on the same basis as similarly situated active employees, under the Company's group health, dental, long-term disability and life insurance plans as in effect from time to time (but not any other welfare benefit plans or any retirement plans); provided that coverage under any particular benefit plan shall expire with respect to the period after the Executive becomes covered under another employer's plan providing for a similar type of benefit. In the event the Company is unable to provide such coverage on account of any limitations under the terms of any applicable contract with an insurance carrier or third party administrator, the Company shall pay the Executive an amount equal to the cost of such coverage. (v) All of the Executive's unvested options to purchase shares of Franklin's common stock shall be automatically vested and shall remain exercisable by the Executive on the same terms (other than vesting provisions) and for the same periods as were in effect prior to termination of the Executive's employment. In the event of any conflict between this provision and the provisions of any stock option award agreements entered into before or after the effective date of this Agreement, the foregoing provision shall control.

Involuntary or Constructive Termination. In the event that the Executive's employment with the Company or its successor is terminated by the Company or its successor without Cause or by the Executive for Good Reason in connection with or within two years after a Change in Control, the Executive shall be entitled to the following payments and other benefits: (i) A cash payment in an amount equal to the sum of (A) the Executive's accrued and unpaid salary as of his or her date of termination of employment, plus (B) his or her accrued and unpaid bonus, if any, for the Company's prior fiscal year. This amount shall be paid on the date of the Executive's termination of employment. (ii) A cash payment in an amount equal to two one (21) times the Executive's Annual Pay. This amount shall be paid by the Company in accordance with Section 2(c) hereof. (iii) A cash payment in an amount equal to the Executive's unvested account balance under the Company's 401(k) plan. (iv) The Executive and his or her eligible dependents shall be entitled for a period of two one (21) years following his or her date of termination of employment to continued coverage, on the same basis as similarly situated active employees, under the Company's group health, dental, long-term disability and life insurance plans as in effect from time to time (but not any other welfare benefit plans or any retirement plans); provided that coverage under any particular benefit plan shall expire with respect to the period after the Executive becomes covered under another employer's plan providing for a similar type of benefit. In the event the Company is unable to provide such coverage on account of any limitations under the terms of any applicable contract with an insurance carrier or third party administrator, the Company shall pay the Executive an amount equal to the cost of such coverage. (v) All of the Executive's unvested options to purchase shares of Franklinthe Company's common stock shall be automatically vested and shall remain exercisable by the Executive on the same terms (other than vesting provisions) and for the same periods as were in effect prior to termination of the Executive's employment. In the event of any conflict between this provision and the provisions of any stock option award agreements entered into before or after the effective date of this Agreement, the foregoing provision shall control.

Involuntary or Constructive Termination. In the event that the Executive's employment with the Company or its successor is terminated by the Company or its successor without Cause or by the Executive for Good Reason in connection with or within two years after a Change in Control, the Executive shall be entitled to the following payments and other benefits: (i) A cash payment in an amount equal to the sum of (A) the Executive's accrued and unpaid salary as of his or her date of termination of employment, plus (B) his or her accrued and unpaid bonus, if any, for the Company's prior fiscal year. This amount shall be paid on the date of the Executive's termination of employment. (ii) A cash payment in an amount equal to two three (23) times the Executive's Annual Pay. This amount shall be paid by the Company in accordance with Section 2(c2(d) hereof. (iii) A cash payment in an amount equal to the Executive's unvested account balance under the Company's 401(k) plan. (iv) The Executive and his or her eligible dependents shall be entitled for a period of two (2) years following his or her date of termination of employment to continued coverage, on the same basis as similarly situated active employees, under the Company's group health, dental, long-term disability and life insurance plans as in effect from time to time (but not any other welfare benefit plans or any retirement plans); provided that coverage under any particular benefit plan shall expire with respect to the period after the Executive becomes covered under another employer's plan providing for a similar type of benefit. In the event the Company is unable to provide such coverage on account of any limitations under the terms of any applicable contract with an insurance carrier or third party administrator, the Company shall pay the Executive an amount equal to the cost of such coverage. (v) All of the Executive's unvested options to purchase shares of Franklinthe Company's common stock shall be automatically vested and shall remain exercisable by the Executive on the same terms (other than vesting provisions) and for the same periods as were in effect prior to termination of the Executive's employment. In the event of any conflict between this provision and the provisions of any stock option award agreements entered into before or after the effective date of this Agreement, the foregoing provision shall control.