Common use of INVOLUNTARY TERMINATION FOLLOWING CHANGE IN CONTROL Clause in Contracts

INVOLUNTARY TERMINATION FOLLOWING CHANGE IN CONTROL. If during the term of this Agreement the Company shall be subject to a Change in Control (as defined below) and within twelve (12) months thereafter (i) the Company or its successor terminates the employment of Executive involuntarily and without Business Reasons or (ii) a Constructive Termination occurs, then Executive shall be entitled to receive the following: (A) Base Salary and vacation accrued through the Termination Date plus continued Base Salary for a period of two (2) years following the Termination Date, payable in accordance with the Company's regular payroll schedule as in effect from time to time, (B) any bonus payment previously fixed and declared by the Board or its Compensation Committee on behalf of Executive and not previously paid to Executive, (C) acceleration in full of vesting of all outstanding stock options held by Executive (and in this regard all options held by Executive shall remain exercisable for ninety (90) days following the Termination Date (or such longer period as may be provided in the applicable stock option plan or agreement)), (D) forgiveness by the Company of all outstanding principal and interest due to the Company under indebtedness incurred by Executive to purchase shares of capital stock of the Company, (E) continuation of group health benefits pursuant to the Company's standard programs as in effect from time to time (or continuation of substantially similar benefits through a third party carrier, at the Company's election) for a period of not less than 18 months (or such longer period as may be required by COBRA), provided that Executive makes the necessary conversion, with the cost of such coverage to be paid by the Company for 18 months and by Executive for any period beyond 18 months, and (F) no other compensation, severance or other benefits. Notwithstanding the foregoing, however, the Company shall not be required to continue to pay the Base Salary specified in clause (A) hereof for any period following the Termination Date if Executive violates the noncompetition agreement set forth in Section 13 during the three (3) year period following the Termination Date, and in such event Executive shall be obligated to repay to the Company any amounts previously received pursuant to clause (A) hereof, to the extent the same relates to any period following the Termination Date.

INVOLUNTARY TERMINATION FOLLOWING CHANGE IN CONTROL. If during In the term event that upon or within eighteen (18) months following the effective date of this Agreement the Company Change in Control, the Participant’s Service terminates due to Involuntary Termination, then all Earned Units that have not previously become Vested Units, if any, shall be subject deemed Vested Units effective as of the effective date of the Participant’s Involuntary Termination (as determined in accordance with Section 9.4) and shall be settled in accordance with Section 6, treating the date of the Participant’s termination of Service as the Vesting Date, and provided that payment for each Vested Unit shall be made in the amount and in the form of the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a Share on the effective date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares). Vested Units vested as defined below) and within twelve (12) months thereafter (i) a result of the Company or its successor terminates the employment of Executive involuntarily and without Business Reasons or (ii) a Constructive Participant’s Involuntary Termination occurs, then Executive shall be entitled to receive the following: (A) Base Salary and vacation accrued through the Termination Date plus continued Base Salary for a period of two (2) years following the Termination Date, payable settled in accordance with Section 6 on the Company's regular payroll schedule as in effect from time to time, (B) any bonus payment previously fixed and declared by the Board or its Compensation Committee on behalf of Executive and not previously paid to Executive, (C) acceleration in full of vesting of all outstanding stock options held by Executive (and in this regard all options held by Executive shall remain exercisable for ninety (90) days 60th day following the Termination Date (date of the Participant’s termination of employment or such longer period as service provided that the Participant has signed a full general release in a form prepared by or otherwise acceptable to Company, releasing all claims, known or unknown, that the Participant may be provided have against Company and its officers, directors, employees and affiliated companies, arising out of or in the applicable stock option plan or agreement)), (D) forgiveness by the Company of all outstanding principal and interest due any way related to the Participant’s employment or service or termination of employment or service with Company under indebtedness incurred by Executive to purchase shares and the period for revocation, if any, of capital stock such release has lapsed on or before such 60th day without the release having been revoked. In the event that such release does not become effective in accordance with its terms on or before the 60th day following the date of the Company, (E) continuation Participant’s termination of group health benefits pursuant to the Company's standard programs as in effect from time to time (employment or continuation of substantially similar benefits through a third party carrier, at the Company's election) for a period of not less than 18 months (or such longer period as may be required by COBRA), provided that Executive makes the necessary conversion, with the cost of such coverage to be paid by the Company for 18 months and by Executive for any period beyond 18 months, and (F) no other compensation, severance or other benefits. Notwithstanding the foregoing, howeverservice, the Company Participant shall not be required to continue to pay forfeit, without compensation therefor, any Earned Units that were deemed vested as a result of the Base Salary specified in clause (A) hereof for any period following the Termination Date if Executive violates the noncompetition agreement set forth in Section 13 during the three (3) year period following the Termination Date, and in such event Executive shall be obligated to repay to the Company any amounts previously received pursuant to clause (A) hereof, to the extent the same relates to any period following the Termination DateParticipant’s Involuntary Termination.

