Common use of Optional Termination Upon Change of Control Clause in Contracts

Optional Termination Upon Change of Control. (a) In the event that there is a "Change in Control" (as defined in this paragraph 9) of BTFHC and the successor in control, without cause, terminates this Employment Agreement, Employee shall be paid, subject to the limits set forth in paragraph 10 a lump sum equal to twenty-four (24) months of his then Base Salary or an amount equal to his then Base Salary for the balance of the three year term, whichever is greater. The Employee shall also be paid an amount equal to the greatest bonus awarded for an individual calendar year after 1997 (regardless of when paid) but prior to the Change of Control. If the successor in control changes Employee's title or substantially changes his duties or functions from those which he previously performed hereunder or requires Employee to perform the majority of his duties at a location outside of the metropolitan area of Chicago, Illinois, the successor in control shall be deemed to have constructively terminated Employee's services without cause and Employee shall be entitled to payments set forth in this paragraph. In the event that there is a Change in Control (as defined in this paragraph 9) of BTFHC, Employee may, at his option, terminate this Employment Agreement at any time thereafter upon thirty (30) days written notice to BTFHC. If Employee exercises this right to terminate, he shall be paid the following amounts: (i) a lump sum amount equal to one-half (1/2) of his annual Base Salary as in effect at the time of exercise (or, if greater, at the time of the Change in Control); plus, (ii) his Base Salary on a pro-rata basis through and including the date of his employment termination; plus (iii) any previously declared but unpaid bonuses; plus (iv) reimbursement of all expenses reasonably incurred by Employee in performing his responsibilities and duties for BTFHC through and including the date of his employment termination; plus (v) any other payment or benefit which Employee is then entitled to receive under any employment benefit plan, retirement plan or similar arrangement then maintained by BTFHC, in the amount and to the extent determined under the terms and conditions of any such plan. All such payments shall be made no later than thirty (30) days after the last day of Employee's employment. In addition, Employee shall have the right, at his election, to the assignment of any and all insurance policies and/or health protection plans if said policies and plans permit assignment to Employee.

Optional Termination Upon Change of Control. (a) In the event that there is a "Change in Control" (as defined in this paragraph 9) of BTFHC and the successor in control, without cause, terminates this Employment Agreement, Employee shall be paid, subject to the limits set forth in paragraph 10 a lump sum equal to twenty-four (24) months of his then Base Salary or an amount equal to his then Base Salary for the balance of the three year term, whichever is greater. The , and the greater of the average of twice the bonuses paid to Employee shall also be paid an amount equal to by BTFHC for 1997 or the greatest bonus awarded bonus, if any, for an individual calendar any year after 1997 (regardless of when paid) but prior to the Change of in Control. If the successor in control changes Employee's title or substantially changes his duties or functions from those which he previously performed hereunder or requires Employee to perform the majority of his duties at a location outside of the metropolitan area of Chicago, Illinois, the successor in control shall be deemed to have constructively terminated Employee's services without cause and Employee shall be entitled to payments payment set forth in the first sentence of this paragraph. In the event that there is a Change in Control (as defined in this paragraph 9) of BTFHC, Employee may, at his option, terminate this Employment Agreement at any time thereafter upon thirty (30) days written notice to BTFHC. If Employee exercises this right to terminate, he shall be paid the following amounts: (i) a lump sum amount equal to one-half (1/2) of his annual Base Salary as in effect at the time of exercise (or, if greater, at the time of the Change in Control); plus, (ii) his Base Salary on a pro-rata basis through and including the date of his employment termination; plus (iii) any previously declared but unpaid bonuses; plus (iv) reimbursement of all expenses reasonably incurred by Employee in performing his responsibilities and duties for BTFHC through and including the date of his employment termination; plus (v) any other payment or benefit which Employee is then entitled to receive under any employment benefit plan, retirement plan or similar arrangement then maintained by BTFHC, in the amount and to the extent determined under the terms and conditions of any such plan. All such payments shall be made no later than thirty (30) days after the last day of Employee's employment. In addition, Employee shall have the right, at his election, to the assignment of any and all insurance policies and/or health protection plans if said policies and plans permit assignment to Employee.

