Common use of RESIGNATION FOLLOWING CHANGE OF CONTROL Clause in Contracts

RESIGNATION FOLLOWING CHANGE OF CONTROL. If (i) the Company terminates Executive’s employment without Cause or Executive terminates his employment with the Company for Good Reason and (ii) a “Change of Control” has occurred within the two-year period preceding, or within the one-year period following, the effective date of termination, Executive shall be entitled to the compensation described in this Section 7 in addition to the compensation and benefits provided for in Section 6(a) above and in lieu of the compensation and benefits provided for in Section 6(f) above: (i) a lump sum amount equal to two (2) times the sum of (A) and (B) below: (A) his Base Salary at the rate in effect immediately prior to the effective date of termination; and (B) the Bonus Average. (ii) Executive and his dependents shall be entitled to continue to receive medical, dental and vision insurance coverage at least equal in type and amount to that made available to full-time senior executives of the Company immediately prior to the effective date of termination for a period of two (2) years from the effective date of termination, or until Executive becomes eligible for employer-provided health insurance benefits from any other person or business entity (whether or not those health insurance benefits are comparable to the health insurance benefits provided by the Company), whichever occurs first. In the event that participation in any such plan, program, or arrangement of the Company is prohibited, the Company will arrange to provide benefits substantially similar to those benefits which Executive would have been entitled to receive under such plan, program, or arrangement, for such period. (iii) All of Executive’s then outstanding options to pursuant shares of the Company’s common stock shall be vested and exercisable in accordance with the terms of the Governing Stock Option Plan as then in effect.

RESIGNATION FOLLOWING CHANGE OF CONTROL. If (i) the Company terminates Executive’s 's employment without Cause or Executive terminates his employment with the Company for Good Reason and (ii) a “"Change of Control” " has occurred within the two-year period preceding, or within the one-year period following, the effective date of termination, Executive shall be entitled to the compensation described in this Section 7 in addition to the compensation and benefits provided for in Section 6(a) above and in lieu of the compensation and benefits provided for in Section 6(f) above: (i) a lump sum amount equal to two (2three(3) times the sum of (A) and (B) below: (A) his Base Salary at the rate in effect immediately prior to the effective date of termination; and (B) the Bonus Average. (ii) Executive and his dependents shall be entitled to continue to receive medical, dental and vision insurance coverage at least equal in type and amount to that made available to full-time senior executives of the Company immediately prior to the effective date of termination for a period of two three (23) years from the effective date of termination, or until Executive becomes eligible for employer-provided health insurance benefits from any other person or business entity (whether or not those health insurance benefits are comparable to the health insurance benefits provided by the Company), whichever occurs first. In the event that participation in any such plan, program, or arrangement of the Company is prohibited, the Company will arrange to provide benefits substantially similar to those benefits which Executive would have been entitled to receive under such plan, program, or arrangement, for such period. (iii) All of Executive’s 's then outstanding options to pursuant shares of the Company’s 's common stock shall be vested and exercisable in accordance with the terms of the Governing Stock Option Plan as then in effect.

RESIGNATION FOLLOWING CHANGE OF CONTROL. If (i) the Company terminates Executive’s employment without Cause or Executive terminates his employment with the Company for Good Reason and (ii) a “Change of Control” has occurred within the two-year period preceding, or within the one-year period following, the effective date of termination, Executive shall be entitled to the compensation described in this Section 7 in addition to the compensation and benefits provided for in Section 6(a) above and in lieu of the compensation and benefits provided for in Section 6(f) above: (i) a lump sum amount equal to two one (21) times the sum of (A) and (B) below: (A) his Base Salary at the rate in effect immediately prior to the effective date of termination; and (B) the Bonus Average. (ii) Executive and his dependents shall be entitled to continue to receive medical, dental and vision insurance coverage at least equal in type and amount to that made available to full-time senior executives of the Company immediately prior to the effective date of termination for a period of two one (21) years year from the effective date of termination, or until Executive becomes eligible for employer-provided health insurance benefits from any other person or business entity (whether or not those health insurance benefits are comparable to the health insurance benefits provided by the Company), whichever occurs first. In the event that participation in any such plan, program, or arrangement of the Company is prohibited, the Company will arrange to provide benefits substantially similar to those benefits which Executive would have been entitled to receive under such plan, program, or arrangement, for such period. (iii) All of Executive’s then outstanding options to pursuant shares of the Company’s common stock shall be vested and exercisable in accordance with the terms of the Governing Stock Option Plan as then in effect.

