Common use of Severance Compensation in the Event of a Termination Upon a Change in Control Clause in Contracts

Severance Compensation in the Event of a Termination Upon a Change in Control. In the event the Employee's employment is terminated in a Termination Upon a Change in Control, the Employee shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination) for a period of 12 months from the date of termination of this Agreement, on the dates specified in Section 3.1, and an amount equal to the average annual bonus earned by the Employee in the two (2) years immediately preceding the date of termination. Notwithstanding anything in this Section 4.1 to the contrary, the Employee may in the Employee's sole discretion, by delivery of a notice to the Employer within thirty (30) days following a Termination Upon a Change in Control, elect to receive from the Employer a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this Section 4.1. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in the Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, the Employer shall make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee's election. The Employee shall also be entitled to an accelerated vesting of any awards granted to the Employee under Cybex's stock option plans. The Employee shall be provided with medical plan benefits under any health plans of Cybex or the Employer in which the Employee is a participant to the full extent of the Employee's rights under such plans for a period of 12 months from the date of termination of this Agreement; provided, however, that the benefits under any such plans of Cybex or the Employer in which the Employee is a participant, including any such perquisites, shall cease upon employment by a new employer.

Severance Compensation in the Event of a Termination Upon a Change in Control. (1) Upon a Change in Control, (i) all unvested Performance Shares held by the Employee shall become immediately vested in full, (ii) all Performance Units issued to the Employee pursuant to Section 3.7 hereof shall become immediately vested in full with the value of each Unit deemed to be $50, (iii) any unvested options to purchase shares of The Meditrust Companies held by the Employee shall become immediately vested and exercisable in accordance with the Plan in full. In the event the Employee's employment is terminated in a Termination Upon a Change in Control, subject to the signing by the Employee of a general release of employment-related claims (other than continuing rights under this Agreement) in a form and manner reasonably satisfactory to the Employer, the Employee shall be paid as severance compensation his Base Salary (at the rate payable at the time a lump sum in cash within 30 days of such termination) for a period termination in an amount equal to the full value of 12 months from the date of termination of this Agreement, on the dates specified in Section 3.1, his Performance Units and an amount equal to the average annual bonus earned by greater of two (2) or the Unexpired Term times the sum of (A) his Base Salary and (B) Maximum Bonus for the year of termination. The Employee in shall continue to enjoy the benefits under the medical and dental insurance plan and the non-qualified retirement plan, if any, for the greater of two (2) years immediately preceding or the date Unexpired Term and any and all debts of termination. Notwithstanding anything in this Section 4.1 to the contrary, the Employee may in the Employee's sole discretion, by delivery of a notice to the Employer within thirty (30) days following a Termination Upon a Change in Control, elect to receive from the Employer a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise will be paid to the Employee pursuant to this Section 4.1. Such present value shall be determined as of the date of delivery of the notice of election forgiven by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in the Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, the Employer shall make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee's electionEmployer. The Employee shall also be entitled to provided with an accelerated vesting automobile allowance for the greater of any awards granted two (2) years or the Unexpired Term at a level which is not less than the level provided to the Employee immediately prior to such termination. (2) Notwithstanding the foregoing, in the event of the determination (as hereinafter provided) that any required payment by the Employer to or for the benefit of the Employee (whether paid or payable pursuant to the terms of the Agreement or otherwise pursuant to, or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right, or similar right, or the lapse or termination of any restriction on the vesting or exercisability of any of the foregoing including without limitation the acceleration of the vesting or lapse of deferral periods under Cybex's stock option plans. The any equity or incentive compensation program (individually and collectively, "Severance Payments")) would be subject to excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any successor provision thereto (the "Excise Tax"), the following provisions shall apply: (i) If the Severance Payments, reduced by the sum of (1) the Excise Tax and (2) the total of the Federal, state, and local income and employment taxes payable by the Employee on the amount of the Severance Payments which are in excess of the Threshold Amount (as defined below), are greater than or equal to the Threshold Amount, the Employee shall be provided with medical plan benefits under any health plans of Cybex or the Employer in which the Employee is a participant entitled to the full extent benefits payable under this Agreement. (ii) If the Threshold Amount is less than (a) the Severance Payments, but greater than (b) the Severance Payments reduced by the sum of (1) the Excise Tax and (2) the total of the Employee's rights Federal, state, and local income and employment taxes on the amount of the Severance Payments which are in excess of the Threshold Amount, then the benefits payable under such plans for a period of 12 months from this Agreement shall be reduced (but not below zero (0)) to the date of termination of this Agreement; provided, however, extent necessary so that the benefits under any maximum Severance Payments shall equal the Threshold Amount. To the extent that there is more than one method of reducing the payments to bring them within the Threshold Amount, the Employee shall determine which method shall be followed; provided that if the Employee fails to make such plans of Cybex or determination within 15 days after the Employer in which has sent the Employee is a participantwritten notice of the need for such reduction, including any the Employer may determine the amount of such perquisites, shall cease upon employment by a new employerreduction in its sole discretion.

