Common use of Severance Pay - Change in Control Clause in Contracts

Severance Pay - Change in Control. If, during the active service of the Employee with the Employer and within a period of two (2) years following consummation of a Change in Control, as defined in subsection (f) of this Section 16, and in connection with the Change in Control, (i) the Employee's employment is terminated or (ii) without the Employee's consent there occurs (A) any adverse change in the nature and scope of the Employee's salary or benefits or (B) any event which reasonably constitutes a constructive termination (by resignation or otherwise) of the Employee's employment, then the Employee shall be entitled to receive severance pay at the Employee's rate of base salary immediately preceding such termination in an amount equal to twelve (12) months of the Employee's annual base salary, less applicable withholding deductions (in addition to salary, incentive compensation, or other payments, if any, due the Employee). Such severance pay shall be paid to the Employee in lump sum no sooner than six (6) months and no later than nine (9) months following such termination. The Employee acknowledges and agrees that severance pay pursuant to this paragraph 16 (e) is in lieu of all damages, payments and liabilities on account of the events described above for which such severance pay may be due the Employee under paragraph 16 (e) of this Agreement. This paragraph 16 (e) shall be binding upon and inure to the benefit of the Employee and the Employer, and any successors or assigns thereof or any "person" as defined herein. Should the Employee pursue any other remedies or bring any actions or claims against the Employer or any successors or assigns thereof or any "Person" as defined herein, the Employee shall have no right to any severance pay or other benefits under this Agreement and the Employee agrees that any severance received by the Employee pursuant to this paragraph 16(e) will be immediately returned to the party paying such severance. Notwithstanding the foregoing, the Employee shall not be entitled to receive severance payments pursuant to this paragraph 16 (e) in the event of an occurrence described in paragraph 16 (a), subparagraphs (5), (6), (7), (8), (9), (10) or (11, to the extent of the Employee's breach), or in the event the Employee terminates employment in accordance with paragraph 16 (c) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e) (ii) above. If all or any portion of the amounts payable to the Employee under this Agreement, either alone or together with other payments which the Employee has the right to receive hereunder, constitute "excess parachute payments" within the meaning of Section 280G of the Code, that are subject to the excise tax imposed by Section 4999 of the Code (or similar tax and/or assessment), such amounts payable hereunder shall be reduced to the extent necessary, after first applying any similar reduction in payments to be received from any other plan or program sponsored by the Employer from which the Employee has a right to receive payments subject to Sections 280G and 4999 of the Code including, without limitation, any Salary Continuation Agreement made between the Employer and the Employee, so as to cause a reduction of any excise tax pursuant to Section 4999 of the Code to equal zero.

Severance Pay - Change in Control. If, during the active prior to separation from service of the Employee with the Employer and within a period of two (2) years following consummation of a Change in Control, as defined below in subsection this paragraph 16 (f) of this Section 16e), and in connection with the Change in Control, (i) the Employee's ’s employment is involuntarily terminated such that there is a separation from service, or (ii) the Employee incurs a separation from service within a period of two (2) years following the initial existence of one or more of the following conditions arising without the consent of the Employee's consent there occurs : (A1) a material diminution in the Employee’s base compensation, (2) a material diminution in the Employee’s authority, duties, or responsibilities, (3) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Employee is required to report, including a requirement that the Employee report to a corporate officer or employee instead of reporting directly to the Board of Directors of a corporation (or similar governing body with respect to any adverse entity other than a corporation), (4) a material diminution in the budget over which the Employee retains authority, (5) a material change in the nature and scope of geographic location at which the Employee's salary or benefits or Employee must perform the services, (B6) any event which reasonably other action or inaction that constitutes a constructive termination (material breach by resignation or otherwise) the Employer of the Employee's employmentthis Agreement, then the Employee shall be entitled to receive severance pay at the Employee's ’s rate of base salary immediately preceding such termination in an amount equal to twelve (12) months of the Employee's ’s annual base salary, less applicable withholding deductions (in addition to salary, incentive compensation, or other payments, if any, due the Employee). Such severance pay shall be paid to the Employee in lump sum no sooner than six (6) months and no later than nine (9) months following such termination. In the event paragraph (e) (ii) of this paragraph 16 applies, the Employee must provide notice to the Employer of the existence of the condition(s) described in said paragraph within a period not to exceed ninety (90) days of the initial existence of the condition, upon the notice of which the Employer must be provided a period of at least thirty (30) days during which it may remedy the condition and not be required to pay the amount. The Employee acknowledges and agrees that severance pay pursuant to this paragraph 16 (e) is in lieu of all damages, payments and liabilities on account of the events described above for which such severance pay may be due the Employee under paragraph 16 (e) of this Agreement. This paragraph 16 (e) shall be binding upon and inure to the benefit of the Employee and the Employer, and any successors or assigns thereof or any "“person" ” as defined herein. Should the Employee pursue any other remedies or bring any actions or claims against the Employer or any successors or assigns thereof or any "“Person" ” as defined herein, the Employee shall have no right to any severance pay or other benefits under this Agreement and the Employee agrees that any severance received by the Employee pursuant to this paragraph 16(e16 (e) will be immediately returned to the party paying such severance. Notwithstanding the foregoing, the Employee shall not be entitled to receive severance payments pursuant to this paragraph 16 (e) in the event of an occurrence described in paragraph 16 (a), subparagraphs (2), (3), (5), (6), (7), (8), (9), (10) or (11, to the extent of the Employee's ’s breach), or in the event the Employee terminates employment in accordance with paragraph 16 (c) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e) (ii) above. If all or any portion of the amounts payable to the Employee under this Agreement, either alone or together with other payments which the Employee has the right to receive hereunder, constitute "“excess parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code, that are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (or similar tax and/or assessment), such amounts payable hereunder shall be reduced to the extent necessary, after first applying any similar reduction in payments to be received from any other plan or program sponsored by the Employer from which the Employee has a right to receive payments subject to Sections 280G and 4999 of the Internal Revenue Code including, without limitation, any Salary Continuation Agreement made between the Employer and the Employee, so as to cause a reduction of any excise tax pursuant to Section 4999 of the Internal Revenue Code to equal zero.

