Common use of Qualifying Termination During the Change in Control Period Clause in Contracts

Qualifying Termination During the Change in Control Period. If, during ---------------------------------------------------------- the Term, the Executive's employment with the Company and its subsidiaries is terminated in a Qualifying Termination and such termination occurs during a Change in Control Period: (a) the Company shall pay to the Executive in a cash lump sum within 30 days after the Date of Termination, the sum of (i) all Accrued Obligations and (ii) the product of three and the sum of the Executive's Base Salary and Annual Bonus; (b) for three years following the Date of Termination, or such longer period as any plan, program, practice or policy may provide, the Company shall continue medical, dental, vision, and death benefits to the Executive and/or the Executive's family at a level at least equal to those that would have been provided if the Executive's employment had not been terminated under the plans, practices, programs or policies of the Company applicable to the Executive as of his Date of Termination; and (c) all options to acquire stock of the Company and all restricted stock awards held by the Executive shall become immediately vested and such options shall become immediately exercisable and shall remain exercisable until the earlier of (i) the date specified in the applicable option agreement between the Executive and the Company or (ii) the normal expiration date of any such option. Any provision in this Agreement to the contrary notwithstanding, if a Change in Control occurs and if the Executive's employment with the Company is terminated prior to the date on which the Change in Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (x) was at the request of a third party who had taken steps reasonably calculated to effect the Change in Control or (y) otherwise arose in connection with or anticipation of the Change in Control, then for all purposes of this Agreement the termination of the Executive's employment shall be deemed to have occurred during a Change in Control Period.

Qualifying Termination During the Change in Control Period. If, during ---------------------------------------------------------- the Term, the Executive's ’s employment with the Company and its subsidiaries is terminated in a Qualifying Termination and such termination occurs during a Change in Control Period: (a) the Company shall pay to the Executive in a cash lump sum within 30 days after the Date of Termination, the sum of (i) all Accrued Obligations and (ii) the product of three and times the sum of the Executive's ’s Base Salary and Annual Bonus; (b) for three years following the Date of Termination, or such longer period as any plan, program, practice or policy each Plan may provide, the Company shall continue medical, dental, vision, dental and death vision benefits to the Executive and/or and the Executive's ’s family at a level at least equal to those that would have been provided if the Executive's ’s employment had not been terminated under the plans, practices, programs or policies such Plan of the Company applicable to the Executive as of his the Date of Termination; andTermination (with payment of the Plan Economic Equivalent as to each Plan (i) that does not permit the Executive’s continued participation or (ii) that the Executive becomes covered by another Plan with similar or comparable benefits (after 30 days notice to the Company)); (c) all options to acquire stock of the Company Stock Options and all restricted stock awards Restricted Stock Awards held by the Executive shall become immediately vested and such options Stock Options shall become immediately exercisable exercisable; provided, that the Target shall immediately vest as to any Performance Awards and the Executive shall remain exercisable until continue to vest as to any Performance Awards in excess of Target as if the earlier Executive was an employee of the Company after the Date of Termination. (id) the date specified Company shall pay the Executive the Current Annual Bonus when and if annual bonuses for the year of termination are paid to other executive officers of the Company; (e) the Executive shall be entitled to fully participate in the Company’s 401(k) plan for the calendar year with the Date of Termination including the Company contributions based upon participation or matching (with payment of the after-tax economic equivalent if and to the extent such is not permitted under the Company’s 401(k) plan or by applicable option agreement between law); and (f) the Executive shall, as of such termination, be released by the Company (including its subsidiaries) from any and all claims and causes of action of any kind or character arising from Executive’s employment with the Company (including its subsidiaries and any board membership relating to employment) and the Company or (ii) shall indemnify and hold harmless the normal expiration date of Executive against any such optionclaims or causes of action to the extent permitted by applicable law. Any provision in this Agreement to the contrary notwithstanding, if a Change in Control occurs and if within six (6) months after the Executive's employment with Date of Termination, which constitutes a change in ownership or effective control of the Company is terminated prior to or a change in the date on which ownership of a substantial portion of its assets within the Change in Control occursmeaning of such terms under Section 409A, and if it is reasonably demonstrated by the Executive that such termination of employment (x) was at the request of a third party who had taken steps reasonably calculated to effect the Change in Control or (y) otherwise arose in connection with or anticipation of the Change in Control, then for all purposes of this Agreement the termination of the Executive's ’s employment shall be deemed to have occurred during a Change in Control Period. In such circumstance, the incremental taxable payments pursuant to subsection (a)(ii), (b) and (c) as the result of deemed termination during a Change in Control Period shall be made in the first regularly scheduled payroll date following the Change in Control or, if later, the scheduled date of payment in any bonus or other plan pursuant to which the payments are made. Notwithstanding anything to the contrary in this Section 4.2, if the Date of Termination is on or after the Executive’s 65th birthday, the Executive shall not receive the benefits pursuant to (a)(ii), (b) or (e) of this Section 4.2.