Severance Compensation in the Event of a Termination Upon a Change in Control. In the event the Employee's employment is terminated in EMPLOYEE elects to terminate this Agreement as a result of a Termination Upon a A Change in In Control, the Employee shall be paid as severance compensation his EMPLOYEE's Base Salary (at the rate payable at the time of such termination) shall be continued in semi-monthly installments for a period of 12 18 months from the effective date of termination of this Agreement, on the dates specified in Section 3.1, and an amount equal to the average annual bonus earned by the Employee in the two (2) years immediately preceding the date of such termination. Notwithstanding anything in this Section 4.1 5.5 to the contrary, the Employee may in the Employee's sole discretionEMPLOYEE may, by delivery anytime following notification of a notice to the Employer within thirty (30) days following a Termination Upon a A Change in In Control, elect submit to receive from the Employer Chief Executive Officer a written request for a lump sum severance payment by bank cashier's check equal to the present value total of the flow of all unpaid cash payments that would otherwise be paid to the Employee EMPLOYEE pursuant to this Section 4.1. Such present value 5.5, which request shall not be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in the Wall Street Journal (or similar publication), on the date of delivery of the election noticeunreasonably denied. If the Employee Chief Executive Officer elects to receive grant the request for a lump sum severance payment, the Employer shall TOKOX xxxll make such payment to the Employee EMPLOYEE within ten (10) 20 days following the date on which EMPLOYEE requests a lump sum severance payment or the Employee notifies effective date of such termination, whichever occurs earlier. In the Employer event that the Chief Executive Officer elects to deny such request, TOKOX xxxll provide security, satisfactory to EMPLOYEE, which approval shall not be unreasonably withheld, to ensure payment of all amounts owing to EMPLOYEE when due. In addition to the Employee's electionseverance payment payable under this Section 5.5, EMPLOYEE shall be paid an amount equal to 1.5 times the highest bonus earned by EMPLOYEE as an employee of TOKOX. The Employee XMPLOYEE shall also be entitled to an accelerated vesting of any awards granted to the Employee EMPLOYEE under CybexTokox' Xxcentive Stock Option Plan with no acceleration, however, of EMPLOYEE's stock option plansrights to exercise such awards. The Employee EMPLOYEE, shall be provided with medical plan entitled, at no cost to EMPLOYEE, to participate in the full executive program of any outplacement firm, acceptable to both EMPLOYEE and TOKOX, xxtil EMPLOYEE's reemployment by another employer. In addition to the cost of such outplacement program, to the extent that any part of such cost constitutes income to EMPLOYEE for state or federal income tax purposes, TOKOX xxxll "gross-up" such amount to compensate EMPLOYEE for all taxes hi may be required to pay. EMPLOYEE shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any health plans of Cybex or the Employer in TOKOX xx which the Employee EMPLOYEE is a participant to the full extent of the EmployeeEMPLOYEE's rights under such plans plans, including any perquisites provided under this Agreement, for a the 18 month period of 12 months from the effective date of termination of this Agreementsuch termination; provided, however, that the benefits under any such plans of Cybex or the Employer TOKOX (xxher than Tokox' Xxcentive Stock Option Plan) in which the Employee EMPLOYEE is a participant, including any such perquisitesprerequisites, shall cease upon EMPLOYEE's re-employment by a new another employer.

Severance Compensation in the Event of a Termination Upon a Change in Control. In the event the Employee's employment is terminated in of a Termination Upon a Change in Control, the Employee shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination) for a period of 12 twelve (12) months from the date of termination of this Agreementsuch Termination Upon a Change in Control, on the dates specified in Section 3.1, and the Employee shall also be paid an amount equal to the average annual bonus earned by the Employee after the Merger as an employee of Avocent Corporation and its affiliates in the two (2) years (or such lesser period following the Merger) immediately preceding the date of termination. Notwithstanding anything in this Section 4.1 to the contrary, the Employee may in the Employee's ’s sole discretion, by delivery of a notice to the Employer within thirty (30) days following a Termination Upon a Change in Control, elect to receive from the Employer a lump sum severance payment by bank cashier's ’s check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this Section 4.1. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in the The Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, Avocent Corporation shall cause the Employer shall to make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee's ’s election. The Employee shall also be entitled to an accelerated have the vesting of any awards granted to the Employee under Cybex's any Avocent stock option plansplans fully accelerated. The Employee shall be provided with medical plan benefits under any health plans of Cybex Avocent or the Employer in which the Employee is a participant to the full extent of the Employee's ’s rights under such plans for a period of 12 months from the date of termination of this Agreement; provided, however, that the benefits under any such plans of Cybex or the Employer in which the Employee is a participant, including any such perquisites, shall cease upon employment by a new employer.of