Severance Pay - Change in Control. If, during the active service of the Employee with the Employer and within a period of two (2) years following consummation of a Change in Control, as defined in subsection (f) of this Section 16, and in connection with the Change in Control, (i) the Employee's employment is terminated or (ii) without the Employee's consent there occurs (A) any adverse change in the nature and scope of the Employee's salary or benefits or (B) any event which reasonably constitutes a constructive termination (by resignation or otherwise) of the Employee's employment, then the Employee shall be entitled to receive severance pay at the Employee's rate of base salary immediately preceding such termination in an amount equal to twelve nine (129) months of the Employee's annual base salary, less applicable withholding deductions (in addition to salary, incentive compensation, or other payments, if any, due the Employee). Such severance pay shall be paid to the Employee in lump sum no sooner than six (6) months and no later than nine (9) months following such termination. The Employee acknowledges and agrees that severance pay pursuant to this paragraph 16 (e) is in lieu of all damages, payments and liabilities on account of the events described above for which such severance pay may be due the Employee under paragraph 16 (e) of this Agreement. This paragraph 16 (e) shall be binding upon and inure to the benefit of the Employee and the Employer, and any successors or assigns thereof or any "person" as defined herein. Should the Employee pursue any other remedies or bring any actions or claims against the Employer or any successors or assigns thereof or any "Person" as defined herein, the Employee shall have no right to any severance pay or other benefits under this Agreement and the Employee agrees that any severance received by the Employee pursuant to this paragraph 16(e) will be immediately returned to the party paying such severance. Notwithstanding the foregoing, the Employee shall not be entitled to receive severance payments pursuant to this paragraph 16 (e) in the event of an occurrence described in paragraph 16 (a), subparagraphs (5), (6), (7), (8), (9), (10) or (11, to the extent of the Employee's breach), or in the event the Employee terminates employment in accordance with paragraph 16 (c) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e) (ii) above. If all or any portion of the amounts payable to the Employee under this Agreement, either alone or together with other payments which the Employee has the right to receive hereunder, constitute "excess parachute payments" within the meaning of Section 280G of the Code, that are subject to the excise tax imposed by Section 4999 of the Code (or similar tax and/or assessment), such amounts payable hereunder shall be reduced to the extent necessary, after first applying any similar reduction in payments to be received from any other plan or program sponsored by the Employer from which the Employee has a right to receive payments subject to Sections 280G and 4999 of the Code including, without limitation, any Salary Continuation Agreement made between the Employer and the Employee, so as to cause a reduction of any excise tax pursuant to Section 4999 of the Code to equal zero.

Severance Pay - Change in Control. If, during In the active service event of the Employee with the Employer a "change in control" as defined herein and within a period of two (2) years following consummation of such a Change change in Control, as defined in subsection (f) of this Section 16, and in connection with the Change in Control, control (i) the Employee's employment is terminated terminated; or (ii) without the Employee's consent there occurs (A) any adverse change in the nature and scope of the Employee's salary position, responsibilities, duties, salary, benefits or benefits location of employment, or (B) any event which reasonably constitutes a demotion, significant diminution or constructive termination (by resignation or otherwise) of the Employee's employment, then the Employee shall be entitled to receive severance pay at the in addition to any bonus or incentive compensation payments due Employee's rate of base salary immediately preceding . Any such termination severance pay due Employee shall be in an amount equal to twelve one and one-half (121 1/2) months times Employee's average annual compensation for the five (5) years immediately preceding the change in control. Employee's average annual compensation shall be the average of the aggregate compensation paid by Employer to Employee which was includable in Employee's annual base salary, less applicable withholding deductions gross income for federal income tax purposes for the five (in addition to salary, incentive compensation, or other payments, if any, due the Employee). Such severance pay shall be paid 5) tax years ending immediately prior to the Employee change in lump sum no sooner than six (6) months and no later than nine (9) months following such termination. The Employee acknowledges and agrees that severance pay pursuant to this paragraph 16 (e) is in lieu of all damages, payments and liabilities on account of the events described above for which such severance pay may be due the Employee under paragraph 16 (e) of this Agreement. This paragraph 16 (e) shall be binding upon and inure to the benefit of the Employee and the Employer, and any successors or assigns thereof or any "person" as defined herein. Should the Employee pursue any other remedies or bring any actions or claims against the Employer or any successors or assigns thereof or any "Person" as defined herein, the Employee shall have no right to any severance pay or other benefits under this Agreement and the Employee agrees that any severance received control divided by the Employee pursuant to this paragraph 16(e) will be immediately returned to the party paying such severance. Notwithstanding the foregoing, the Employee shall not be entitled to receive severance payments pursuant to this paragraph 16 (e) in the event of an occurrence described in paragraph 16 (a), subparagraphs number five (5), (6), (7), (8), (9), (10) or (11, to the extent of the Employee's breach), or in the event the Employee terminates employment in accordance with paragraph 16 (c) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e) (ii) above. If all or any portion of the amounts payable to the Employee under pursuant to this Agreement, either paragraph 16 (e) alone or together with other payments which the Employee has the right to receive hereunderfrom Employer, constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), that are subject to the excise tax imposed by Section 4999 of the Code (or similar tax and/or assessment), such amounts payable hereunder shall be reduced to the extent necessary, after first applying any similar reduction in payments to be received from any other plan or program sponsored by the Employer from which the Employee has a right to receive payments subject to Sections 280G and 4999 of the Code includingCode, including without limitation, limitation any Salary Continuation Agreement made between the Employer and the Employee, so as to cause a reduction of any excise tax pursuant to Section 4999 of the Code to equal "zero". Any such severance shall be payable in lump sum. Such severance payment, if any, shall be in lieu of all damages, payments and liabilities on account of the events described above for which such severance payment, if any, may be due Employee and any severance payment rights of Employee under paragraph 16 (d) of this Agreement. This subparagraph (e) shall be binding upon and inure to the benefit of the parties and any successors or assigns or employer or any "person" as defined herein. Notwithstanding the foregoing, Employee shall not be entitled to receive nor shall Employer, its successors, assigns or any "person" as defined herein be obligated to pay severance payments pursuant to this subparagraph (e) in the event of an occurrence described in paragraph 16, subparagraphs (5), (6), (8), (10), (11) or (12, to the extent of an Employee breach), or in the event of a determination pursuant to subparagraph (9) thereof, or in the event Employee terminates employment in accordance with paragraph 16 (c) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e)(ii). A "change in control" of Employer for purposes of this Agreement and subparagraph (e) shall mean the occurrence of any of the following events with respect to Employer (with the term "Employer" being defined for such a change in control to include any parent holding company): (i) a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or in response to any other form or report to the regulatory agencies or governmental authorities having jurisdiction over Employer or any stock exchange on which Employer's shares are listed which requires the reporting of a change in control; (ii) any merger, consolidation or reorganization of Employer in which Employer does not survive; (iii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) of any assets of Employer having an aggregate fair market value of more than fifty percent (50%) of the total value of the assets of Employer, reflected in the most recent balance sheet of Employer; (iv) a transaction whereby any "person" (as such term is used in the Exchange Act or any individual, corporation, partnership, trust or any other entity) is or becomes the beneficial owner, directly or indirectly, of securities of Employer representing more than 50% of the combined voting power of Employer's then outstanding securities; (v) if in any one year period, individuals who at the beginning of such period constitute the Board of Directors of Employer cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by Employer's shareholders, of each new director is approved by a vote of a least three-quarters of the directors then still in office who were directors at the beginning of the period; (iv) a majority of the members of the Board of Directors of Employer in office prior to the happening of any event determines in its sole discretion that as a result of such event there has been a change in control.

