Common use of Involuntary Termination During Change in Control Period Clause in Contracts

Involuntary Termination During Change in Control Period. If Executive's employment with the Companies terminates as a result of a Change in Control Period Involuntary Termination, then, in addition to any other benefits described in this Agreement, Executive shall receive the following: (i) all compensation and benefits earned under Section 3 through the date of Executive's termination of employment; (ii) a lump sum payment equivalent to the greater of (a) the bonus paid or payable to Executive for the year immediately prior to the year in which the Change in Control occurred and (b) the Target Bonus under the Performance Bonus Plan in effect immediately prior to the year in which the Change in Control occurs; (iii) a lump sum payment equivalent to the remaining Base Salary (as it was in effect immediately prior to the Change in Control) due Executive from the date of Involuntary Termination to the end of the term of this Agreement or one-half of Executive’s Base Salary then in effect, whichever is the greater; and (iv) reimbursement for the cost of medical, life, disability insurance coverage at a level equivalent to that provided by the Companies for a period expiring upon the earlier of: (a) one year; or (b) the time Executive begins alternative employment wherein said insurance coverage is available and offered to Executive. It shall be the obligation of Executive to inform the Parent that new employment has been obtained. Unless otherwise agreed to by Executive at the time of Involuntary Termination, the amount payable to Executive under subsections (i) through (iii), above, shall be paid to Executive in a lump sum within thirty (30) days following Executive's termination of employment. The amounts payable under subsection (iv) shall be paid monthly during the reimbursement period.

Involuntary Termination During Change in Control Period. If Executive's employment with the Companies Company terminates as a result of a Change in Control Period Involuntary Termination, then, in addition to any other benefits described in this Agreement, Executive shall receive the following: (i) all compensation and benefits earned under Section 3 through the date of Executive's termination of employment; (ii) a lump sum payment equivalent to the greater of (a) the bonus paid or payable to Executive under the Performance Bonus Plan for the year immediately prior to the year in which the Change in Control occurred and (b) the Target Bonus under the Performance Bonus Plan in effect immediately prior to the year in which the Change in Control occurs; (iii) a lump sum payment equivalent to the remaining Base Salary (as it was in effect immediately prior to the Change in Control) due Executive from the date of Involuntary Termination to the end of the term of this Agreement or one-half of Executive’s six (6) months Base Salary then in effectSalary, whichever is the greater; and (iv) reimbursement for the cost of medical, life, disability insurance coverage at a level equivalent to that provided by the Companies Company for a period expiring upon the earlier of: (a) one year; or (b) the time Executive begins alternative employment wherein said insurance coverage is available and offered to Executive. It shall be the obligation of Executive to inform the Parent Company that new employment has been obtained. Unless otherwise agreed to by Executive at the time of Involuntary Termination, the amount payable to Executive under subsections (i) through (iii), above, shall be paid to Executive in a lump sum within thirty (30) days following Executive's termination of employment. The amounts payable under subsection (iv) shall be paid monthly during the reimbursement period.

Involuntary Termination During Change in Control Period. If Executive's ’s employment with the Companies Company terminates as a result of a Change in Control Period Involuntary Termination, then, in addition to any other benefits described in this Agreement, Executive shall receive the following: (i) all compensation and benefits earned under Section 3 through the date of Executive's ’s termination of employment; (ii) a lump sum payment equivalent to the greater of (a) the bonus paid or payable to Executive under the Performance Bonus Plan for the year immediately prior to the year in which the Change in Control occurred and (b) the Target Bonus under the Performance Bonus Plan in effect immediately prior to the year in which the Change in Control occurs; (iii) a lump sum payment equivalent to the remaining Base Salary (as it was in effect immediately prior to the Change in Control) due Executive from the date of Involuntary Termination to the end of the term of this Agreement or one-half of Executive’s Base Salary then in effectsix (6) months Salary, whichever is the greater; and (iv) reimbursement for the cost of medical, life, disability insurance coverage at a level equivalent to that provided by the Companies Company for a period expiring upon the earlier of: (a) one year; or (b) the time Executive begins alternative employment wherein said insurance coverage is available and offered to Executive. It shall be the obligation of Executive to inform the Parent Company that new employment has been obtained. Unless otherwise agreed to by Executive at the time of Involuntary Termination, the amount payable to Executive under subsections (i) through (iii), above, shall be paid to Executive in a lump sum within thirty (30) days following Executive's ’s termination of employment. The amounts payable under subsection (iv) shall be paid monthly during the reimbursement period.

