Common use of Payment on Change in Control Clause in Contracts

Payment on Change in Control. In the event of a Change in Control, as hereinafter defined, of the Corporation at any time during the term of the Executive’s employment hereunder, followed by the Executive’s employment hereunder being terminated for any reason whatsoever, including voluntary termination of the Executive within twenty-four (24) months of a Change in Control, by the Executive or the Corporation and/or its successor, the Corporation and/or its successor shall be obligated to furnish the Executive with an office consistent with the office provided to the Executive immediately prior to such termination at a comparable location for a period of one (1) year and to pay to the Executive a lump sum in an amount equal to three (3) times: (i) the Salary to be paid to the Executive pursuant to Section 4.1 hereof for the calendar year in which such termination occurs, plus (ii) the bonus declared payable to the Executive for the immediately preceding calendar year. The payment of the above amount shall be made as soon as practicable after Executive’s termination of employment, but in no event more than thirty (30) days after termination and shall be in addition to any other payments to which the Executive may be entitled pursuant to Sections 4.1, 4.2 and 4.3 hereof. In addition, the Corporation shall: (i) continue to allow Executive to participate in the hospitalization, group health benefit and disability plans of the Corporation for 24 months from the date of Executive’s termination of employment on the same terms and conditions as immediately prior to Executive’s termination (or provide the equivalent thereof if such plans do not allow such participation), (ii) continue to pay to Executive the automobile allowance provided in Section 4.5 hereof until the end of the automobile lease then in effect (but not for more than three (3) years) and (iii) provide appropriate outplacement services the cost of which shall not exceed $15,000 as selected by the Executive for up to 12 months from the date of Employee’s termination of employment. In the event it shall be determined that any payment or distribution to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this paragraph of Section 10.1 (a “Payment”)) is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) in connection with a Change in Control of the Corporation or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) from the Corporation in an amount such that after payment by the Executive of all taxes, including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

Payment on Change in Control. In the event of a Change in Control, as hereinafter defined, of the Corporation at any time during the term of the Executive’s Employee's employment hereunderhereunder which is prior to the engagement of Employee as a consultant as provided in Section 8 hereof, followed by the Executive’s Employee's employment hereunder being terminated for any reason whatsoever, including voluntary termination of the Executive Employee within twenty-four (24) months of a Change in Control, by the Executive Employee or the Corporation and/or or its successor, the Corporation and/or its successor shall be obligated to furnish the Executive Employee with an office consistent with the office provided to the Executive Employee immediately prior to such termination at a comparable location for a period of one (1) year and to pay to the Executive Employee a lump sum in an amount equal to three (3) times: (i) the Salary to be paid to the Executive Employee pursuant to Section 4.1 4 hereof for the calendar year in which such termination occurs, plus (ii) the bonus declared payable to the Executive Employee for the immediately preceding calendar year, and (iii) the amount credited to Deferred Compensation for the immediately preceding calendar year. The payment of the above amount shall be made as soon as practicable after Executive’s Employee's termination of employment, but in no event more than thirty (30) days after termination and shall be in addition to any other payments to which the Executive Employee may be entitled pursuant to Sections 4.14.7, 4.2 5 and 4.3 6 hereof. In addition, the Corporation shall: (i) continue to allow Executive Employee to participate in the hospitalization, group health benefit and disability plans of the Corporation for 24 12 months from the date of Executive’s Employee's termination of employment on the same terms and conditions as immediately prior to Executive’s Employee's termination (or provide the equivalent thereof if such plans do not allow such participation), (ii) continue to pay to Executive Employee the automobile allowance provided in Section 4.5 4.4 hereof until the end of the automobile lease then in effect (but not for more than three (3) years) and (iii) provide appropriate outplacement services the cost of which shall not exceed $15,000 as selected by the Executive Employee for up to 12 months from the date of Employee’s 's termination of employment. In the event it shall be determined that any payment or distribution to or for the benefit of the Executive Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this paragraph of Section 10.1 (a “"Payment”")) is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”") in connection with a Change in Control of the Corporation or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive Employee shall be entitled to receive an additional payment (a “"Gross-Up Payment”") from the Corporation in an amount such that after payment by the Executive Employee of all taxes, taxes including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and any Excise Tax imposed upon the Gross-Up Payment, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