Severance Pay - Change in Control. If, during the active prior to separation from service of the Employee with the Employer and within a period of two (2) years following consummation of a Change in Control, as defined below in subsection this paragraph 16 (f) of this Section 16e), and in connection with the Change in Control, (i) the Employee's employment is involuntarily terminated such that there is a separation from service, or (ii) the Employee incurs a separation from service within a period of two (2) years following the initial existence of one or more of the following conditions arising without the consent of the Employee's consent there occurs : (A1) a material diminution in the Employee’s base compensation, (2) a material diminution in the Employee’s authority, duties, or responsibilities, (3) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Employee is required to report, including a requirement that the Employee report to a corporate officer or employee instead of reporting directly to the Board of Directors of a corporation (or similar governing body with respect to any adverse entity other than a corporation), (4) a material diminution in the budget over which the Employee retains authority, (5) a material change in the nature and scope of geographic location at which the Employee's salary or benefits or Employee must perform the services, (B6) any event which reasonably other action or inaction that constitutes a constructive termination (material breach by resignation or otherwise) the Employer of the Employee's employmentthis Agreement, then the Employee shall be entitled to receive severance pay at the Employee's ’s rate of base salary immediately preceding such termination in an amount equal to twelve (12) months of the Employee's annual base salary, less applicable withholding deductions (in addition to salary, incentive compensation, or other payments, if any, due the Employee). Such severance pay shall be paid to the Employee in lump sum no sooner than six (6) months and no later than nine (9) months following such termination. In the event paragraph (e) (ii) of this paragraph 16 applies, the Employee must provide notice to the Employer of the existence of the condition(s) described in said paragraph within a period not to exceed ninety (90) days of the initial existence of the condition, upon the notice of which the Employer must be provided a period of at least thirty (30) days during which it may remedy the condition and not be required to pay the amount. The Employee acknowledges and agrees that severance pay pursuant to this paragraph 16 (e) is in lieu of all damages, payments and liabilities on account of the events described above for which such severance pay may be due the Employee under paragraph 16 (e) of this Agreement. This paragraph 16 (e) shall be binding upon and inure to the benefit of the Employee and the Employer, and any successors or assigns thereof or any "“person" ” as defined herein. Should the Employee pursue any other remedies or bring any actions or claims against the Employer or any successors or assigns thereof or any "“Person" ” as defined herein, the Employee shall have no right to any severance pay or other benefits under this Agreement and the Employee agrees that any severance received by the Employee pursuant to this paragraph 16(e16 (e) will be immediately returned to the party paying such severance. Notwithstanding the foregoing, the Employee shall not be entitled to receive severance payments pursuant to this paragraph 16 (e) in the event of an occurrence described in paragraph 16 (a), subparagraphs (2), (3), (5), (6), (7), (8), (9), (10) or (11, to the extent of the Employee's ’s breach), or in the event the Employee terminates employment in accordance with paragraph 16 (c) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e) (ii) above. If all or any portion of the amounts payable to the Employee under this Agreement, either alone or together with other payments which the Employee has the right to receive hereunder, constitute "“excess parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code, that are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (or similar tax and/or assessment), such amounts payable hereunder shall be reduced to the extent necessary, after first applying any similar reduction in payments to be received from any other plan or program sponsored by the Employer from which the Employee has a right to receive payments subject to Sections 280G and 4999 of the Internal Revenue Code including, without limitation, any Salary Continuation Agreement made between the Employer and the Employee, so as to cause a reduction of any excise tax pursuant to Section 4999 of the Internal Revenue Code to equal zero.

