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 1(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) $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 receipt of, and signing and not revoking, a general release, upon terms acceptable to the Company and shall be likewise contingent on Executive’s full compliance with the covenants under paragraphs 2, 3, 4, and 6 of this Agreement.

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 1(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) $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 in full in a lump sum within 60 days following the Executive’s receipt ofSeparation from Service; provided, and signing and not revokinghowever, a general release, upon terms acceptable to that the Company and shall be likewise contingent on Executive’s Executive is in full compliance with the covenants under paragraphs 2, 3, 4, and 6 of this Agreement.

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 1(c)(ii6(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) $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 in full in a lump sum within 60 days following the Executive’s receipt ofSeparation from Service; provided, and signing and not revokinghowever, a general release, upon terms acceptable to that the Company and shall be likewise contingent on Executive’s Executive is in full compliance with the covenants under paragraphs 27, 38, 49, and 6 11 of this Agreement.