Qualifying Termination During the Change in Control Period. If, during ---------------------------------------------------------- the Term, the Executive's ’s employment with the Company and its subsidiaries is terminated in a Qualifying Termination and such termination occurs during a Change in Control Period: (a) the Company shall pay to the Executive in a cash lump sum within 30 days after the Date of Termination, the sum of (i) all Accrued Obligations and (ii) the product of three and two (2) times the sum of the Executive's ’s Base Salary and Annual Bonus; (b) for three two (2) years following the Date of Termination, or such longer period as any plan, program, practice or policy each Plan may provide, the Company shall continue medical, dental, vision, disability and death benefits to the Executive and/or and the Executive's ’s family at a level at least equal to those that would have been provided if the Executive's ’s employment had not been terminated under the plans, practices, programs or policies such Plan of the Company applicable to the Executive as of his the Date of Termination; andTermination (with payment of the Plan Economic Equivalent as to each Plan (i) that does not permit the Executive’s continued participation or (ii) that the Executive becomes covered by another Plan with similar or comparable benefits (after 30 days notice to the Company)); (c) all options to acquire stock of the Company Stock Options and all restricted stock awards Restricted Stock Awards held by the Executive shall become immediately vested and such options Stock Options shall become immediately exercisable and shall remain exercisable until the earlier of exercisable. (id) the date specified Company shall pay the Executive the Current Annual Bonus when and if annual bonuses for the year of termination are paid to other executive officers of the Company; (e) the Executive shall be entitled to fully participate in the Company’s 401(k) plan for the calendar year with the Date of Termination including the Company contributions based upon participation or matching (with payment of the after-tax economic equivalent if and to the extent such is not permitted under the Company’s 401(k) plan or by applicable option agreement between law); (f) the Company shall pay to Executive the Prior Year Bonus when and if any annual bonuses for the year prior to the Date of Termination are paid to other executive officers of the Company; and (g) the Executive shall, as of such termination, be released by the Company (including its subsidiaries) from any and all claims and causes of action of any kind or character arising from Executive’s employment with the Company (including its subsidiaries and any board membership relating to employment) and the Company or (ii) shall indemnify and hold harmless the normal expiration date of Executive against any such optionclaims or causes of action to the extent permitted by applicable law. Any provision in this Agreement to the contrary notwithstanding, if a Change in Control occurs and if the Executive's ’s employment with the Company is terminated prior to the date on which the Change in Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (x) was at the request of a third party who had taken steps reasonably calculated to effect the Change in Control or (y) otherwise arose in connection with or anticipation of the Change in Control, then for all purposes of this Agreement the termination of the Executive's ’s employment shall be deemed to have occurred during a Change in Control Period.