Severance Pay - Change in Control. If, during In the active service event of the Employee with the Employer a “change in control” as defined herein and within a period of two one and one half (21 1/2 ) years following consummation of such a Change change in Control, as defined in subsection (f) of this Section 16, and in connection with the Change in Control, control (i) the Employee's ’s employment is terminated terminated; or (ii) without the Employee's ’s consent there occurs (A) any adverse change in the nature and scope of the Employee's salary ’s position, responsibilities, duties, salary, benefits or benefits location of employment, or (B) any event which reasonably constitutes a demotion, significant diminution or constructive termination (by resignation or otherwise) of the Employee's ’s employment, then the Employee shall be entitled to receive severance pay at the in addition to any bonus or incentive compensation payments due Employee's rate of base salary immediately preceding . Any such termination severance pay due Employee shall be in an amount equal to twelve one and one half (121 ½) months times Employee’s average annual compensation for the five (5) years immediately preceding the change in control. Employee’s average annual compensation shall be the average of the aggregate compensation paid by Employer to Employee which was includable in Employee's annual base salary, less applicable withholding deductions ’s gross income for federal income tax purposes for the five (5) tax years ending immediately prior to the change in addition to salary, incentive compensation, or other paymentscontrol divided by the number five (5). Alternatively, if anythe employee has not been employed for a full five years prior to the change in control, due the Employee). Such severance pay shall be calculated by dividing the total base salary and bonuses paid to during the Employee in lump sum no sooner than six (6) total months and no later than nine (9) months following such termination. The Employee acknowledges and agrees that severance pay pursuant to this paragraph 16 (e) is in lieu of all damages, payments and liabilities on account of the events described above for which such severance pay may be due the Employee under paragraph 16 (e) of this Agreement. This paragraph 16 (e) shall be binding upon and inure to the benefit of the Employee and the Employer, and any successors or assigns thereof or any "person" as defined herein. Should the Employee pursue any other remedies or bring any actions or claims against the Employer or any successors or assigns thereof or any "Person" as defined herein, the Employee shall have no right to any severance pay or other benefits under this Agreement and the Employee agrees that any severance received employed by the Employee pursuant to this paragraph 16(e) will be immediately returned to the party paying such severance. Notwithstanding the foregoing, the Employee shall not be entitled to receive severance payments pursuant to this paragraph 16 number of months employed and then multiplying that result by eighteen (e) in the event of an occurrence described in paragraph 16 (a18), subparagraphs (5), (6), (7), (8), (9), (10) or (11, to the extent of the Employee's breach), or in the event the Employee terminates employment in accordance with paragraph 16 (c) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e) (ii) above. If all or any portion of the amounts amount payable to the Employee under pursuant to this Agreement, either paragraph 10 (e) alone or together with other payments which the Employee has the right to receive hereunderfrom Employer, constitute "“excess parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), that are subject to the excise tax imposed by Section 4999 of the Code (or similar tax and/or assessment), such amounts payable hereunder shall be reduced to the extent necessary, after first applying any similar reduction in payments to be received from any other plan or program sponsored by the Employer from which the Employee has a right to receive payments subject to Sections 280G and 4999 of the Code includingCode, including without limitation, limitation any Salary Continuation Agreement made between the Employer and the Employee, so as to cause a reduction of any excise tax pursuant to Section 4999 of the Code to equal “zero”. Any such severance shall be payable in substantially equal installments on the fifteenth and last days of each month following termination or an event described in paragraph 10 (e) (ii) of this Agreement. Such severance payment, if any, shall be in lieu of all damages, payments and liabilities on account of the events described above for which such severance payment, if any, my be due Employee and any severance payment rights of Employee under paragraph 10 (d) of this Agreement. This subparagraph (e) shall be binding upon and inure to the benefit of the parties and any successors or assigns or employer or any “person” as defined herein. Notwithstanding the foregoing, Employee shall not be entitled to receive nor shall Employer, its successors, assigns or any “person” as defined herein be obligated to pay severance payments pursuant to this subparagraph (e) in the event of an occurrence described in paragraph 10, subparagraphs (5), (6), (8), (10), (11) or (12), to the extent of an Employee breach), or in the event of a determination pursuant to subparagraph (9) thereof, or in the event Employee terminates employment in accordance with paragraph 10 (c) and the termination is not a result of or based upon the occurrence of any event described in paragraph 10 (e) (ii). A “change in control” of Employer for purposes of this Agreement and subparagraph (e) shall mean the occurrence of any of the following events with respect to Employer (with the term “Employer” being defined for such a change in control to include any parent holding company): (i) a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or in response to any other form or report to the regulatory agencies or governmental authorities having jurisdiction over Employer or any stock exchange on which Employer’s shares are listed which requires the reporting of a change in control; (ii) any merger, consolidation or reorganization of Employer in which Employer does not survive; (iii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) of any assets of Employer having an aggregate fair market value of fifty percent (50%) of the total value of assets Employer, reflected in the most recent balance heet of Employer; (iv) a transaction whereby any “person” (as such term is used in the Exchange Act or any individual, corporation, partnership, trust or any other entity) is or becomes the beneficial owner, directly or indirectly, of securities of Employer representing 25% or more of the combined voting power of Employer’s then outstanding securities; (v) if in any one year period, individuals who at the beginning of such period constitute the Board of Directors of Employer cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by Employer’s shareholders, of each new director is approved by a vote of a least three-quarters of the directors then still in office who were directors at the beginning of the period; (vi) a majority of the members of the Board of Directors of Employer in office prior to the happening of any event determines in its sole discretion that as a result of such event there has been a change in control.

Severance Pay - Change in Control. If, during the active service of the Employee with the Employer and within a period of two (2) years following consummation of a Change in Control, as defined in subsection (f) of this Section 16, and in connection with the Change in Control, (i) the Employee's employment is terminated terminated; or (ii) without the Employee's consent there occurs (A) any adverse change in the nature and scope of the Employee's salary or benefits benefits, or (B) any event which reasonably constitutes a constructive termination (by resignation or otherwise) of the Employee's employment, then the Employee shall be entitled to receive severance pay at the Employee's rate of base salary immediately preceding such termination in an amount equal to twelve eighteen (1218) months of the Employee's annual base salary, less applicable withholding deductions (in addition to salary, incentive compensation, or other payments, if any, due the Employee). Such severance pay shall be paid to the Employee in lump sum within no sooner than six (6) months and no later than nine (9) months following such termination. The Employee acknowledges and agrees that severance pay pursuant to this paragraph 16 (e) is in lieu of all damages, payments and liabilities on account of the events described above for which such severance pay may be due the Employee under paragraph 16 (e) of this Agreement. This paragraph 16 (e) shall be binding upon and inure to the benefit of the Employee and the Employer, and any successors or assigns thereof or any "person" as defined herein. Should the Employee pursue any other remedies or bring any actions or claims against the Employer or any successors or assigns thereof or any "Person" as defined herein, the Employee shall have no right to any severance pay or other benefits under this Agreement and the Employee agrees that any severance received by the Employee pursuant to this paragraph 16(e) will be immediately returned to the party paying such severance. Notwithstanding the foregoing, the Employee shall not be entitled to receive severance payments pursuant to this paragraph 16 (e) in the event of an occurrence described in paragraph 16 (a), subparagraphs (5), (6), (7), (8), (9), (10) or (11, to the extent of the Employee's an Employee breach), or in the event the Employee terminates employment in accordance with paragraph 16 (c) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e) (ii) above. If all or any portion of the amounts payable to the Employee under this Agreement, either alone or together with other payments which the Employee has the right to receive hereunder, constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), that are subject to the excise tax imposed by Section 4999 of the Code (or similar tax and/or assessment), such amounts payable hereunder shall be reduced to the extent necessary, after first applying any similar reduction in payments to be received from any other plan or program sponsored by the Employer from which the Employee has a right to receive payments subject to Sections 280G and 4999 of the Code including, without limitation, any Salary Continuation Agreement made between the Employer and the Employee, so as to cause a reduction of any excise tax pursuant to Section 4999 of the Code to equal zero.