Severance Compensation in the Event of a Termination Upon a Change in Control. In the event the Employee's employment is terminated in of a Termination Upon a Change in Control, and contingent on Employee signing and not revoking a Release, the Employee shall be entitled to the severance payments and benefits in this Section 4.1. The Employee shall be paid as severance compensation a lump sum amount equal to two (2) times his annual Base Salary (calculated at the rate payable at the time of such termination) for a period of 12 months from the date of termination of this Agreement, on the dates specified in Section 3.1Severance Payment Date, and an on the Severance Payment Date, the Employee shall also be paid a lump sum amount equal to the average annual bonus earned by the Employee as an employee of Employer and Avocent and its predecessors in the two (2) years immediately preceding the date of termination. Notwithstanding anything in this Section 4.1 to the contrary; provided, the Employee may however, that in the Employee's sole discretion, by delivery of a notice to the Employer within thirty (30) days following a Termination Upon a Change in Control, elect to receive from the Employer a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this Section 4.1. Such present value shall be determined as of event the date of delivery termination is prior to the determination of the notice of election by the Employee’s annual Bonus for calendar year 2009, Employee and shall be based on a discount rate paid an amount equal to his targeted bonus for 2009 in lieu of his average annual bonus over the interest rate of 90-day U.S. Treasury bills, as reported in the Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, the Employer shall make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee's electionprior two years. The Employee shall also be entitled to an accelerated have the vesting of any awards granted to the Employee under Cybex's any Avocent stock option, restricted stock units, performance share, or other equity plans deemed and treated as fully earned and accelerated, and all such shares under any stock option plansawards, restricted stock unit awards, and performance share awards to Employee shall be delivered to Employee on the Severance Payment Date. The Employee shall also be provided with allowed to participate at Employee’s expense in Employer’s medical plan benefits under any health plans of Cybex Avocent or the Employer in which the Employee is a participant to the full extent of the Employee's ’s rights under such plans for a period of 12 eighteen (18) months from the date of termination such Termination Upon a Change in Control, and on the Severance Payment Date, Employer shall pay Employee an amount equal to the estimated employer-paid cost of this Agreement; provided, however, that the benefits such coverage (which shall be used by Employee to fund such coverage under any such plans of Cybex or the Employer in which the Employee is a participant, including any such perquisites, shall cease upon employment by a new employerEmployer’s plans).

Severance Compensation in the Event of a Termination Upon a Change in Control. In the event the Employee's employment is terminated in a Termination Upon a Change in Control, the Employer shall pay to Employee shall be paid as severance compensation his on the dates specified in Section 3.1: (a) His Base Salary (at the rate payable at the time of such termination); (b) A Bonus equal to the greater of (i) thirty three and thirty three one hundredths percent (33.33 %) of the Employee's Base Salary and (ii) the amount of the annual Bonus that Employer last paid to Employee, with the Bonus amount to be paid out in equal semi-monthly installments at the same time as the Base Salary and; (c) All of the Additional Benefits described in Section 3.3 hereinabove; for a period equal to the greater of 12 (i) the remaining portion of the Initial Term and (ii) twelve (12) months from the date of termination of such termination. Employee is under no obligation to mitigate the amount owed Employee pursuant to this Agreement, on the dates specified in Section 3.1, and an amount equal to the average annual bonus earned by the Employee in the two (2) years immediately preceding the date of terminationseeking other employment or otherwise. Notwithstanding anything in this Section 4.1 to the contrary, the Employee may in the Employee's sole discretion, by delivery of a notice to the Employer within thirty (30) days following a Termination Upon a Change in Control, elect to receive from Compensation in the Employer form of a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this Section 4.1. Such present value shall be determined as discounted at the average of the date of delivery of last three months' federal funds rate for the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, New York District as reported listed in the Wall Street Journal (or similar publication), on the date of delivery of the election noticeJournal. If the Employee elects to receive a lump sum severance payment, the Employer shall make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee's election. The Employee shall also be entitled to an accelerated vesting of any awards granted to the Employee under Cybexthe Employer's Stock Option Plan to the extent provided in the stock option plansagreement entered into at the time of grant, if any. The Employee shall be provided with medical plan continue to accrue retirement benefits and shall continue to enjoy any benefits under any health plans of Cybex or the Employer in which the Employee is a participant to the full extent of the Employee's rights under such plans for a period of 12 months from plans, including any perquisites provided under this Agreement, through the date of termination remaining term of this Agreement; provided, however, that the benefits under any such plans of Cybex or the Employer in which the Employee is a participant, including any such perquisites, shall cease upon employment by a new employer.

