Common use of Qualifying Termination Following a Change in Control Clause in Contracts

Qualifying Termination Following a Change in Control. (i) In the event that Executive has a Qualifying Termination within 24 months following a Change in Control, Executive shall receive the following, subject to paragraph 6(c)(ii): (1) The annual salary due to the Executive through the date of his Separation from Service. (2) A lump sum payment equal to an amount set forth on Schedule A to this Agreement (the “Severance Payment”). The Severance Payment shall be made by wire transfer or immediately available funds to an account designated by Executive following the date of the Separation from Service. (3) A payment equal to the target annual bonus to which Executive would have been entitled but for Executive’s Separation from Service, for the year of Executive’s termination; pro-rated for the portion of the year during which he was employed by the Company (“Pro-rated Bonus”). (4) Any vested rights of Executive in accordance with the Company’s plans, programs or policies. (5) Prompt reimbursement for any and all reimbursable business expenses (to the extent not already reimbursed) upon Executive’s properly accounting for the same. (6) Twelve Thousand Dollars ($12,000), payable in a single lump sum to assist with the Executive’s transition from employment. Payments under (2), (3) and (6) above shall commence or shall be paid within 60 days following the Executive’s Separation from Service; provided, however, the Company’s obligation to pay the Executive such amounts is expressly conditioned upon the Executive’s execution, delivery to the Company, and expiration of all revocation periods of a final and complete release of claims in a form that is acceptable and approved by Company within 21 days following the Executive’s Separation from Service, and the Company’s good faith belief that the Executive is in full compliance with the covenants under paragraphs 7, 8, 9, or 11 of this Agreement. If the period for execution, delivery and non-revocation of the release described above spans two taxable years, payments will not commence until the second taxable year.

Qualifying Termination Following a Change in Control. (i) In the event that Executive has a Qualifying Termination within 24 months the twenty-four (24) month period following a Change in Control, Executive agrees that he shall receive only the following, subject to paragraph 6(c)(ii):: (1) i. The annual salary due to the Executive through the date of his Separation from Service. ii. The continuation of the Executive’s benefits (2if applicable) and payment of any accrued and unpaid vacation pay to the end of the statutory notice period as required by the Act. iii. A lump sum payment equal to an amount set forth on Schedule A 1.5 times the Executive’s base salary (as of the date of Executive’s termination), which is inclusive of the Executive’s right to this Agreement statutory pay in lieu of notice of termination and statutory severance pay under the Act; plus 1.5 times Executive’s target bonus at the time of cessation of employment (the “Severance Payment”). The Severance Payment shall be made by wire transfer or of immediately available funds to an account designated by Executive following the date of the Separation from Service. (3) A payment equal to the target annual bonus to which Executive would have been entitled but for Executive’s Separation from Service, for the year of Executive’s termination; pro-rated for the portion of the year during which he was employed by the Company (“Pro-rated Bonus”). (4) iv. Any vested rights of Executive in accordance with the terms of the Award Agreements and any other vested rights of Executive under any of the Company’s other plans, programs or policies. For clarity, Executive shall continue to participate in all compensation related plans and programs during any minimum statutory notice period required by the Act and shall likewise be entitled to receive any grants, awards or vesting during any applicable minimum statutory notice period. (5) v. Prompt reimbursement for any and all reimbursable business expenses (to the extent not already reimbursed) upon Executive’s properly accounting for the same. (6) Twelve Thousand Dollars ($12,000), payable in a single lump sum to assist with the Executive’s transition from employment. Payments under (2), (3) iii and (6) iv above shall commence or that exceed the minimum statutory entitlements owing to Executive shall be paid in full in a lump sum within 60 days following the Executive’s Separation from Service; provided, however, the Company’s obligation to pay the Executive such amounts is expressly conditioned upon the Executive’s execution, delivery to the Company, Service and expiration receipt of all revocation periods of a an executed full and final and complete release of claims in a form that is acceptable and approved by Company within 21 days following the Executive’s Separation from Service, and the Company’s good faith belief that the Executive is in full compliance with the covenants under paragraphs 7, 8, 9, or 11 of this Agreement. If the period for execution, delivery and non-revocation of the release described above spans two taxable years, payments will not commence until the second taxable yearrelease.

Qualifying Termination Following a Change in Control. (i) In the event that Executive has a Qualifying Termination within 24 months following a Change in Control, Executive shall receive the following, subject to paragraph 6(c)(ii): (1) The annual salary due to the Executive through the date of his Separation from Service. (2) A lump sum payment equal to an amount set forth on Schedule A to this Agreement (the “Severance Payment”). The Severance Payment shall be made by wire transfer or immediately available funds to an account designated by Executive following the date of the Separation from Service. (3) A payment equal to the target annual bonus to which Executive would have been entitled but for Executive’s Separation from Service, for the year of Executive’s termination; pro-rated for the portion of the year during which he was employed by the Company (“Pro-rated Bonus”). (4) Any vested rights of Executive in accordance with the Company’s plans, programs or policies. (5) Prompt reimbursement for any and all reimbursable business expenses (to the extent not already reimbursed) upon Executive’s properly accounting for the same. (6) Twelve Thousand Dollars ($12,000), 12,000.00 payable in a single lump sum to assist with the Executive’s transition from employment. Payments under (2), (3) and (6) above shall commence or shall be paid within 60 days following the Executive’s Separation from Service; provided, however, the Company’s obligation to pay the Executive such amounts is expressly conditioned upon the Executive’s execution, delivery to the Company, and expiration of all revocation periods of a final and complete release of claims in a form that is acceptable and approved by Company within 21 days following the Executive’s Separation from Service, and the Company’s good faith belief that the Executive is in full compliance with the covenants under paragraphs 7, 8, 9, or 11 of this Agreement. If the period for execution, delivery and non-revocation of the release described above spans two taxable years, payments will not commence until the second taxable year.