Common use of Protected Period Clause in Contracts

Protected Period. (a) This Agreement is intended to provide the Employee with certain special benefits and to grant certain special protections so that the Employee may more fully focus on the issues related to a "Change of Control," as hereinafter defined, and to reward the Employee for the substantial extra effort involved in a Change of Control. (b) In order to provide the protections deemed necessary and appropriate by the Parties, the Parties agree to the establishment of a period during which such protections apply. Such period shall be referred to in this Agreement as the "Protected Period." The Protected Period shall be as follows: (i) The Protected Period shall be the one (1) year period commencing on the date a Change of Control occurs and ending on the first anniversary thereof; and (ii) Provided that, if the Employee's employment terminates prior to a Change of Control, but such termination is "In Connection With a Change of Control," as hereinafter defined, the termination shall be deemed to have occurred during the Protected Period and the Employee shall be entitled to the benefits and protections set forth in this Agreement. (c) For purposes of this Agreement, and particularly Subsection 1(b) hereof, a termination shall be deemed to be "In Connection With a Change of Control" if: (i) Such termination is at the request of the purchaser in the Change of Control transaction; or -------------------------------------------------------------------------------- Page 2 -------------------------------------------------------------------------------- (ii) Such termination is by the Company other than for Cause or is by the Employee for Good Reason and reflects an intent by the Company to avoid payment of benefits under this Agreement notwithstanding the Employee's compliance with Section 2 hereof; provided, however, that a termination otherwise defined in this Subsection 1(c) as In Connection With a Change of Control will not be deemed In Connection With a Change of Control unless a Change of Control occurs within six (6) months after the date of the Employee's termination of employment with the Company. (d) The Parties agree that this Agreement is an agreement dealing only with benefits, rights and duties of the Parties during a Protected Period. The Parties specifically agree that this Agreement is not intended to be and is not an employment agreement. The Employee is, as of the date of this Agreement, and will remain, an employee at will, but subject to those special provisions herein set forth.

Protected Period. (a) This Agreement is intended to provide the Employee with certain special benefits and to grant certain special protections so that the Employee may more fully focus on the issues related to a "Change of Control," as hereinafter defined, and to reward the Employee for the substantial extra effort involved in a Change of Control. (b) In order to provide the protections deemed necessary and appropriate by the Parties, the Parties agree to the establishment of a period during which such protections apply. Such period shall be referred to in this Agreement as the "Protected Period." The Protected Period shall be as follows: (i) The Buyer covenants that for the Protected Period (or, with respect to annual cash bonus opportunities, the remainder of calendar year 2020 following the Closing Date), it shall not, and shall cause its Affiliates not to, make any materially adverse changes to any of the Acquired Employees’ terms and conditions of employment provided under this Section 8.1, other than changes required to be made by Applicable Laws (subject to providing replacement terms that are of substantial comparable value in the one (1aggregate) year period commencing on or agreed to by the date a Change of Control occurs and ending on the first anniversary thereof; andAcquired Employee. (ii) Provided thatBuyer undertakes that during the Protected Period, if Buyer and its Affiliates shall retain all of the Acquired Employees, provided that Buyer shall not be in breach of this subsection (ii) as a result of: (1) any such Acquired Employee giving notice of termination of his/her employment (including voluntary resignation or retirement); (2) any such Acquired Employee's ’s employment terminates expiring at the end of a fixed or temporary term pursuant to a written agreement in place prior to the Closing Date; or (3) Buyer or any of its Affiliates terminating the employment of any such Acquired Employee if it pays severance benefits in accordance with the provisions of Section 8.1(b)(iii) or if it determines that the Acquired Employee: (i) committed a Change material violation of ControlBuyer’s or its Affiliates’ employment policies; (ii) was arrested, but such termination convicted of, or entered a guilty plea or plea of no contest to any crime which, in the reasonable opinion of Buyer or any of its Affiliates, brings the Acquired Employee into disrepute or is "In Connection With a Change likely to cause material harm to Buyer’s or any of Control," as hereinafter definedits Affiliates’ business; (iii) has misappropriated, stolen or embezzled funds or property from Buyer or any of its Affiliates; (iv) has committed an act of intentional fraud upon Buyer or any of its Affiliates; or (v) has engaged in gross or willful misconduct or insubordination that is likely to cause material harm to Buyer’s or any of its Affiliates’ business. (iii) Without limitation of the termination shall be deemed to have occurred Buyer’s obligations set forth in Section 8.1(b)(ii), in the event any Acquired Employee is terminated by Buyer or any of Buyer’s Affiliates during the Protected Period and for any reason other than for the Employee shall be entitled matters described in Section 8.1(b)(ii)(3), including termination by mutual consent, subject to the Acquired Employee’s execution and delivery and non-revocation of a release of claims in favor of Seller, Buyer, and their respective Affiliates, Buyer or such Affiliate shall provide the following payments and benefits to the Acquired Employee: the greatest of (i) a lump sum payment equal to the base salary or wages the Acquired Employee would have enjoyed for the balance of the Protected Period, (ii) the severance payments and protections benefits set forth in this Agreement. Section 3.19(a) of the Disclosure Schedule in accordance with the terms and conditions set forth therein as the “Company Severance Practice” and (ciii) For purposes of this Agreement, and particularly Subsection 1(b) hereof, a termination shall be deemed the severance payments or benefits provided under an applicable Buyer Plan. If payments are made pursuant to be "In Connection With a Change of Control" if: clause (i) Such termination is at the request of the purchaser in the Change of Control transaction; or -------------------------------------------------------------------------------- Page 2 -------------------------------------------------------------------------------- ), (ii) Such termination is by or (iii) in the Company other than immediately preceding sentence, Buyer shall also subsidize the Acquired Employee’s monthly COBRA premiums for Cause or is by health benefits (with the Acquired Employee paying the employee portion of the premium at the active employee rate) for Good Reason and reflects an intent by the Company to avoid payment a period of benefits under this Agreement notwithstanding the Employee's compliance with Section 2 hereof; provided, however, that a termination otherwise defined in this Subsection 1(c) as In Connection With a Change of Control will not be deemed In Connection With a Change of Control unless a Change of Control occurs within six twelve (612) months after (the date of the Employee's termination of employment with the Company“COBRA Continuation Benefit”). (d) The Parties agree that this Agreement is an agreement dealing only with benefits, rights and duties of the Parties during a Protected Period. The Parties specifically agree that this Agreement is not intended to be and is not an employment agreement. The Employee is, as of the date of this Agreement, and will remain, an employee at will, but subject to those special provisions herein set forth.