Severance Compensation in the Event of a Termination Upon a Change in Control. In the event the Employee's employment is terminated in of a Termination Upon a Change in Control, the Employee shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination) for a period of 12 twelve (12) months from the date of termination of this Agreementsuch Termination Upon a Change in Control, on the dates specified in Section 3.1, and the Employee shall also be paid an amount equal to the average annual bonus earned by the Employee as an employee of Avocent Corporation and its affiliates and predecessors in the two (2) years immediately preceding the date of termination. For any bonus calculation using the 2003 and/or 2004 calendar year bonus(es) (which were paid in 2004 and 2005, respectively), the bonus paid to Employee for such year(s) shall be doubled for purposes of this average bonus calculation. Notwithstanding anything in this Section 4.1 to the contrary, the Employee may in the Employee's ’s sole discretion, by delivery of a notice to the Employer within thirty (30) days following a Termination Upon a Change in Control, elect to receive from the Employer a lump sum severance payment by bank cashier's ’s check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this Section 4.1. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in the The Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, Avocent Corporation shall cause the Employer shall to make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee's ’s election. The Employee shall also be entitled to an accelerated have the vesting of any awards granted to the Employee under Cybex's any AHC or Avocent stock option plansplans fully accelerated. The Employee shall be provided with medical plan benefits under any health plans of Cybex Avocent or the Employer in which the Employee is a participant to the full extent of the Employee's ’s rights under such plans for a period of 12 twelve (12) months from the date of termination of this Agreement; provided, however, that the benefits under any such plans of Cybex or the Employer Termination Upon a Change in which the Control (even if Employee is elects to receive a participant, including any such perquisites, shall cease upon employment by a new employerlump sum severance payment).

Severance Compensation in the Event of a Termination Upon a Change in Control. (1) Upon a Change in Control, (i) all unvested Performance Shares held by the Employee shall become immediately vested in full, (ii) all Performance Units issued to the Employee pursuant to Section 3.7 hereof shall become immediately vested in full with the value of each Unit deemed to be $50, (iii) any unvested options to purchase shares of The Meditrust Companies held by the Employee shall become immediately vested and exercisable in accordance with the Plan in full. In the event the Employee's employment is terminated in a Termination Upon a Change in Control, subject to the signing by the Employee of a general release of employment-related claims (other than continuing rights under this Agreement) in a form and manner reasonably satisfactory to the Employer, the Employee shall be paid as severance compensation his Base Salary (at the rate payable at the time a lump sum in cash within 30 days of such termination) for a period termination in an amount equal to the full value of 12 months from the date of termination of this Agreement, on the dates specified in Section 3.1, her Performance Units and an amount equal to the average annual bonus earned by greater of two (2) or the Unexpired Term times the sum of (A) her Base Salary and (B) Maximum Bonus for the year of termination. The Employee in shall continue to enjoy the benefits under the medical and dental insurance plan and the non-qualified retirement plan, if any, for the greater of two (2) years immediately preceding or the date Unexpired Term and any and all debts of termination. Notwithstanding anything in this Section 4.1 to the contrary, the Employee may in the Employee's sole discretion, by delivery of a notice to the Employer within thirty (30) days following a Termination Upon a Change in Control, elect to receive from the Employer a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise will be paid to the Employee pursuant to this Section 4.1. Such present value shall be determined as of the date of delivery of the notice of election forgiven by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in the Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, the Employer shall make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee's electionEmployer. The Employee shall also be entitled to provided with an accelerated vesting automobile allowance for the greater of any awards granted two (2) years or the Unexpired Term at a level which is not less than the level provided to the Employee immediately prior to such termination. (2) Notwithstanding the foregoing, in the event of the determination (as hereinafter provided) that any required payment by the Employer to or for the benefit of the Employee (whether paid or payable pursuant to the terms of the Agreement or otherwise pursuant to, or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right, or similar right, or the lapse or termination of any restriction on the vesting or exercisability of any of the foregoing including without limitation the acceleration of the vesting or lapse of deferral periods under Cybex's stock option plans. The any equity or incentive compensation program (individually and collectively, "Severance Payments")) would be subject to excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any successor provision thereto (the "Excise Tax"), the following provisions shall apply: (i) If the Severance Payments, reduced by the sum of (1) the Excise Tax and (2) the total of the Federal, state, and local income and employment taxes payable by the Employee on the amount of the Severance Payments which are in excess of the Threshold Amount (as defined below), are greater than or equal to the Threshold Amount, the Employee shall be provided with medical plan benefits under any health plans of Cybex or the Employer in which the Employee is a participant entitled to the full extent benefits payable under this Agreement. (ii) If the Threshold Amount is less than (a) the Severance Payments, but greater than (b) the Severance Payments reduced by the sum of (1) the Excise Tax and (2) the total of the Employee's rights Federal, state, and local income and employment taxes on the amount of the Severance Payments which are in excess of the Threshold Amount, then the benefits payable under such plans for a period of 12 months from this Agreement shall be reduced (but not below zero (0)) to the date of termination of this Agreement; provided, however, extent necessary so that the benefits under any maximum Severance Payments shall equal the Threshold Amount. To the extent that there is more than one method of reducing the payments to bring them within the Threshold Amount, the Employee shall determine which method shall be followed; provided that if the Employee fails to make such plans of Cybex or determination within 15 days after the Employer in which has sent the Employee is a participantwritten notice of the need for such reduction, including any the Employer may determine the amount of such perquisites, shall cease upon employment by a new employerreduction in its sole discretion.