Severance Pay - Change in Control. If, during In the active service event of the Employee with the Employer a "change in control" as defined herein and within a period of two (2) years following consummation of such a Change change in Control, as defined in subsection (f) of this Section 16, and in connection with the Change in Control, control (i) the Employee's employment is terminated terminated; or (ii) without the Employee's consent there occurs (A) any adverse change in the nature and scope of the Employee's salary position, responsibilities, duties, salary, benefits or benefits location of employment, or (B) any event which reasonably constitutes a demotion, significant diminution or constructive termination (by resignation or otherwise) of the Employee's employment, then the Employee shall be entitled to receive severance pay at the in addition to any bonus or incentive compensation payments due Employee's rate of base salary immediately preceding . Any such termination severance pay due Employee shall be in an amount equal to twelve one and one-half (121 1/2) months times Employee's average annual compensation for the five (5) years immediately preceding the change in control. Employee's average annual compensation shall be the average of the aggregate compensation paid by Employer to Employee which was includable in Employee's annual base salary, less applicable withholding deductions (in addition to salary, incentive compensation, or other payments, if any, due the Employee). Such severance pay shall be paid gross income for federal income tax purposes adjusted for amount deferred pursuant to the Employee in lump sum no sooner than six Employer's Deferred Compensation Plan for the five (65) months and no later than nine (9) months following such termination. The Employee acknowledges and agrees that severance pay pursuant to this paragraph 16 (e) is in lieu of all damages, payments and liabilities on account of the events described above for which such severance pay may be due the Employee under paragraph 16 (e) of this Agreement. This paragraph 16 (e) shall be binding upon and inure tax years ending immediately prior to the benefit of the Employee and the Employer, and any successors or assigns thereof or any "person" as defined herein. Should the Employee pursue any other remedies or bring any actions or claims against the Employer or any successors or assigns thereof or any "Person" as defined herein, the Employee shall have no right to any severance pay or other benefits under this Agreement and the Employee agrees that any severance received change in control divided by the Employee pursuant to this paragraph 16(e) will be immediately returned to the party paying such severance. Notwithstanding the foregoing, the Employee shall not be entitled to receive severance payments pursuant to this paragraph 16 (e) in the event of an occurrence described in paragraph 16 (a), subparagraphs number five (5), (6), (7), (8), (9), (10) or (11, to the extent of the Employee's breach), or in the event the Employee terminates employment in accordance with paragraph 16 (c) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e) (ii) above. If all or any portion of the amounts payable to the Employee under pursuant to this Agreement, either paragraph 16 (e) alone or together with other payments which the Employee has the right to receive hereunderfrom Employer, constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), that are subject to the excise tax imposed by Section 4999 of the Code (or similar tax and/or assessment), such amounts payable hereunder shall be reduced to the extent necessary, after first applying any similar reduction in payments to be received from any other plan or program sponsored by the Employer from which the Employee has a right to receive payments subject to Sections 280G and 4999 of the Code includingCode, including without limitation, limitation any Salary Continuation Agreement made between the Employer and the Employee, so as to cause a reduction of any excise tax pursuant to Section 4999 of the Code to equal "zero". Any such severance shall be payable in lump sum. Such severance payment, if any, shall be in lieu of all damages, payments and liabilities on account of the events described above for which such severance payment, if any, may be due Employee and any severance payment rights of Employee under paragraph 16 (d) of this Agreement. This subparagraph (e) shall be binding upon and inure to the benefit of the parties and any successors or assigns or employer or any "person" as defined herein. Notwithstanding the foregoing, Employee shall not be entitled to receive nor shall Employer, its successors, assigns or any "person" as defined herein be obligated to pay severance payments pursuant to this subparagraph (e) in the event of an occurrence described in paragraph 16, subparagraphs (5), (6), (8), (10), (11) or (12, to the extent of an Employee breach), or in the event of a determination pursuant to subparagraph (9) thereof, or in the event Employee terminates employment in accordance with paragraph 16 (c) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e)(ii). A "change in control" of Employer for purposes of this Agreement and subparagraph (e) shall mean the occurrence of any of the following events with respect to Employer (with the term "Employer" being defined for such a change in control to include any parent holding company): (i) a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or in response to any other form or report to the regulatory agencies or governmental authorities having jurisdiction over Employer or any stock exchange on which Employer's shares are listed which requires the reporting of a change in control; (ii) any merger, consolidation or reorganization of Employer in which Employer does not survive; (iii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) of any assets of Employer having an aggregate fair market value of more than fifty percent (50%) of the total value of the assets of Employer, reflected in the most recent balance sheet of Employer; (iv) a transaction whereby any "person" (as such term is used in the Exchange Act or any individual, corporation, partnership, trust or any other entity) is or becomes the beneficial owner, directly or indirectly, of securities of Employer representing more than 50% of the combined voting power of Employer's then outstanding securities; (v) if in any one year period, individuals who at the beginning of such period constitute the Board of Directors of Employer cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by Employer's shareholders, of each new director is approved by a vote of a least three-quarters of the directors then still in office who were directors at the beginning of the period; (iv) a majority of the members of the Board of Directors of Employer in office prior to the happening of any event determines in its sole discretion that as a result of such event there has been a change in control.

