Common use of Involuntary Termination by the Company Other Than For Cause or Disability Clause in Contracts

Involuntary Termination by the Company Other Than For Cause or Disability. Following a Change of Control or by the Executive for Good Reason Following a Change of Control. If, during the one year period following a Change in Control, the Company terminates the Executive’s employment without Cause, or the Executive voluntarily terminates his employment for Good Reason, the obligations of the Company and the Parent under this Agreement shall terminate upon such termination except for the obligation to pay or provide to the Executive the following: (i) any Base Salary earned through the date of the Executive’s termination of employment, to the extent theretofore unpaid, (ii) a lump-sum payment equal to two (2) times the sum of Base Salary and the average Annual Bonus Payment paid or payable to the Executive for the three completed years prior to the year of such termination, (iii) a lump-sum payment equal to the Executive’s target Annual Bonus Payment for the year of such termination, (iv) such retirement, incentive and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company or Parent in which the Executive participates, including without limitation the SERP, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans, (v) the continued health and other benefits provided by Article XI of the SERP in the event of a “Termination Following a Change in Control” (as defined in the SERP) whether or not the Executive’s termination constitutes such a termination for purposes of the SERP, and (vi) all outstanding stock options held by the Executive shall become immediately vested and exercisable and shall remain exercisable for a period of 30 days or such longer period as provided under the terms of such option. Each of the payments described in clauses (ii) and (iii) above shall be made within thirty (30) days of the Executive’s termination of employment.

Involuntary Termination by the Company Other Than For Cause or Disability. Following a Change of Control or by the Executive for Good Reason Following a Change of Control. If, during the one year period following a Change in Control, the Company terminates the Executive’s employment without Cause, or the Executive voluntarily terminates his employment for Good Reason, the obligations of the Company and the Parent under this Agreement shall terminate upon such termination except for the obligation to pay or provide to to, or on behalf of, the Executive the following: (i) any Base Salary earned through the date of the Executive’s termination of employment, to the extent theretofore unpaid, (ii) a lump-sum payment equal to two (2) times the sum of Base Salary and the average Annual Bonus Payment paid or payable to the Executive for the three completed years prior to the year of such termination, (iii) a lump-sum payment equal to the Executive’s target Annual Bonus Payment for the year of such termination, (iv) such retirement, incentive and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company or Parent in which the Executive participates, (including without limitation the SERPSERP and SERP Agreement), all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans, (v) the Ex-Xxx Benefits in accordance with the then current practice with respect to such benefits, (vi) the continued health and other benefits provided by Article XI of the SERP in the event of a “Termination Following a Change in Control” (as defined in the SERP) whether or not the Executive’s termination constitutes such a termination for purposes of the SERP, and (vivii) all outstanding stock options held by the Executive shall become immediately vested and exercisable and shall remain exercisable for a period of 30 days or such longer period as provided under the terms of such option. Each of the payments described in clauses (ii) and (iii) above shall be made within thirty (30) days of the Executive’s termination of employment.

Involuntary Termination by the Company Other Than For Cause or Disability. Following a Change of Control or by the Executive for Good Reason Following a Change of Control. If, during the one year period following a Change in Control, the Company terminates the Executive’s employment without Cause, or the Executive voluntarily terminates his employment for Good Reason, the Company’s obligations of the Company and the Parent under this Agreement shall terminate upon such termination except for the Company’s obligation to pay or provide to the Executive the following: (i) any Base Salary earned through the date of the Executive’s termination of employment, to the extent theretofore unpaid, (ii) a lump-sum payment equal to two (2) times the sum of Base Salary and the average Annual Bonus Payment paid or payable to the Executive for the three completed years prior to the year of such termination, (iii) a lump-sum payment equal to the Executive’s target Annual Bonus Payment for the year of such termination, (iv) such retirement, incentive and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company or Parent in which the Executive participates, including without limitation the SERP, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans, (v) the continued health and other benefits provided by Article XI of the SERP in the event of a “Termination Following a Change in Control” (as defined in the SERP) whether or not the Executive’s termination constitutes such a termination for purposes of the SERP, and (vi) all outstanding stock options held by the Executive shall become immediately vested and exercisable and shall remain exercisable for a period of 30 days or such longer period as provided under the terms of such option. Each of the payments described in clauses (ii) and (iii) above shall be made within thirty (30) days of the Executive’s termination of employment.