INVOLUNTARY TERMINATION FOLLOWING CHANGE IN CONTROL. If during In the term event that upon or within eighteen (18) months following the effective date of this Agreement the Company Change in Control, the Participant’s Service terminates due to Involuntary Termination, then all Eligible Units that have not previously become Vested Units, if any, shall be subject deemed Vested Units effective as of the effective date of the Participant’s Involuntary Termination (as determined in accordance with Section 9.4) and shall be settled in accordance with Section 6, treating the date of the Participant’s termination of Service as the Vesting Date, and provided that payment for each Vested Unit shall be made in the amount and in the form of the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a Share on the effective date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares). Eligible Units vested as defined below) and within twelve (12) months thereafter (i) a result of the Company or its successor terminates the employment of Executive involuntarily and without Business Reasons or (ii) a Constructive Participant’s Involuntary Termination occurs, then Executive shall be entitled to receive the following: (A) Base Salary and vacation accrued through the Termination Date plus continued Base Salary for a period of two (2) years following the Termination Date, payable settled in accordance with Section 6 on the Company's regular payroll schedule as in effect from time to time, (B) any bonus payment previously fixed and declared by the Board or its Compensation Committee on behalf of Executive and not previously paid to Executive, (C) acceleration in full of vesting of all outstanding stock options held by Executive (and in this regard all options held by Executive shall remain exercisable for ninety (90) days 60th day following the Termination Date (date of the Participant’s termination of employment or such longer period as service provided that the Participant has signed a full general release in a form prepared by or otherwise acceptable to Company, releasing all claims, known or unknown, that the Participant may be provided have against Company and its officers, directors, employees and affiliated companies, arising out of or in the applicable stock option plan or agreement)), (D) forgiveness by the Company of all outstanding principal and interest due any way related to the Participant’s employment or service or termination of employment or service with Company under indebtedness incurred by Executive to purchase shares and the period for revocation, if any, of capital stock such release has lapsed on or before such 60th day without the release having been revoked. In the event that such release does not become effective in accordance with its terms on or before the 60th day following the date of the Company, (E) continuation Participant’s termination of group health benefits pursuant to the Company's standard programs as in effect from time to time (employment or continuation of substantially similar benefits through a third party carrier, at the Company's election) for a period of not less than 18 months (or such longer period as may be required by COBRA), provided that Executive makes the necessary conversion, with the cost of such coverage to be paid by the Company for 18 months and by Executive for any period beyond 18 months, and (F) no other compensation, severance or other benefits. Notwithstanding the foregoing, howeverservice, the Company Participant shall not be required to continue to pay forfeit, without compensation therefor, any Eligible Units that were deemed vested as a result of the Base Salary specified in clause (A) hereof for any period following the Termination Date if Executive violates the noncompetition agreement set forth in Section 13 during the three (3) year period following the Termination Date, and in such event Executive shall be obligated to repay to the Company any amounts previously received pursuant to clause (A) hereof, to the extent the same relates to any period following the Termination DateParticipant’s Involuntary Termination.

INVOLUNTARY TERMINATION FOLLOWING CHANGE IN CONTROL. If during In the term event that upon or within eighteen (18) months following the effective date of this Agreement the Company Change in Control, the Participant’s Service terminates due to Involuntary Termination, then all Earned Units that have not previously become Vested Units, if any, shall be subject deemed Vested Units effective as of the effective date of the Participant’s Involuntary Termination (as determined in accordance with Section 9.4) and shall be settled in accordance with Section 6, treating the date of the Participant’s termination of Service as the Vesting Date, and provided that payment for each Vested Unit shall be made in the amount and in the form of the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a Share on the effective date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares). Earned Units vested as defined below) and within twelve (12) months thereafter (i) a result of the Company or its successor terminates the employment of Executive involuntarily and without Business Reasons or (ii) a Constructive Participant’s Involuntary Termination occurs, then Executive shall be entitled to receive the following: (A) Base Salary and vacation accrued through the Termination Date plus continued Base Salary for a period of two (2) years following the Termination Date, payable settled in accordance with Section 6 on the Company's regular payroll schedule as in effect from time to time, (B) any bonus payment previously fixed and declared by the Board or its Compensation Committee on behalf of Executive and not previously paid to Executive, (C) acceleration in full of vesting of all outstanding stock options held by Executive (and in this regard all options held by Executive shall remain exercisable for ninety (90) days 60th day following the Termination Date (date of the Participant’s termination of employment or such longer period as service provided that the Participant has signed a full general release in a form prepared by or otherwise acceptable to Company, releasing all claims, known or unknown, that the Participant may be provided have against Company and its officers, directors, employees and affiliated companies, arising out of or in the applicable stock option plan or agreement)), (D) forgiveness by the Company of all outstanding principal and interest due any way related to the Participant’s employment or service or termination of employment or service with Company under indebtedness incurred by Executive to purchase shares and the period for revocation, if any, of capital stock such release has lapsed on or before such 60th day without the release having been revoked. In the event that such release does not become effective in accordance with its terms on or before the 60th day following the date of the Company, (E) continuation Participant’s termination of group health benefits pursuant to the Company's standard programs as in effect from time to time (employment or continuation of substantially similar benefits through a third party carrier, at the Company's election) for a period of not less than 18 months (or such longer period as may be required by COBRA), provided that Executive makes the necessary conversion, with the cost of such coverage to be paid by the Company for 18 months and by Executive for any period beyond 18 months, and (F) no other compensation, severance or other benefits. Notwithstanding the foregoing, howeverservice, the Company Participant shall not be required to continue to pay forfeit, without compensation therefor, any Earned Units that were deemed vested as a result of the Base Salary specified in clause (A) hereof for any period following the Termination Date if Executive violates the noncompetition agreement set forth in Section 13 during the three (3) year period following the Termination Date, and in such event Executive shall be obligated to repay to the Company any amounts previously received pursuant to clause (A) hereof, to the extent the same relates to any period following the Termination DateParticipant’s Involuntary Termination.