Severance Compensation in the Event of a Termination Upon a Change in Control. In the event the Employee's employment is terminated in a Termination Upon a Change in Control, the Employee shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination) for a period of 12 months from the date of termination of this Agreement, on the dates specified in Section 3.1, and an amount equal to the average annual bonus earned by the Employee in the two (2) years immediately preceding the date of termination. Notwithstanding anything in this Section 4.1 to the contrary, the Employee may in the Employee's sole discretion, by delivery of a notice to the Employer within thirty (30) days following a Termination Upon a Change in Control, elect to receive from the Employer a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this Section 4.1. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in the Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, the Employer shall make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee's election. The Employee shall also be entitled to an accelerated vesting of any awards granted to the Employee under CybexEmployer's stock option plans. The Employee shall be provided with medical plan benefits under any health plans of Cybex or the Employer in which the Employee is a participant to the full extent of the Employee's rights under such plans for a period of 12 months from the date of termination of this Agreement; provided, however, that the benefits under any such plans of Cybex or the Employer in which the Employee is a participant, including any such perquisites, shall cease upon employment by a new employer.

Severance Compensation in the Event of a Termination Upon a Change in Control. In the event the Employee's employment is terminated in a Termination Upon a Change in Control, the Employee shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination) for a period of 12 18 months from the date of termination of this Agreement, on the dates specified in Section 3.1, and an amount equal to fifty percent (50%) of the average annual bonus earned by the Employee in the two (2) years immediately preceding the date of termination. ; provided, however, that in the event the Employee votes his shares of the common stock of Cybex in favor the Change in Control, the prior sentence shall be deemed to be amended to substitute "9 months" for "18 months." Notwithstanding anything in this Section 4.1 to the contrary, the Employee may in the Employee's sole discretion, by delivery of a notice to the Employer within thirty (30) days following a Termination Upon a Change in Control, elect to receive from the Employer a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this Section 4.1. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in the Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, the Employer shall make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee's election. The Employee shall also be entitled to an accelerated vesting of any awards granted to the Employee under Cybex's stock option plans. The Employee shall be provided with medical plan benefits under any health plans of Cybex or the Employer in which the Employee is a participant to the full extent of the Employee's rights under such plans for a period of 12 18 months from the date of termination of this Agreement; provided, however, that the benefits under any such plans of Cybex or the Employer in which the Employee is a participant, including any such perquisites, shall cease upon employment by a new employer.

Severance Compensation in the Event of a Termination Upon a Change in Control. In the event the Employee's employment is terminated in a Termination Upon a Change in Control, the Employee shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination) for a period of 12 twelve (12) months from the date of termination of this Agreement, on the dates specified in Section 3.1, and an amount equal to the average annual bonus earned by the Employee as an employee of Avocent Corporation and its affiliates and predecessors in the two (2) years immediately preceding the date of termination. Notwithstanding anything in this Section 4.1 to the contrary, the Employee may in the Employee's sole discretion, by delivery of a notice to the Employer within thirty (30) days following a Termination Upon a Change in Control, elect to receive from the Employer a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this Section 4.1. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in the The Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, Avocent Corporation shall cause the Employer shall to make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee's election. The Employee shall also be entitled to an accelerated have the vesting of any awards granted to the Employee under Cybex's any Apex or Avocent stock option plansplans fully accelerated. The Employee shall be provided with medical plan benefits under any health plans of Cybex Avocent or the Employer in which the Employee is a participant to the full extent of the Employee's rights under such plans for a period of 12 months from the date of termination of this Agreement; provided, however, that the benefits under any such plans of Cybex Employer or the Employer Avocent in which the Employee is a participant, including any such perquisites, shall cease upon employment by a new employer.

Severance Compensation in the Event of a Termination Upon a Change in Control. In the event the Employee's employment is terminated in of a Termination Upon a Change in Control, the Employee shall be paid as severance compensation his her Base Salary (at the rate payable at the time of such termination) for a period of 12 twelve (12) months from the date of termination of this Agreementsuch Termination Upon a Change in Control, on the dates specified in Section 3.1, and the Employee shall also be paid an amount equal to the average annual bonus earned by the Employee as an employee of Avocent Corporation and its affiliates and predecessors in the two (2) years immediately preceding the date of termination. Notwithstanding anything in this Section 4.1 to the contrary, the Employee may in the Employee's ’s sole discretion, by delivery of a notice to the Employer within thirty (30) days following a Termination Upon a Change in Control, elect to receive from the Employer a lump sum severance payment by bank cashier's ’s check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this Section 4.1. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in the The Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, Avocent Corporation shall cause the Employer shall to make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee's ’s election. The Employee shall also be entitled to an accelerated have the vesting of any awards granted to the Employee under Cybex's any Avocent stock option plansoption, restricted stock, performance share, or other equity plans deemed and treated as fully earned and accelerated. The Employee shall be provided with medical plan benefits under any health plans of Cybex Avocent or the Employer in which the Employee is a participant to the full extent of the Employee's ’s rights under such plans for a period of 12 twelve (12) months from the date of termination of this Agreement; provided, however, that the benefits under any such plans of Cybex or the Employer Termination Upon a Change in which the Control (even if Employee is elects to receive a participant, including any such perquisites, shall cease upon employment by a new employerlump sum severance payment).