Involuntary Termination During Change in Control Period. If Executive's ’s employment with the Companies Company terminates as a result of a Change in Control Period Involuntary Termination, then, in addition to any other benefits described in this Agreement, Executive shall receive the following: (i) all compensation and benefits earned under Section 3 through the date of Executive's termination ’s term of contract and employment; (ii) a lump sum payment equivalent to the greater of (a) the bonus paid or payable to Executive under the Performance Bonus Plan for the year immediately prior to the year in which the Change in Control occurred and (b) the Target Bonus under the Performance Bonus Plan in effect immediately prior to the year in which the Change in Control occurs; (iii) a lump sum payment equivalent to the remaining Base Salary (as it was in effect immediately prior to the Change in Control) due Executive from the date of Involuntary Termination to the end of the term of this Employment Agreement or one-half of Executive’s Base Salary then in effectsix (6) months Salary, whichever is the greater; and (iv) reimbursement for the cost of medical, life, disability insurance coverage at a level equivalent to that provided by the Companies Company for a period expiring upon the earlier of: (a) one year; or (b) the time Executive begins alternative employment wherein said insurance coverage is available and offered to Executive. It shall be the obligation of Executive to inform the Parent Company that new employment has been obtained. Unless otherwise agreed to by Executive at the time of Involuntary Termination, the amount payable to Executive under subsections (i) through (iii), above, shall be paid to Executive in a lump sum within thirty (30) days following Executive's ’s termination of employment. The amounts payable under subsection (iv) shall be paid monthly during the reimbursement period.

Involuntary Termination During Change in Control Period. If Executive's ’s employment with the Companies Company terminates as a result of a Change in Control Period Involuntary Termination, then, in addition to any other benefits described in this Agreement, Executive shall receive the following: (i) all compensation and benefits earned under Section 3 through the date of Executive's ’s termination of employment; (ii) a pro-rata share of the Target Bonus if, and only to the extent that, the Company has met its target performance objectives for the year to date; (iii) a lump sum payment equivalent to [three years’ (for CEO and President)][two years’ (for all other executive officers)] Base Salary (as it was in effect immediately prior to the Change in Control); (iv) a lump sum payment equivalent to the greater of of: (ai) [three times (for CEO and President)][two times (for all other executive officers)] the bonus paid or payable to Executive under the Performance Bonus Plan for the year immediately prior to the year in which the Change in Control occurred occurred; or (ii) [three years’ (for CEO and President)][two years’ (b) the for all other executive officers)] Target Bonus under the Performance Bonus Plan in effect immediately prior to the year in which the Change in Control occurs; (iii) a lump sum payment equivalent to the remaining Base Salary (as it was in effect immediately prior to the Change in Control) due Executive from the date of Involuntary Termination to the end of the term of this Agreement or one-half of Executive’s Base Salary then in effect, whichever is the greater; and (ivv) reimbursement for the cost of medical, life, life and disability insurance coverage at a level equivalent to that provided by the Companies Company for a period expiring upon of the earlier of: (ai) one year[three years (for CEO and President)][two years (for all other executive officers)]; or (bii) the time Executive begins alternative employment wherein said insurance coverage is available and offered to Executiveemployment. It shall be the obligation of Executive to inform the Parent Company that new employment has been obtained. Unless otherwise agreed to by Executive at the time of Involuntary Termination, the The amount payable to Executive under subsections (iii) through (iiiiv), above, shall be paid to Executive in a lump sum within on the later of thirty (30) days following the later of Executive's ’s termination of employmentemployment or the last day following Executive’s execution of the Release or on which Executive may revoke such Release under its terms. The amounts payable under subsection (ivv) shall be paid monthly during the reimbursement period, provided that Executive has executed the Release and any revocation period has run.