Severance Pay - Change in Control. If, during In the active service event of the Employee with the Employer a “change in control” as defined herein and within a period of two (2) years following consummation of such a Change change in Control, as defined in subsection (f) of this Section 16, and in connection with the Change in Control, control (i) the Employee's Executive’s employment is terminated terminated; or (ii) without the Employee's consent there occurs (A) any adverse change occurs in the nature and scope of the Employee's salary or Executive’s position, responsibilities, duties, salary, benefits or location of employment; or (Biii) any event occurs which reasonably constitutes a demotion, significant diminution or constructive termination (by resignation or otherwise) of the Employee's Executive’s employment, then the Employee Executive shall be entitled to receive severance pay at in addition to any bonus or incentive compensation payments due the Employee's rate of base salary immediately preceding Executive. Any such termination severance pay due the Executive shall be in an amount equal to twelve (12) 36 months of the Employee's annual base salary, less applicable withholding deductions (in Reference Salary plus three times the Reference Bonus. In addition to salary, incentive compensation, or other payments, if any, due the Employee). Such change in control severance pay shall be paid to the Employee in lump sum no sooner than six (6) months and no later than nine (9) months following such termination. The Employee acknowledges and agrees that severance pay pursuant to this paragraph 16 (e) is in lieu of all damages, payments and liabilities on account payment rights of the events Executive described above for which such severance pay may be due the Employee under paragraph 16 (e) and notwithstanding any other provisions of this Agreement. This paragraph 16 (e) shall be binding upon and inure to the benefit of the Employee and the Employer, and any successors or assigns thereof or any "person" as defined herein. Should the Employee pursue any other remedies or bring any actions or claims against the Employer or any successors or assigns thereof or any "Person" as defined herein, the Employee Executive shall have no right to any severance pay or other benefits under this Agreement and the Employee agrees that any severance received by the Employee pursuant to this paragraph 16(e) will be immediately returned to the party paying such severance. Notwithstanding the foregoing, the Employee shall not be entitled to receive the severance payments pursuant to specified in this paragraph 16 (eSection 16(e) in the event that the Executive voluntarily terminates his employment with the Company or its successor effective on a date within the 30 day period immediately after the expiration of an occurrence described the sixth month following a change in paragraph 16 (a), subparagraphs (5), (6), (7), (8), (9), (10) or (11, control. The Executive shall deliver written notice to the extent Company of his intention to terminate employment specifying the effective date within such 30 day period described above, which notice must be received by the Company not less than 20 days prior to the expiration of the Employee's breach), or sixth month following such a change in the event the Employee terminates employment in accordance with paragraph 16 (c) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e) (ii) abovecontrol. If all or any portion of the amounts payable to the Employee Executive under this Agreement, either alone or together with other payments which the Employee Executive has the right to receive hereunderfrom the Company, constitute "“excess parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), that are subject to the excise tax imposed by Section 4999 of the Code (or similar tax and/or assessment), such the Company (and its successor) shall increase the amounts payable hereunder shall be reduced under this Agreement to the extent necessary, after first applying necessary to afford the Executive substantially the same economic benefit under this Agreement as the Executive would have received had no such excise tax been imposed on the payments due the Executive under this Agreement. The determination of the amount of any similar reduction in payments to such excise taxes shall be received from any other plan or program sponsored made initially by the Employer independent accounting firm employed by the Company immediately prior to the occurrence of the event constituting a change in control. If, at a later date, it is determined (pursuant to final regulations or published rulings of the Internal Revenue Service, final judgment of a court of competent jurisdiction, or otherwise) that the amount of excise taxes payable to the Executive is greater than the amount initially so determined, then the Company (or its successor) shall pay to the Executive an amount equal to the sum of such additional excise taxes and any interest, fines and penalties resulting from such underpayment, plus an amount necessary to reimburse the Executive substantially for any income, excise or other taxes payable by the Executive with respect to such amounts. Any such severance shall be payable, at the Executive’s election, in a lump sum or in substantially equal bi-weekly installments for a period of 12 months. Such severance payments, if any, shall be in lieu of all damages, payments and liabilities on account of the events described above for which such severance payments, if any, may be due the Employee has a right Executive and any severance payment rights of Executive under Section 16(d) of this Agreement. This subsection (e) shall be binding upon and inure to the benefit of the parties and any successors or assigns of the Company or any “person” as defined herein. Notwithstanding the foregoing, the Executive shall not be entitled to receive nor shall the Company, its successors, assigns or any “person” as defined herein be obligated to pay severance payments subject pursuant to Sections 280G this subsection (e) in the event of an occurrence described in section 16(a). Notwithstanding the foregoing, the Executive shall not be entitled to receive, and 4999 the Company shall not pay, any amount under this Agreement that is prohibited by Section 359.1 of the Code including, without limitation, any Salary Continuation Agreement made between the Employer Federal Deposit Insurance Corporation Rules and the Employee, so as to cause a reduction of any excise tax pursuant to Section 4999 of the Code to equal zeroRegulations.