Severance Compensation in the Event of a Termination Upon a Change in Control. In the event the Employee's employment is terminated in EMPLOYEE elects to terminate this Agreement as a result of a Termination Upon a A Change in In Control, the Employee shall be paid as severance compensation his EMPLOYEE's Base Salary (at the rate payable at the time of such termination) shall be continued in semi-monthly installments for a period of 12 18 months from the effective date of termination of this Agreement, on the dates specified in Section 3.1, and an amount equal to the average annual bonus earned by the Employee in the two (2) years immediately preceding the date of such termination. Notwithstanding anything in this Section 4.1 5.4 to the contrary, the Employee may in the Employee's sole discretionEMPLOYEE may, by delivery anytime following notification of a notice to the Employer within thirty (30) days following a Termination Upon a A Change in In Control, elect submit to receive from the Employer Chief Executive Officer a written request for a lump sum severance payment by bank cashier's check equal to the present value total of the flow of all unpaid cash payments that would otherwise be paid to the Employee EMPLOYEE pursuant to this Section 4.1. Such present value 5.4, which request shall not be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in the Wall Street Journal (or similar publication), on the date of delivery of the election noticeunreasonably denied. If the Employee Chief Executive Officer elects to receive grant the request for a lump sum severance payment, the Employer shall TOKOX xxxll make such payment to the Employee EMPLOYEE within ten (10) 20 days following the date on which EMPLOYEE requests a lump sum severance payment or the Employee notifies effective date of such termination, whichever occurs earlier. In the Employer event that the Chief Executive Officer elects to deny such request, TOKOX xxxll provide security, satisfactory to EMPLOYEE, which approval shall not be unreasonably withheld, to ensure payment of all amounts owing to EMPLOYEE when due. In addition to the Employee's electionseverance payment payable under this Section 5.4, EMPLOYEE shall be paid an amount equal to 1.5 times the highest bonus earned by EMPLOYEE as an employee of TOKOX. The Employee XMPLOYEE shall also be entitled to an accelerated vesting of any awards granted to the Employee EMPLOYEE under CybexTokox' Xxcentive Stock Option Plan with no acceleration, however, of EMPLOYEE's stock option plansrights to exercise such awards. The Employee EMPLOYEE, shall be provided with medical plan entitled, at no cost to EMPLOYEE, to participate in the full executive program of any outplacement firm, acceptable to both EMPLOYEE and TOKOX, xxtil EMPLOYEE's reemployment by another employer. In addition to the cost of such outplacement program, to the extent that any part of such cost constitutes income to EMPLOYEE for state or federal income tax purposes, TOKOX xxxll "gross-up" such amount to compensate EMPLOYEE for all taxes she may be required to pay. EMPLOYEE shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any health plans of Cybex or the Employer in TOKOX xx which the Employee EMPLOYEE is a participant to the full extent of the EmployeeEMPLOYEE's rights under such plans plans, including any perquisites provided under this Agreement, for a the 18 month period of 12 months from the effective date of termination of this Agreementsuch termination; provided, however, that the benefits under any such plans of Cybex or the Employer TOKOX (xxher than Tokox' Xxcentive Stock Option Plan) in which the Employee EMPLOYEE is a participant, including any such perquisitesprerequisites, shall cease upon EMPLOYEE's re-employment by a new another employer.

Severance Compensation in the Event of a Termination Upon a Change in Control. In the event the Employee's employment is terminated in of a Termination Upon a Change in Control, the Employee shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination) for a period of 12 twelve (12) months from the date of termination of this Agreementsuch Termination Upon a Change in Control, on the dates specified in Section 3.1, and the Employee shall also be paid an amount equal to the average annual bonus earned by the Employee after the Merger as an employee of Avocent Corporation and its affiliates in the two (2) years (or such lesser period following the Merger) immediately preceding the date of termination. Notwithstanding anything in this Section 4.1 to the contrary, the Employee may in the Employee's ’s sole discretion, by delivery of a notice to the Employer within thirty (30) days following a Termination Upon a Change in Control, elect to receive from the Employer a lump sum severance payment by bank cashier's ’s check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this Section 4.1. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in the The Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, Avocent Corporation shall cause the Employer shall to make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee's ’s election. The Employee shall also be entitled to an accelerated have the vesting of any awards granted to the Employee under Cybex's any AHC or Avocent stock option plansplans fully accelerated. The Employee shall be provided with medical plan benefits under any health plans of Cybex Avocent or the Employer in which the Employee is a participant to the full extent of the Employee's ’s rights under such plans for a period of 12 twelve (12) months from the date of termination of this Agreement; provided, however, that the benefits under any such plans of Cybex or the Employer Termination Upon a Change in which the Control (even if Employee is elects to receive a participant, including any such perquisites, shall cease upon employment by a new employerlump sum severance payment).