Qualifying Termination During the Change in Control Period. If, during ---------------------------------------------------------- the Term, the Executive's ’s employment with the Company and its subsidiaries is terminated in a Qualifying Termination and such termination occurs during a Change in Control Period: (a) the Company shall pay to the Executive in a cash lump sum within 30 days after the Date of Termination, the sum of (i) all Accrued Obligations and (ii) the product of three and two (2) times the sum of the Executive's ’s Base Salary and Annual Bonus; (b) for three two (2) years following the Date of Termination, or such longer period as any plan, program, practice or policy each Plan may provide, the Company shall continue medical, dental, vision, and death vision benefits to the Executive and/or and the Executive's ’s family at a level at least equal to those that would have been provided if the Executive's ’s employment had not been terminated under the plans, practices, programs or policies such Plan of the Company applicable to the Executive as of his the Date of Termination; andTermination (with payment of the Plan Economic Equivalent as to each Plan (i) that does not permit the Executive’s continued participation or (ii) that the Executive becomes covered by another Plan with similar or comparable benefits (after 30 days notice to the Company)); (c) all options to acquire stock of the Company Stock Options and all restricted stock awards Restricted Stock Awards held by the Executive shall become immediately vested and such options Stock Options shall become immediately exercisable and shall remain exercisable until the earlier of exercisable. (id) the date specified Company shall pay the Executive the Current Annual Bonus when and if annual bonuses for the year of termination are paid to other executive officers of the Company; (e) the Executive shall be entitled to fully participate in the Company’s 401(k) plan for the calendar year with the Date of Termination including the Company contributions based upon participation or matching (with payment of the after-tax economic equivalent if and to the extent such is not permitted under the Company’s 401(k) plan or by applicable option agreement between law); (f) the Company shall pay to Executive the Prior Year Bonus when and if any annual bonuses for the year prior to the Date of Termination are paid to other executive officers of the Company; and (g) the Executive shall, as of such termination, be released by the Company (including its subsidiaries) from any and all claims and causes of action of any kind or character arising from Executive’s employment with the Company (including its subsidiaries and any board membership relating to employment) and the Company or (ii) shall indemnify and hold harmless the normal expiration date of Executive against any such optionclaims or causes of action to the extent permitted by applicable law. Any provision in this Agreement to the contrary notwithstanding, if a Change in Control occurs and if within six (6) months after the Executive's employment with Date of Termination, which constitutes a change in ownership or effective control of the Company is terminated prior to or a change in the date on which ownership of a substantial portion of its assets within the Change in Control occursmeaning of such terms under Section 409A, and if it is reasonably demonstrated by the Executive that such termination of employment (x) was at the request of a third party who had taken steps reasonably calculated to effect the Change in Control or (y) otherwise arose in connection with or anticipation of the Change in Control, then for all purposes of this Agreement the termination of the Executive's ’s employment shall be deemed to have occurred during a Change in Control Period. In such circumstance, the incremental taxable payments pursuant to subsections (a)(ii), (b) and (c) as the result of deemed termination during a Change in Control Period shall be made in the first regularly scheduled payroll date following the Change in Control or, if later, the scheduled date of payment in any bonus or other plan pursuant to which the payments are made.

Qualifying Termination During the Change in Control Period. If, during ---------------------------------------------------------- the Term, the Executive's ’s employment with the Company and its subsidiaries is terminated in a Qualifying Termination and such termination occurs during a Change in Control Period: (a) the Company shall pay to the Executive in a cash lump sum within 30 days after the Date of Termination, the sum of (i) all Accrued Obligations and (ii) the product of three and two (2) times the sum of the Executive's ’s Base Salary and Annual Bonus; (b) for three two (2) years following the Date of Termination, or such longer period as any plan, program, practice or policy each Plan may provide, the Company shall continue medical, dental, vision, and death vision benefits to the Executive and/or and the Executive's ’s family at a level at least equal to those that would have been provided if the Executive's ’s employment had not been terminated under the plans, practices, programs or policies such Plan of the Company applicable to the Executive as of his the Date of Termination; andTermination (with payment of the Plan Economic Equivalent as to each Plan (i) that does not permit the Executive’s continued participation or (ii) that the Executive becomes covered by another Plan with similar or comparable benefits (after 30 days notice to the Company)); (c) all options to acquire stock of the Company Stock Options and all restricted stock awards Restricted Stock Awards held by the Executive shall become immediately vested and such options Stock Options shall become immediately exercisable exercisable; provided, that the Target shall immediately vest as to any Performance Awards and the Executive shall remain exercisable until continue to vest as to any Performance Awards in excess of Target as if the earlier Executive was an employee of the Company after the Date