Severance Pay - Change in Control. If, during the active service of the Employee with the Employer and within a period of two (2) years following consummation of a Change in Control, as defined in subsection (f) of this Section 16, and in connection with the Change in Control, (i) the Employee's employment is terminated or (ii) without the Employee's consent there occurs (A) any adverse change in the nature and scope of the Employee's salary or benefits or (B) any event which reasonably constitutes a constructive termination (by resignation or otherwise) of the Employee's employment, then the Employee shall be entitled to receive severance pay at the Employee's rate of base salary immediately preceding such termination in an amount equal to twelve eighteen (1218) months of the Employee's annual base salary, less applicable withholding deductions (in addition to salary, incentive compensation, or other payments, if any, due the Employee). Such severance pay shall be paid to the Employee in lump sum no sooner than six (6) months and no later than nine (9) months following such termination. The Employee acknowledges and agrees that severance pay pursuant to this paragraph 16 (e) is in lieu of all damages, payments and liabilities on account of the events described above for which such severance pay may be due the Employee under paragraph 16 (e) of this Agreement. This paragraph 16 (e) shall be binding upon and inure to the benefit of the Employee and the Employer, and any successors or assigns thereof or any "person" as defined herein. Should the Employee pursue any other remedies or bring any actions or claims against the Employer or any successors or assigns thereof or any "Person" as defined herein, the Employee shall have no right to any severance pay or other benefits under this Agreement and the Employee agrees that any severance received by the Employee pursuant to this paragraph 16(e) will be immediately returned to the party paying such severance. Notwithstanding the foregoing, the Employee shall not be entitled to receive severance payments pursuant to this paragraph 16 (e) in the event of an occurrence described in paragraph 16 (a), subparagraphs (5), (6), (7), (8), (9), (10) or (11, to the extent of the Employee's an Employee breach), or in the event the Employee terminates employment in accordance with paragraph 16 (c) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e) (ii) above. If all or any portion of the amounts payable to the Employee under this Agreement, either alone or together with other payments which the Employee has the right to receive hereunder, constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), that are subject to the excise tax imposed by Section 4999 of the Code (or similar tax and/or assessment), such amounts payable hereunder shall be reduced to the extent necessary, after first applying any similar reduction in payments to be received from any other plan or program sponsored by the Employer from which the Employee has a right to receive payments subject to Sections 280G and 4999 of the Code including, without limitation, any Salary Continuation Agreement made between the Employer and the Employee, so as to cause a reduction of any excise tax pursuant to Section 4999 of the Code to equal zero.

Severance Pay - Change in Control. If, during in the active service event of the Employee with the Employer a "change in control" as defined herein and within a period of two (2) years following consummation of such a Change change in Control, as defined in subsection (f) of this Section 16, and in connection with the Change in Controlcontrol, (i) the Employee's employment is terminated terminated; or (ii) without the Employee's consent there occurs (A) any material adverse change in the nature and scope of Employee's position, responsibilities, duties, or a change of twenty-five (25) miles or more in the Employee's location of employment, and any material reduction in salary or benefits benefits, or (B) any event which reasonably constitutes a demotion, significant diminution or constructive termination (by resignation or otherwise) of the Employee's employment, then the Employee shall be entitled to receive severance pay at the Employee's rate of base salary immediately preceding such termination in an amount equal to twelve (12) months of the Employee's annual base salary, less applicable withholding deductions (in addition to salary, incentive compensation, or other payments, if any, due the Employee). Such Any such severance pay due Employee shall be paid in an amount equal to one times Employee's aggregate annual compensation (including an amount equal to the Employee average annual incentive compensation for the two most recent complete years) includable in Employee's gross income for federal income tax purposes during the year the termination occurs, payable in lump sum no sooner than six within thirty (630) months and no later than nine (9) months days following such termination. The In addition, employee shall be reimbursed the amount of COBRA premiums paid for the continutation of health insurance benefits equivalent to those in place at the time of termination for a period of up to one-year after the termination date. If all or any portion of the amounts payable to the Employee acknowledges and agrees under this Agreement, either alone or together with other payments which the Employee has the right to receive from the Employer, constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), that severance pay are subject to the excise tax imposed by Section 4999 of the Code (or similar tax and/or assessment), such amounts payable hereunder shall be reduced to the extent necessary so as to cause a reduction of any excise tax pursuant to this paragraph 16 Section 4999 of the Code to equal "zero". The determination of the amount of any such excise taxes shall be made by the independent accounting firm employed by the Employer immediately prior to the change in control. Any such severance shall be payable in lump sum within thirty (e30) is days following such termination. Such severance payment, if any, shall be in lieu of all damages, payments and liabilities on account of the events described above for which such severance pay payment, if any, may be due the Employee and any severance payment rights of Employee under paragraph 16 (ed) of this Agreement. This paragraph 16 (e) shall be binding upon and inure to the benefit of the Employee and the Employer, parties and any successors or assigns thereof of Employer or any "person" as defined herein. Should the Employee pursue any other remedies or bring any actions or claims against the Employer or any successors or assigns thereof or any "Person" as defined herein, the Employee shall have no right to any severance pay or other benefits under this Agreement and the Employee agrees that any severance received by the Employee pursuant to this paragraph 16(e) will be immediately returned to the party paying such severance. Notwithstanding the foregoing, the Employee shall not be entitled to receive nor shall Employer, its successors, assigns or any "person" as defined herein be obligated to pay severance payments pursuant to this paragraph 16 (e) in the event of an occurrence described in paragraph 16 (a), subparagraphs (5), (6), (7), (8), (9), (10) or (11, to the extent of the Employee's an Employee breach), or in the event the Employee terminates employment in accordance with paragraph 16 (c) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e) (ii) above. If all A "change in control" of Employer for purposes of this Agreement and paragraph 16 (e) shall mean the occurrence of any of the following events with respect to Employer (with the term "Employer" being defined for such a change in control to include Employer and any of its subsidiaries ): (i) a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or in response to any other form or report to the regulatory agencies or governmental authorities having jurisdiction over the Employer or any portion stock exchange on which the Employer's shares are listed which requires the reporting of a change in control; (ii) any merger, consolidation or reorganization of the amounts payable to the Employee under this Agreement, either alone or together with other payments Employer in which the Employee has Employer does not survive; (iii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) of any assets of the right Employer having an aggregate fair market value of fifty percent (50%) of the total value of the assets of the Employer, reflected in the most recent balance sheet of the Employer; (iv) a transaction whereby any "person" (as such term is used in the Exchange Act) or any individual, corporation, partnership, trust or any other entity is or becomes the beneficial owner, directly or indirectly, of securities of the Employer representing twenty-five percent (25%) or more of the combined voting power of the Employer's then outstanding securities; (v) a situation where, in any one-year period, individuals who at the beginning of such period constitute the Board of Directors of the Employer cease for any reason to receive hereunderconstitute at least a majority thereof, constitute unless the election, or the nomination for election by the Employer's shareholders, of each new director is approved by a vote of at least three-quarters (3/4) of the directors then still in office who were directors at the beginning of the period; or (vi) the shareholders of the Employer approve the sale or transfer of substantially all of the Employer's assets to parties that are not within a "excess parachute paymentscontrolled group of corporations" within the meaning of Section 280G (as that term is defined in section 1563 of the Code, that are subject to the excise tax imposed by Section 4999 of the Code (or similar tax and/or assessment), such amounts payable hereunder shall be reduced to the extent necessary, after first applying any similar reduction ) in payments to be received from any other plan or program sponsored by which the Employer from which the Employee has is a right to receive payments subject to Sections 280G and 4999 of the Code including, without limitation, any Salary Continuation Agreement made between the Employer and the Employee, so as to cause a reduction of any excise tax pursuant to Section 4999 of the Code to equal zeromember.