Involuntary Termination During Change in Control Period. If Executive's employment with the Companies this Agreement terminates as a result of a Change in Control Period Involuntary Termination, then, in addition to any other benefits described in this Agreement, Executive Consultant shall receive the following: (i) all compensation and benefits earned under Section 3 through the date of Executive's termination of employmentthe Involuntary Termination; (ii) a lump sum payment equivalent to the greater of (a) the bonus paid or payable to Executive Consultant for the year immediately prior to the year in which the Change in Control occurred and (b) the Target Bonus under the Performance Bonus Plan in effect immediately prior to the year in which the Change in Control occurs; (iii) a lump sum payment equivalent to the remaining Base Salary (as it was in effect immediately prior to the Change in Control) due Executive Consultant from the date of Involuntary Termination to the end of the term of this Agreement or one-half of ExecutiveConsultant’s Base Salary then in effect, whichever is the greater; and (iv) reimbursement for the cost of medical, life, disability any medical insurance coverage at a level equivalent pursuant to Section 3(b), provided, however, that provided by the Companies for a period expiring upon shall in no event be required to provide any benefits otherwise required by Section 3(b) after such time as Consultant becomes entitled to receive benefits of the earlier of: same type from another employer or recipient of Consultant’s services (a) one year; such entitlement being determined without regard to any individual waivers or (b) the time Executive begins alternative employment wherein said insurance coverage is available and offered to Executiveother similar arrangements). It shall be the obligation of Executive Consultant to inform the Parent that new employment has benefits have been obtained. Unless otherwise agreed to by Executive Consultant at the time of Involuntary Termination, the amount payable to Executive Consultant under subsections (i) through (iii), above, shall be paid to Executive Consultant in a lump sum within thirty (30) days following Executive's termination of employmentthe Involuntary Termination. The amounts payable under subsection (iv) shall be paid monthly during the reimbursement period.

Involuntary Termination During Change in Control Period. If Executive's ’s employment with the Companies Company terminates as a result of a Change in Control Period Involuntary Termination, then, in addition to any other benefits described in this AgreementAgreement and subject to Executive’s execution of a general release of claims against the Company, Executive shall receive the following: (i) all compensation and benefits earned under Section 3 through the date of Executive's the Company’s termination of Executive’s employment; (ii) a lump sum payment equivalent to the greater of (a) the bonus paid or payable to Executive for the year immediately prior to the year in which the Change in Control occurred and (b) the Target Bonus under the Performance Bonus Plan Plan, if any, in effect immediately prior to the year in which the Change in Control occurs; (iii) a lump sum payment equivalent to the remaining Base Salary (as it was in effect immediately prior to the Change in Control) due Executive from the date of Change in Control Period Involuntary Termination to the end of the term of in this Agreement or one-half of Executive’s Base Salary then in effect, whichever is the greater; and (iv) reimbursement for the cost of medical, life, disability insurance coverage at a level equivalent to that provided by the Companies Company for a period expiring upon the earlier of: (a) one year; or (b) the time Executive begins alternative employment wherein said insurance coverage is available and offered to Executive. It shall be the obligation of Executive to inform the Parent that new employment has been obtained. Unless otherwise agreed to by Executive at the time of Involuntary TerminationExecutive, the amount payable to Executive under subsections (i) through (iii), above, shall be paid to Executive in a lump sum within thirty (30) days following Executive's the Company’s termination of Executive’s employment. The amounts payable under subsection (iv) shall be paid monthly during the reimbursement period.

Involuntary Termination During Change in Control Period. If Executive's employment with the Companies Company terminates as a result of a Change in Control Period Involuntary Termination, then, in addition to any other benefits described in this Agreement, Executive shall receive the following: (i) i. all compensation and benefits earned under Section 3 through the date of Executive's termination of employment; (ii) . a lump sum payment equivalent to the greater of (a) the bonus paid or payable to Executive under the Performance Bonus Plan for the year immediately prior to the year in which the Change in Control occurred and (b) the Target Bonus under the Performance Bonus Plan in effect immediately prior to the year in which the Change in Control occurs; (iii) . a lump sum payment equivalent to the remaining Base Salary (as it was in effect immediately prior to the Change in Control) due Executive from the date of Involuntary Termination to the end of the term of this Agreement or one-half of Executive’s six (6) months Base Salary then in effectSalary, whichever is the greater; and (iv) . reimbursement for the cost of medical, life, disability insurance coverage at a level equivalent to that provided by the Companies Company (if provided) for a period expiring upon the earlier of: (a) one year; or (b) the time Executive begins alternative employment wherein said insurance coverage is available and offered to Executive. It shall be the obligation of Executive to inform the Parent Company that new employment has been obtained. Unless otherwise agreed to by Executive at the time of Involuntary Termination, the amount payable to Executive under subsections (i) through (iii), above, shall be paid to Executive in a lump sum within thirty ninety (3090) days following Executive's termination of employment. The amounts payable under subsection (iv) shall be paid monthly during the reimbursement period.