Payment on Change in Control. In the event of a Change in Control, as hereinafter defined, of the Corporation at any time during the term of the Executive’s employment hereunder, followed by the Executive’s employment hereunder being terminated for any reason whatsoever, including voluntary termination of the Executive within twenty-four (24) months of a Change in Control, by the Executive or the Corporation and/or its successor, the Corporation and/or its successor shall be obligated to furnish the Executive with an office consistent with the office provided to the Executive immediately prior to such termination at a comparable location for a period of one (1) year and to pay to the Executive a lump sum in an amount equal to three (3) times: (i) the Salary to be paid to the Executive pursuant to Section 4.1 hereof for the calendar year in which such termination occurs, plus (ii) the bonus declared payable to the Executive for the immediately preceding calendar year. The payment of the above amount shall be made as soon as practicable after Executive’s termination of employment, but in no event more than thirty (30) days after termination subject to the terms of Section 12.2 hereof, and shall be in addition to any other payments to which the Executive may be entitled pursuant to Sections 4.1, 4.1 and 4.2 and 4.3 hereof. In addition, the Corporation shall: (i) continue to allow Executive to participate in the hospitalization, group health benefit and disability plans of the Corporation for 24 months from the date of Executive’s termination of employment on the same terms and conditions as immediately prior to Executive’s termination (or provide the equivalent thereof if such plans do not allow such participation), (ii) continue to pay to Executive the automobile allowance provided in Section 4.5 4.3 hereof until the end of the automobile lease then in effect (but not for more than three (3) years) and ), (iii) provide appropriate outplacement services the cost of which shall not exceed $15,000 as selected by the Executive for up to 12 months from the date of Employee’s termination of employment, and (iv) all stock options under the Company’s 2012 Incentive Compensation Plan and 2009 Stock Option Plan held by the Executive immediately prior to the effective date of the Change in Control shall immediately vest and become fully exercisable for the period of time indicated in the terms of the option. In the event it shall be determined that any payment or distribution to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this paragraph of Section 10.1 11.1 (a “Payment”)) is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) in connection with a Change in Control of the Corporation or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) from the Corporation in an amount such that after payment by the Executive of all taxes, including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

Payment on Change in Control. In the event of a Change in Control, as hereinafter defined, of the Corporation at any time during the term of the Executive’s Employee's employment hereunderhereunder which is prior to the engagement of Employee as a consultant as provided in Section 8 hereof, followed by the Executive’s Employee's employment hereunder being terminated for any reason whatsoever, including voluntary termination of the Executive Employee within twenty-four (24) months of a Change in Control, by the Executive Employee or the Corporation or its successor, the Corporation and/or its successor, the Corporation and/or its it successor shall be obligated to furnish the Executive Employee with an office consistent with the office provided to the Executive Employee immediately prior to such termination at a comparable location for a period of one (1) year and to pay to the Executive Employee a lump sum in an amount equal to three (3) times: (i) the Salary to be paid to the Executive Employee pursuant to Section 4.1 4 hereof for the calendar year in which such termination occurs, plus (ii) the bonus declared payable to the Executive Employee for the immediately preceding calendar year, and (iii) the amount credited to Deferred Compensation for the immediately preceding calendar year. The payment of the above amount shall be made as soon as practicable after Executive’s Employee's termination of employment, but in no event more than thirty (30) days after termination and shall be in addition to any other payments to which the Executive Employee may be entitled pursuant to Sections 4.14.7, 4.2 5 and 4.3 6 hereof. In addition, the Corporation shall: (i) continue to allow Executive Employee to participate in the hospitalization, group health benefit and disability plans of the Corporation for 24 12 months from the date of Executive’s Employee's termination of employment on the same terms and conditions as immediately prior to Executive’s Employee's termination (or provide the equivalent thereof if such plans do not allow such participation), (ii) continue to pay to Executive Employee the automobile allowance provided in Section 4.5 4.4 hereof until the end of the automobile lease then in effect (but not for more than three (3) years) and ), (iii) provide appropriate outplacement services the cost of which shall not exceed $15,000 as selected by the Executive Employee for up to 12 months from the date of Employee’s 's termination of employment, and (iv) forgive the repayment of any principal and interest then outstanding on any and all loans made by the Corporation to the Employee, but in the case of clause (iv) only, such forgiveness shall only be required where the transaction or event resulting in the Change in Control was not approved in advance by the Board of Directors which Board of Directors was comprised of a majority of Continuing Directors (as such term is hereafter defined). "Continuing Directors" as used in this Agreement, shall mean the persons who constitute the Board of Directors of the Corporation on the date hereof (together with their successors whose nominations were approved by a majority of such persons). In the event it shall be determined that any payment or distribution to or for the benefit of the Executive Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this paragraph of Section 10.1 (a “"Payment”")) is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”") in connection with a Change in Control of the Corporation or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive Employee shall be entitled to receive an additional payment (a “"Gross-Up Payment”") from the Corporation in an amount such that after payment by the Executive Employee of all taxes, taxes including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and any Excise Tax imposed upon the Gross-Up Payment, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