Severance Compensation in the Event of a Termination Upon a Change in Control. In the event the Employee's employment is terminated in of a Termination Upon a Change in Control, the Employee shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination) for a period of 12 twelve (12) months from the date of termination of this Agreementsuch Termination Upon a Change in Control, on the dates specified in Section 3.1, and the Employee shall also be paid an amount equal to the average annual bonus earned by the Employee as an employee of Avocent Corporation and its affiliates and predecessors in the two (2) years immediately preceding the date of termination. Notwithstanding anything in this Section 4.1 to the contrary, the Employee may in the Employee's ’s sole discretion, by delivery of a notice to the Employer within thirty (30) days following a Termination Upon a Change in Control, elect to receive from the Employer a lump sum severance payment by bank cashier's ’s check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this Section 4.1. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in the The Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, Avocent Corporation shall cause the Employer shall to make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee's ’s election. The Employee shall also be entitled to an accelerated have the vesting of any awards granted to the Employee under Cybex's any AHC or Avocent stock option plansplans fully accelerated. The Employee shall be provided with medical plan benefits under any health plans of Cybex Avocent or the Employer in which the Employee is a participant to the full extent of the Employee's ’s rights under such plans for a period of 12 twelve (12) months from the date of termination of this Agreement; provided, however, that the benefits under any such plans of Cybex or the Employer Termination Upon a Change in which the Control (even if Employee is elects to receive a participant, including any such perquisites, shall cease upon employment by a new employerlump sum severance payment).

Severance Compensation in the Event of a Termination Upon a Change in Control. In the event the Employee's employment is terminated in a Termination Upon a Change in Control, the Employee shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination) ), for a period of 12 six (6) months from the date of termination of this Agreement, Agreement on the dates specified in Section 3.1, and an amount equal to the average annual bonus earned by the Employee in the two (2) years immediately preceding the date of termination. Notwithstanding anything in this Section 4.1 to the contrary, the Employee may in the Employee's sole discretion, by delivery of a notice to the Employer Company within thirty (30) days following a Termination Upon a Change in Control, elect to receive from the Employer Company a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this Section 4.1. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in the Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, the Employer Company shall make such payment to the Employee within ten (10) days following the date on which the Employee officer notifies the Employer Company of the Employee's election. In addition to the severance payment payable under this Section 4.1, the Employee shall be paid an amount equal to one-half of the average annual bonus earned by the Employee in the two (2) years immediately preceding the date of termination. The Employee shall also be entitled to an accelerated vesting of any awards granted to the Employee under Cybex's stock option plans. The Employee shall be provided with medical plan benefits under any health plans of Cybex or the Employer in which the Employee is a participant to the full extent of the Employee's rights under such plans for a period of 12 months from the date of termination of this Agreement; provided, however, that the benefits under any such plans of Cybex or the Employer in which the Employee is a participant, including any such perquisites, shall cease upon employment by a new employer.Company's

Severance Compensation in the Event of a Termination Upon a Change in Control. In the event the Employee's employment is terminated in of a Termination Upon a Change in Control, the Employee shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination) for a period of 12 twelve (12) months from the date of termination of this Agreement, on the dates specified in Section 3.1, and an amount equal to the average annual bonus earned by the Employee as an employee of Avocent Corporation and its affiliates in the two (2) years immediately preceding the date of termination. Notwithstanding anything in this Section 4.1 to the contrary, the Employee may in the Employee's ’s sole discretion, by delivery of a notice to the Employer within thirty (30) days following a Termination Upon a Change in Control, elect to receive from the Employer a lump sum severance payment by bank cashier's ’s check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this Section 4.1. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of 90-–day U.S. Treasury bills, as reported in the The Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, Avocent Corporation shall cause the Employer shall to make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee's ’s election. The Employee shall also be entitled to an accelerated have the vesting of any awards granted to the Employee under Cybex's any Cybex or Avocent stock option plansplans fully accelerated. The Employee shall be provided with medical plan benefits under any health plans of Cybex Avocent or the Employer in which the Employee is a participant to the full extent of the Employee's ’s rights under such plans for a period of 12 months from the date of termination of this Agreement; provided, however, that the benefits under any such plans of Cybex or the Employer in which the Employee is a participant, including any such perquisites, shall cease upon employment by a new employer.