of Termination. (id) the date specified Company shall pay the Executive the Current Annual Bonus when and if annual bonuses for the year of termination are paid to other executive officers of the Company; (e) the Executive shall be entitled to fully participate in the Company’s 401(k) plan for the calendar year with the Date of Termination including the Company contributions based upon participation or matching (with payment of the after-tax economic equivalent if and to the extent such is not permitted under the Company’s 401(k) plan or by applicable option agreement between law); (f) the Company shall pay to Executive the Prior Year Bonus when and if any annual bonuses for the year prior to the Date of Termination are paid to other executive officers of the Company; and (g) the Executive shall, as of such termination, be released by the Company (including its subsidiaries) from any and all claims and causes of action of any kind or character arising from Executive’s employment with the Company (including its subsidiaries and any board membership relating to employment) and the Company or (ii) shall indemnify and hold harmless the normal expiration date of Executive against any such optionclaims or causes of action to the extent permitted by applicable law. Any provision in this Agreement to the contrary notwithstanding, if a Change in Control occurs and if within six (6) months after the Executive's employment with Date of Termination, which constitutes a change in ownership or effective control of the Company is terminated prior to or a change in the date on which ownership of a substantial portion of its assets within the Change in Control occursmeaning of such terms under Section 409A, and if it is reasonably demonstrated by the Executive that such termination of employment (x) was at the request of a third party who had taken steps reasonably calculated to effect the Change in Control or (y) otherwise arose in connection with or anticipation of the Change in Control, then for all purposes of this Agreement the termination of the Executive's ’s employment shall be deemed to have occurred during a Change in Control Period. In such circumstance, the incremental taxable payments pursuant to subsections (a)(ii), (b) and (c) as the result of deemed termination during a Change in Control Period shall be made in the first regularly scheduled payroll date following the Change in Control or, if later, the scheduled date of payment in any bonus or other plan pursuant to which the payments are made. Notwithstanding anything to the contrary in this Section 4.2, if the Date of Termination is on or after the Executive’s 65th birthday, the Executive shall not receive the benefits pursuant to (a)(ii), (b) or (e) of this Section 4.2.

Qualifying Termination During the Change in Control Period. If, during ---------------------------------------------------------- the Term, the Executive's employment with the Company and its subsidiaries is terminated in a Qualifying Termination and such termination occurs during a Change in Control Period: (a) the Company shall pay to the Executive in a cash lump sum within 30 days after the Date of Termination, the sum of (i) all Accrued Obligations and (ii) the product of three and times the sum of the Executive's Base Salary and Annual Bonus; (b) for three years following the Date of Termination, or such longer period as any plan, program, practice or policy each Plan may provide, the Company shall continue medical, dental, vision, disability and death benefits to the Executive and/or and the Executive's family at a level at least equal to those that would have been provided if the Executive's employment had not been terminated under the plans, practices, programs or policies such Plan of the Company applicable to the Executive as of his the Date of Termination; andTermination (with payment of the Plan Economic Equivalent as to each Plan (i) that does not permit the Executive's continued participation or (ii) that the Executive becomes covered by another Plan with similar or comparable benefits (after 30 days notice to the Company)); (c) all options to acquire stock of the Company Stock Options and all restricted stock awards Restricted Stock Awards held by the Executive shall become immediately vested and such options Stock Options shall become immediately exercisable and shall remain exercisable until the earlier of exercisable. (id) the date specified Company shall pay the Executive the Current Annual Bonus when and if annual bonuses for the year of termination are paid to other executive officers of the Company; (e) the Executive shall be entitled to fully participate in the Company's 401(k) plan for the calendar year with the Date of Termination including the Company contributions based upon participation or matching (with payment of the after-tax economic equivalent if and to the extent such is not permitted under the Company's 401(k) plan or by applicable option agreement between law); and (f) the Executive shall, as of such termination, be released by the Company (including its subsidiaries) from any and all claims and causes of action of any kind or character arising from Executive's employment with the Company (including its subsidiaries and any board membership relating to employment) and the Company or (ii) shall indemnify and hold harmless the normal expiration date of Executive against any such optionclaims or causes of action to the extent permitted by applicable law. Any provision in this Agreement to the contrary notwithstanding, if a Change in Control occurs and if the Executive's employment with the Company is terminated prior to the date on which the Change in Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (x) was at the request of a third party who had taken steps reasonably calculated to effect the Change in Control or (y) otherwise arose in connection with or anticipation of the Change in Control, then for all purposes of this Agreement the termination of the Executive's employment shall be deemed to have occurred during a Change in Control Period.