Payment on Change in Control. (a) In the event of a Change in Control, as hereinafter defined, of the Corporation at any time during the term of the Executive’s employment hereunderTerm, followed by the Executive’s employment hereunder being terminated for any reason whatsoeverwhatsoever by the Corporation, its successor or Executive, including voluntary termination of the by Executive within twenty-four (24) months of a Change in Control, by the Executive or the Corporation and/or its successor, the Corporation and/or its successor shall be obligated to furnish the Executive with an office consistent with the office provided to the Executive immediately prior to such termination at a comparable location for a period of one (1) year and to pay to the Executive a lump sum in an amount equal to three (3) times: (i) the Salary to be paid to the Executive pursuant to Section 4.1 4 hereof for the calendar year in which such termination occurs, plus (ii) the bonus declared payable to Executive for the Executive immediately preceding calendar year pursuant to Sections 4.1 and 4.6 hereof, and (iii) the amount credited to Deferred Compensation for the immediately preceding calendar year. The payment of the above amount shall be made as soon as practicable after Executive’s termination of employment, but in no event more than thirty (30) days after termination and shall be in addition to any other payments to which the Executive may be entitled pursuant to Sections 4.14.7, 4.2 5 and 4.3 6 hereof. In addition, the Corporation shall: (i) continue to allow Executive to participate in the hospitalization, group health benefit and disability plans of the Corporation for 24 12 months from the date of Executive’s termination of employment on the same terms and conditions as immediately prior to Executive’s termination (or provide the equivalent thereof if such plans do not allow such participation), ; (ii) continue to pay to Executive the automobile allowance provided in Section 4.5 4.4 hereof until the end of the automobile lease then in effect (but not for more than three (3) years) and years);and (iii) provide appropriate outplacement services the cost of which shall not exceed $15,000 as selected by the Executive for up to 12 months from the date of EmployeeExecutive’s termination of employment. . (b) In the event it shall be determined that any payment or distribution to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this paragraph of Section 10.1 (a “Payment”)) is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) in connection with a Change in Control of the Corporation or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) from the Corporation in an amount such that after payment by the Executive of all taxes, taxes including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

Payment on Change in Control. In the event of a Change in Control, as hereinafter defined, of the Corporation at any time during the term of the Executive’s employment hereunder, followed by the Executive’s employment hereunder being terminated for any reason whatsoever, including voluntary termination of the Executive within twenty-four (24) months of a Change in Control, by the Executive or the Corporation and/or its successor, the Corporation and/or its successor shall be obligated to furnish the Executive with an office consistent with the office provided to the Executive immediately prior to such termination at a comparable location for a period of one (1) year and to pay to the Executive a lump sum in an amount equal to three (3) times: (i) the Salary to be paid to the Executive pursuant to Section 4.1 hereof for the calendar year in which such termination occurs, plus (ii) the bonus declared payable to the Executive for the immediately preceding calendar year. The payment of the above amount shall be made as soon as practicable after Executive’s termination of employment, but in no event more than thirty (30) days after termination and shall be in addition to any other payments to which the Executive may be entitled pursuant to Sections 4.1, 4.1 and 4.2 and 4.3 hereof. In addition, the Corporation shall: (i) continue to allow Executive to participate in the hospitalization, group health benefit and disability plans of the Corporation for 24 months from the date of Executive’s termination of employment on the same terms and conditions as immediately prior to Executive’s termination (or provide the equivalent thereof if such plans do not allow such participation), (ii) continue to pay to Executive the automobile allowance provided in Section 4.5 4.3 hereof until the end of the automobile lease then in effect (but not for more than three (3) years) ), and (iii) provide appropriate outplacement services the cost of which shall not exceed $15,000 as selected by the Executive for up to 12 months from the date of Employee’s termination of employment. In the event it shall be determined that any payment or distribution to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this paragraph of Section 10.1 (a “Payment”)) is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) in connection with a Change in Control of the Corporation or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) from the Corporation in an amount such that after payment by the Executive of all taxes, including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

Payment on Change in Control. In the event of a Change in Control, as hereinafter defined, of the Corporation at any time during the term of the Executive’s employment hereunder, followed by the Executive’s employment hereunder being terminated for any reason whatsoever, including voluntary termination of the Executive within twenty-four (24) months of a Change in Control, by the Executive or the Corporation and/or its successor, the Corporation and/or its successor shall be obligated to furnish the Executive with an office consistent with the office provided to the Executive immediately prior to such termination at a comparable location for a period of one (1) year and to pay to the Executive a lump sum in an amount equal to three (3) times: (i) the Salary to be paid to the Executive pursuant to Section 4.1 hereof for the calendar year in which such termination occurs, plus (ii) the bonus declared payable to the Executive for the immediately preceding calendar year. The payment of the above amount shall be made as soon as practicable after Executive’s termination of employment, but in no event more than thirty (30) days after termination and shall be in addition to any other payments to which the Executive may be entitled pursuant to Sections 4.1, 4.1 and 4.2 and 4.3 hereof. In addition, the Corporation shall: (i) continue to allow Executive to participate in the hospitalization, group health benefit and disability plans of the Corporation for 24 months from the date of Executive’s termination of employment on the same terms and conditions as immediately prior to Executive’s termination (or provide the equivalent thereof if such plans do not allow such participation), (ii) continue to pay to Executive the automobile allowance provided in Section 4.5 4.3 hereof until the end of the automobile lease then in effect (but not for more than three (3) years) and ), (iii) provide appropriate outplacement services the cost of which shall not exceed $15,000 as selected by the Executive for up to 12 months from the date of Employee’s termination of employment, and (iv) all stock options under the Company’s 2009 Stock Option Plan held by the Executive immediately prior to the effective date of the Change in Control shall immediately vest and become fully exercisable for the period of time indicated in the terms of the option. In the event it shall be determined that any payment or distribution to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this paragraph of Section 10.1 11.1 (a “Payment”)) is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) in connection with a Change in Control of the Corporation or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) from the Corporation in an amount such that after payment by the Executive of all taxes, including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.