RESIGNATION FOLLOWING CHANGE OF CONTROL. If (i) the Company terminates Executive’s 's employment without Cause or Executive terminates Terminates his employment with the Company for Good Reason and (ii) a “"Change of Control” " has occurred within the two-year period preceding, preceding or within the one-year period following, following the effective date of termination, Executive shall be entitled to the compensation described in this Section 7 in addition to the compensation and benefits provided for in Section 6(a) above and in lieu of the compensation and benefits provided for in Section section 6(f) above: (i) a lump sum amount equal to two (2three(3) times the sum of (A) and (B) below: (A) his Base Salary at the rate in effect immediately prior to the effective date of termination; and (B) the Bonus Average. (ii) Executive and his dependents shall be entitled to continue to receive medical, dental and vision insurance coverage at least equal in type and amount to that made available to full-time senior executives of the Company immediately prior to the effective date of termination for a period of two three (23) years from the effective date of termination, or until Executive becomes eligible for employer-provided health insurance benefits from any other person or business entity (whether or not those health insurance benefits are comparable to the health insurance benefits provided by the Company), whichever occurs first. In the event that participation in any such plan, program, or arrangement of the Company is prohibited, the Company will arrange to provide benefits substantially similar to those benefits which Executive would have been entitled to receive under such plan, program, or arrangement, for such period. (iii) All of Executive’s 's then outstanding options to pursuant purchase shares of the Company’s 's common stock stock, or following consummation of the US Reorganization Transaction, of WSI's common stock, shall be vested and exercisable in accordance with the terms of the stock option plan of the Company or of WSI, as the case may be, pursuant to which such options were granted (the "Governing Stock Option Plan Plan") as then in effect.

RESIGNATION FOLLOWING CHANGE OF CONTROL. If (i) the Company terminates Executive’s employment without Cause or Executive terminates his employment with the Company for Good Reason and (ii) a “Change of Control” has occurred within the two-year period preceding, or within the one-year period following, the effective date of termination, or if (i) Executive terminates his employment with the Company without Good Reason and (ii) a “Change of Control” has occurred within the six-month period preceding the effective date of termination, Executive shall be entitled to the compensation described in this Section 7 in addition to the compensation and benefits provided for in Section 6(a) above and in lieu of the compensation and benefits provided for in Section 6(e) or Section 6(f) above: (i) a lump sum amount equal to two (2three(3) times the sum of (A) and (B) below: (A) his Base Salary at the rate in effect immediately prior to the effective date of termination; and (B) the Bonus Average. (ii) Executive and his dependents shall be entitled to continue to receive medical, dental and vision insurance coverage at least equal in type and amount to that made available to full-time senior executives of the Company immediately prior to the effective date of termination for a period of two three (23) years from the effective date of termination, or until Executive becomes eligible for employer-provided health insurance benefits from any other person or business entity (whether or not those health insurance benefits are comparable to the health insurance benefits provided by the Company), whichever occurs first. In the event that participation in any such plan, program, or arrangement of the Company is prohibited, the Company will arrange to provide benefits substantially similar to those benefits which Executive would have been entitled to receive under such plan, program, or arrangement, for such period. (iii) All of Executive’s then outstanding options to pursuant shares of the Company’s common stock shall be vested and exercisable in accordance with the terms of the Governing Stock Option Plan as then in effect.

RESIGNATION FOLLOWING CHANGE OF CONTROL. If (i) the Company terminates Executive’s 's employment without Cause or Executive terminates his employment with the Company for Good Reason and (ii) a “"Change of Control” " has occurred within the two-year period preceding, or within the one-year period following, the effective date of termination, Executive shall be entitled to the compensation described in this Section 7 in addition to the compensation and benefits provided for in Section 6(a) above and in lieu of the compensation and benefits provided for in Section 6(f) above: (i) a lump sum amount equal to two (2) times the sum of (A) and (B) below: (A) his Base Salary at the rate in effect immediately prior to the effective date of termination; and (B) the Bonus Average. (ii) Executive and his dependents shall be entitled to continue to receive medical, dental and vision insurance coverage at least equal in type and amount to that made available to full-time senior executives of the Company immediately prior to the effective date of termination for a period equal to the remainder of two (2) years the Employment Term from the effective date of termination, or until Executive becomes eligible for employer-provided health insurance benefits from any other person or business entity (whether or not those health insurance benefits are comparable to the health insurance benefits provided by the Company), whichever occurs first. In the event that participation in any such plan, program, or arrangement of the Company is prohibited, the Company will arrange to provide benefits substantially similar to those benefits which Executive would have been entitled to receive under such plan, program, or arrangement, for such period. (iii) All of Executive’s 's then outstanding options to pursuant shares of the Company’s 's common stock shall be vested and exercisable in accordance with the terms of the Governing Stock Option Plan as then in effect.