Optional Termination Upon Change of Control. (a) In the event that there is a "Change in Control" (as defined in this paragraph 9) of BTFHC and the successor in control, without cause, terminates this Employment Agreement, Employee shall be paid, subject to the limits set forth in paragraph 10 paid a lump sum equal to twenty-four (24) months of his then Base Salary or an amount equal to his then Base Salary for the balance of the three year term, whichever is greater. The , and the greater of the average of twice the bonuses paid to Employee shall also be paid an amount equal to by BTFHC for 1997 or the greatest bonus awarded bonus, if any, for an individual calendar year after 1997 (regardless of when paid) but the prior to the Change of Controlyear. If the successor in control changes Employee's title or substantially changes his duties or functions from those which he previously performed hereunder or requires Employee to perform the majority of his duties at a location outside of the metropolitan area of Chicago, Illinois, the successor in control shall be deemed to have constructively terminated Employee's services without cause and Employee shall be entitled to payments payment set forth in the first sentence of this paragraph. In the event that there is a Change in Control (as defined in this paragraph 9) of BTFHC, Employee may, at his option, terminate this Employment Agreement at any time thereafter upon thirty (30) days written notice to BTFHC. If Employee exercises this right to terminate, he shall be paid the following amounts: (i) a lump sum amount equal to one-half (1/2) of his annual Base Salary as in effect at the time of exercise (or, if greater, at the time of the Change in Control); plus, (ii) his Base Salary on a pro-rata basis through and including the date of his employment termination; plus (iii) any previously declared but unpaid bonuses; plus (iv) reimbursement of all expenses reasonably incurred by Employee in performing his responsibilities and duties for BTFHC through and including the date of his employment termination; plus (v) any other payment or benefit which Employee is then entitled to receive under any employment benefit plan, retirement plan or similar arrangement then maintained by BTFHC, in the amount and to the extent determined under the terms and conditions of any such plan. All such payments shall be made no later than thirty (30) days after the last day of Employee's employment. In addition, Employee shall have the right, at his election, to the assignment of any and all insurance policies and/or health protection plans if said policies and plans permit assignment to Employee.

Optional Termination Upon Change of Control. (a) In the event that there is a "Change in Control" (as defined in this paragraph 9) of BTFHC and the successor in control, without cause, terminates this Employment Agreement, Employee shall be paid, subject to the limits set forth in paragraph 10 a lump sum equal to twenty-four (24) months of his then Base Salary or an amount equal to his then Base Salary for the balance of the three year term, whichever is greater. The Employee shall also be paid an amount equal to the greatest bonus awarded for an individual calendar year after 1997 (regardless of when paid) but prior to the Change of Control. If the successor in control changes Employee's ’s title or substantially changes his duties or functions from those which he previously performed hereunder hereunder, or requires Employee to perform the majority of his duties at a location outside of the metropolitan area of Chicago, Illinoisfrom where previously performed, the successor in control shall be deemed to have constructively terminated Employee's ’s services without cause and Employee shall be entitled to payments set forth in this paragraph. In the event that there is a Change in Control (as defined in this paragraph 9) of BTFHC, Employee may, at his option, terminate this Employment Agreement at any time thereafter upon thirty (30) days written notice to BTFHC. If Employee exercises this right to terminate, he shall be paid the following amounts: (i) a lump sum amount equal to one-half (1/2) of his annual Base Salary as in effect at the time of exercise (or, if greater, at the time of the Change in Control); plus, (ii) his Base Salary on a pro-rata basis through and including the date of his employment termination; plus (iii) any previously declared but unpaid bonuses; plus (iv) reimbursement of all expenses reasonably incurred by Employee in performing his responsibilities and duties for BTFHC through and including the date of his employment termination; plus (v) any other payment or benefit which Employee is then entitled to receive under any employment benefit plan, retirement plan or similar arrangement then maintained by BTFHC, in the amount and to the extent determined under the terms and conditions of any such plan. All such payments shall be made no later than thirty (30) days after the last day of Employee's ’s employment. In addition, Employee shall have the right, at his election, to the assignment of any and all insurance policies and/or health protection plans if said policies and plans permit assignment to Employee.

Optional Termination Upon Change of Control. (a) In the event that there is a "Change in Control" (as defined in this paragraph 9) of BTFHC and the successor in control, without cause, terminates this Employment Agreement, Employee shall be paid, subject to the limits set forth in paragraph 10 a lump sum equal to twenty-four (24) months of his then Base Salary or an amount equal to his then Base Salary for the balance of the three year term, whichever is greater. The Employee shall also be paid an amount equal to twice the greatest bonus awarded for an individual calendar year after 1997 (regardless of when paid) but prior to the Change of Control. If the successor in control changes Employee's title or substantially changes his duties or functions from those which he previously performed hereunder or requires Employee to perform the majority of his duties at a location outside of the metropolitan area of Chicago, Illinois, the successor in control shall be deemed to have constructively terminated Employee's services without cause and Employee shall be entitled to payments set forth in this paragraph. In the event that there is a Change in Control (as defined in this paragraph 9) of BTFHC, Employee may, at his option, terminate this Employment Agreement at any time thereafter upon thirty (30) days written notice to BTFHC. If Employee exercises this right to terminate, he shall be 5 paid the following amounts: (i) a lump sum amount equal to one-half (1/2) of his annual Base Salary as in effect at the time of exercise (or, if greater, at the time of the Change in Control); plus, (ii) his Base Salary on a pro-rata basis through and including the date of his employment termination; plus (iii) any previously declared but unpaid bonuses; plus (iv) reimbursement of all expenses reasonably incurred by Employee in performing his responsibilities and duties for BTFHC through and including the date of his employment termination; plus (v) any other payment or benefit which Employee is then entitled to receive under any employment benefit plan, retirement plan or similar arrangement then maintained by BTFHC, in the amount and to the extent determined under the terms and conditions of any such plan. All such payments shall be made no later than thirty (30) days after the last day of Employee's employment. In addition, Employee shall have the right, at his election, to the assignment of any and all insurance policies and/or health protection plans if said policies and plans permit assignment to Employee.