Severance Compensation in the Event of a Termination Upon a Change in Control. (a) Upon a Change in Control, (i) all unvested Performance Shares held by the Employee shall become immediately vested in full, (ii) all Performance Units issued to the Employee shall become immediately vested in full with the value of each unit deemed to be $50, (iii) any unvested options to purchase paired shares of The Meditrust Companies held by the Employee shall become immediately vested and exercisable in full in accordance with the Employer's 1995 Share Award Plan, and (iv) all previously authorized but unissued stock grants shall immediately be issued by the Employer to the Employee. In the event the Employee's employment is terminated in a Termination Upon a Change in Control, subject to the signing by the Employee of a general release of employment-related claims (other than continuing rights under this Agreement) in a form and manner reasonably satisfactory to the Employer, the Employee shall be paid as severance compensation his Base Salary (at the rate payable at the time a lump sum in cash within 30 days of such termination) for a period termination in an amount equal to the full value of 12 months from the date of termination of this Agreement, on the dates specified in Section 3.1, her Performance Units and an amount equal to the average annual sum of (A) her base salary and (B) her maximum bonus earned by opportunity (but not less than 50% of base salary) for the Employee in the two (2) years immediately preceding the date year of termination. Notwithstanding anything in this Section 4.1 to the contrary, the Employee may in the Employee's sole discretion, by delivery of a notice to the Employer within thirty (30) days following a Termination Upon a Change in Control, elect to receive from the Employer a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this Section 4.1. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in the Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, the Employer shall make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee's election. The Employee shall also continue to enjoy the benefits under the medical and dental insurance plan for one (1) year. (b) Notwithstanding the foregoing, in the event of the determination (as hereinafter provided) that any required payment by the Employer to or for the benefit of the Employee (whether paid or payable pursuant to the terms of the Agreement or otherwise pursuant to, or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right, or similar right, or the lapse or termination of any restriction on the vesting or exercisability of any of the foregoing including without limitation the acceleration of the vesting or lapse of deferral periods under any equity or incentive compensation program (individually and collectively, "Severance Payments")) would be subject to excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any successor provision thereto (the "Excise Tax"), the following provisions shall apply: (i) If the Severance Payments, reduced by the sum of (1) the Excise Tax and (2) the total of the Federal, state, and local income and employment taxes payable by the Employee on the amount of the Severance Payments which are in excess of the Threshold Amount (as defined below), are greater than or equal to the Threshold Amount, the Employee shall be entitled to an accelerated vesting the full benefits payable under this Agreement. (ii) If the Threshold Amount is less than (a) the Severance Payments, but greater than (b) the Severance Payments reduced by the sum of any awards granted (1) the Excise Tax and (2) the total of the Federal, state, and local income and employment taxes on the amount of the Severance Payments which are in excess of the Threshold Amount, then the benefits payable under this Agreement shall be reduced (but not below zero (0)) to the Employee under Cybex's stock option plansextent necessary so that the maximum Severance Payments shall equal the Threshold Amount. The To the extent that there is more than one method of reducing the payments to bring them within the Threshold Amount, the Employee shall determine which method shall be followed; provided with medical plan benefits under any health plans of Cybex or that if the Employee fails to make such determination within 15 days after the Employer in which has sent the Employee is a participant to the full extent written notice of the Employee's rights under need for such plans for a period of 12 months from the date of termination of this Agreement; providedreduction, however, that the benefits under any such plans of Cybex or the Employer may determine the amount of such reduction in which the Employee is a participant, including any such perquisites, shall cease upon employment by a new employerits sole discretion.

Severance Compensation in the Event of a Termination Upon a Change in Control. Upon a Change in Control, (i) all unvested Performance Shares held by the Employee shall become immediately vested in full, (ii) all Performance Units issued to the Employee pursuant to Section 3.7 hereof shall become immediately vested in full with the value of each Unit deemed to be $50, (iii) any unvested options to purchase shares of The Meditrust Companies held by the Employee shall become immediately vested and exercisable in accordance with the Plan in full. In the event the Employee's employment is terminated in a Termination Upon a Change in Control, subject to the signing by the Employee of a general release of employment-related claims (other than continuing rights under this Agreement) in a form and manner reasonably satisfactory to the Employer, the Employee shall be paid as severance compensation his Base Salary (at the rate payable at the time a lump sum in cash within 30 days of such termination) for a period termination in an amount equal to the full value of 12 months from the date of termination of this Agreement, on the dates specified in Section 3.1, his Performance Units and an amount equal to the average annual bonus earned by greater of three (3) or the Employee in Unexpired Term times the two sum of (2A) years immediately preceding his Base Salary and (B) Maximum Bonus for the date year of termination. Notwithstanding anything in this Section 4.1 The Employee shall continue to enjoy the contrarybenefits under the medical and dental insurance plan and the non-qualified retirement plan, if any, for the greater of three (3) years or the Unexpired Term and any and all debts of the Employee may in the Employee's sole discretion, by delivery of a notice to the Employer within thirty (30) days following a Termination Upon a Change in Control, elect to receive from the Employer a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise will be paid to the Employee pursuant to this Section 4.1. Such present value shall be determined as of the date of delivery of the notice of election forgiven by the Employee and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in the Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, the Employer shall make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee's electionEmployer. The Employee shall also be provided with an automobile allowance for the greater of three (3) years or the Unexpired Term at a level which is not less than the level provided to the Employee immediately prior to such termination. In addition, the Employee shall be entitled to an accelerated vesting of any awards granted to the Employee additional payment for taxes imposed under Cybex's stock option plans. The Employee shall be provided with medical plan benefits under any health plans of Cybex or the Employer in which the Employee is a participant to the full extent Section 4999 of the Employee's rights under such plans for a period Internal Revenue Code of 12 months from 1986, as amended (the date "Code"), in accordance with the terms of termination of this Agreement; provided, however, that the benefits under any such plans of Cybex or the Employer in which the Employee is a participant, including any such perquisites, shall cease upon employment by a new employerSchedule 1 attached hereto.