Severance Pay - Change in Control. If, during In the active service event of the Employee with the Employer a "change in control" as defined herein and within a period of two (2) years following consummation of such a Change change in Control, as defined in subsection (f) of this Section 16, and in connection with the Change in Control, control (i) the Employee's employment is terminated terminated; or (ii) without the Employee's consent there occurs (A) any adverse change in the nature and scope of the Employee's salary position, responsibilities, duties, salary, benefits or benefits location of employment, or (B) any event which reasonably constitutes a demotion, significant diminution or constructive termination (by resignation or otherwise) of the Employee's employment, then the Employee shall be entitled to receive severance pay at the in addition to any bonus or incentive compensation payments due Employee's rate of base salary immediately preceding . Any such termination severance pay due Employee shall be in an amount equal to twelve one and one-half (121 1/2) months times Employee's average annual compensation for the five (5) years immediately preceding the change in control. Employee's average annual compensation shall be the average of the aggregate compensation paid by Employer to Employee which was includable in Employee's annual base salary, less applicable withholding deductions (in addition to salary, incentive compensation, or other payments, if any, due the Employee). Such severance pay shall be paid gross income for federal income tax purposes adjusted for any compensation deferred pursuant to the Employee in lump sum no sooner than six Employer's Deferred Compensation Plan for the five (65) months and no later than nine (9) months following such termination. The Employee acknowledges and agrees that severance pay pursuant to this paragraph 16 (e) is in lieu of all damages, payments and liabilities on account of the events described above for which such severance pay may be due the Employee under paragraph 16 (e) of this Agreement. This paragraph 16 (e) shall be binding upon and inure tax years ending immediately prior to the benefit of the Employee and the Employer, and any successors or assigns thereof or any "person" as defined herein. Should the Employee pursue any other remedies or bring any actions or claims against the Employer or any successors or assigns thereof or any "Person" as defined herein, the Employee shall have no right to any severance pay or other benefits under this Agreement and the Employee agrees that any severance received change in control divided by the Employee pursuant to this paragraph 16(e) will be immediately returned to the party paying such severance. Notwithstanding the foregoing, the Employee shall not be entitled to receive severance payments pursuant to this paragraph 16 (e) in the event of an occurrence described in paragraph 16 (a), subparagraphs number five (5), (6), (7), (8), (9), (10) or (11, to the extent of the Employee's breach), or in the event the Employee terminates employment in accordance with paragraph 16 (c) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e) (ii) above. If all or any portion of the amounts payable to the Employee under pursuant to this Agreement, either paragraph 16 (e) alone or together with other payments which the Employee has the right to receive hereunderfrom Employer, constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), that are subject to the excise tax imposed by Section 4999 of the Code (or similar tax and/or assessment), such amounts payable hereunder shall be reduced to the extent necessary, after first applying any similar reduction in payments to be received from any other plan or program sponsored by the Employer from which the Employee has a right to receive payments subject to Sections 280G and 4999 of the Code includingCode, including without limitation, limitation any Salary Continuation Agreement made between the Employer and the Employee, so as to cause a reduction of any excise tax pursuant to Section 4999 of the Code to equal "zero". Any such severance shall be payable in lump sum. Such severance payment, if any, shall be in lieu of all damages, payments and liabilities on account of the events described above for which such severance payment, if any, may be due Employee and any severance payment rights of Employee under paragraph 16 (d) of this Agreement. This subparagraph (e) shall be binding upon and inure to the benefit of the parties and any successors or assigns or employer or any "person" as defined herein. Notwithstanding the foregoing, Employee shall not be entitled to receive nor shall Employer, its successors, assigns or any "person" as defined herein be obligated to pay severance payments pursuant to this subparagraph (e) in the event of an occurrence described in paragraph 16, subparagraphs (5), (6), (8), (10), (11) or (12, to the extent of an Employee breach), or in the event of a determination pursuant to subparagraph (9) thereof, or in the event Employee terminates employment in accordance with paragraph 16 (c) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e)(ii). A "change in control" of Employer for purposes of this Agreement and subparagraph (e) shall mean the occurrence of any of the following events with respect to Employer (with the term "Employer" being defined for such a change in control to include any parent holding company): (i) a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or in response to any other form or report to the regulatory agencies or governmental authorities having jurisdiction over Employer or any stock exchange on which Employer's shares are listed which requires the reporting of a change in control; (ii) any merger, consolidation or reorganization of Employer in which Employer does not survive; (iii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) of any assets of Employer having an aggregate fair market value of more than fifty percent (50%) of the total value of the assets of Employer, reflected in the most recent balance sheet of Employer; (iv) a transaction whereby any "person" (as such term is used in the Exchange Act or any individual, corporation, partnership, trust or any other entity) is or becomes the beneficial owner, directly or indirectly, of securities of Employer representing more than 50% of the combined voting power of Employer's then outstanding securities; (v) if in any one year period, individuals who at the beginning of such period constitute the Board of Directors of Employer cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by Employer's shareholders, of each new director is approved by a vote of a least three-quarters of the directors then still in office who were directors at the beginning of the period; (iv) a majority of the members of the Board of Directors of Employer in office prior to the happening of any event determines in its sole discretion that as a result of such event there has been a change in control.