Common use of Termination After a Change in Control Clause in Contracts

Termination After a Change in Control. In the event Executive's employment is terminated, without Cause, voluntarily or involuntarily after a Change in Control, the Executive shall be entitled to do the following: (i) Base Salary earned and payable through the Date of Termination; (ii) any unpaid Cash Bonus earned and accrued with respect to any year preceding the Date of Termination and payable when bonuses for such year are paid to other Company executives subject to the terms and requirements of such bonus as may be established by the Board or Compensation Committee; (iii) an amount equal to two times the Base Salary, as in effect on the Date of Termination, to be paid in a lump sum as soon as administratively feasible after Executive's Date of Termination; (iv) outstanding stock options, equity and performance awards shall be vested and exercised in accordance with the terms of the applicable plan and award agreements; (v) continued participation for twelve (12) months by the Executive and his eligible dependents in the Company's group medical and dental plan in which he and his eligible dependents were participating immediately prior to the Date of Termination, subject to the terms and conditions of the plans as such plans are amended from time to time. The Executive shall be required to continue to pay the employee-paid portion of such coverage. Upon the earlier of the expiration of twelve (12) months or the date the Executive becomes eligible for medical benefits with a subsequent employer, this coverage shall cease, and the Executive and his dependents, if applicable, may elect group continuation coverage under COBRA; (vi) any amounts earned, accrued or owing to the Executive but not yet paid under Section 8; and (vii) Except as provided in 9(h) below, any payment and benefit in accordance with the applicable plans and programs of the Company.

Termination After a Change in Control. In the event Executive's employment is terminated, without Cause, voluntarily or involuntarily after a Change in Control, the Executive shall be entitled to do the following: (i) Base Salary earned and payable through the Date of Termination; (ii) any unpaid Cash Bonus earned and accrued with respect to any year preceding the Date of Termination and payable when bonuses for such year are paid to other Company executives subject to the terms and requirements of such bonus as may be established by the Board or Compensation Committee; (iii) an amount equal to two times the Base Salary, as in effect on the Date of Termination, to be paid in a lump sum as soon as administratively feasible after Executive's Date of Termination but in no event later than two and one-half months after the Date of Termination; (iv) outstanding stock options, equity and performance awards shall be vested and exercised in accordance with the terms of the applicable plan and award agreements; (v) continued participation for twelve (12) months by the Executive and his eligible dependents in the Company's group medical and dental plan in which he and his eligible dependents were participating immediately prior to the Date of Termination, subject to the terms and conditions of the plans as such plans are amended from time to time. The Executive shall be required to continue to pay the employee-paid portion of such coverage. Upon the earlier of the expiration of twelve (12) months or the date the Executive becomes eligible for medical benefits with a subsequent employer, this coverage shall cease, and the Executive and his dependents, if applicable, may elect group continuation coverage under COBRA; (vi) any amounts earned, accrued or owing to the Executive but not yet paid under Section 8; and (vii) Except as provided in 9(h) below, any payment and benefit in accordance with the applicable plans and programs of the Company.

Termination After a Change in Control. In the event Executive's ’s employment is terminated, without Cause, voluntarily or involuntarily after a Change in Control, the Executive shall be entitled to do the following: (i) Base Salary earned and payable through the Date of Termination; (ii) any unpaid Cash Target Bonus earned and accrued with respect to any year preceding the Date of Termination and payable when bonuses for such year are paid to other Company executives subject to the terms and requirements of such bonus as may be established by the Board or Compensation Committee; (iii) an amount equal to two three times the Base SalarySalary plus the Cash Target Bonus, as in effect on the Date of Termination, to be paid in a lump sum as soon as administratively feasible after Executive's ’s Date of Termination; (iv) the Restricted Stock Grant as defined in the second paragraph of Section 6 of this Agreement shall be 100% vested upon the Date of Termination; (v) outstanding stock options, equity and performance awards shall be vested and exercised in accordance with the terms of the applicable plan and award agreements; (vvi) continued participation for twelve (12) months by the Executive and his eligible dependents in the Company's ’s group medical and dental plan in which he and his eligible dependents were participating immediately prior to the Date of Termination, subject to the terms and conditions of the plans as such plans are amended from time to time. The Executive shall be required to continue to pay the employee-paid portion of such coverage. Upon the earlier of the expiration of twelve (12) months or the date the Executive becomes eligible for medical benefits with a subsequent employer, this coverage shall cease, and the Executive and his dependents, if applicable, may elect group continuation coverage under COBRA; (vivii) any amounts earned, accrued or owing to the Executive but not yet paid under Section 8; and (viiviii) Except as provided in 9(h) below, any payment and benefit in accordance with the applicable plans and programs of the Company.; and

Termination After a Change in Control. In (i) If Executive is terminated by the event Executive's employment is terminated, without Cause, voluntarily or involuntarily after Company during the three-year period following a Change in ControlControl (as defined in Section 5(f) below) for any reason other than Cause, the then Executive shall be entitled to do the following: (A) During the longer of (i) Base Salary earned the 18-month period following his termination and payable through the Date of Termination; (ii) the remainder of the Employment Period in effect at the date of termination, and except to the extent prohibited under the terms of any unpaid Cash Bonus earned applicable insurance policy, he shall continue to be covered under the Company's welfare benefit plans to the same extent and accrued with respect on the same terms as those benefits are provided to the Company's active employees. (B) He shall receive from the Company an amount (the "Severance Pay") equal to the greater of (i) one and one-half times the sum of (x) the Executive's current Annual Base Salary plus (y) the amount of any year preceding the Date of Termination and payable when bonuses for such year are bonus paid to other Company executives subject to Executive in the terms preceding twelve months and requirements (ii) the Annual Base Salary and Annual Bonuses through the end of such bonus as may the then current Employment Period (provided, that the amount of each of the Annual Bonuses so paid shall equal the Target Annual Bonus). The Severance Pay amount shall be established by paid (a) if clause (i) in the Board or Compensation Committee; (iii) an amount equal to two times previous sentence applies, over the Base Salary, as in effect 18-month period commencing on the Date of Termination, to be paid in a lump sum as soon as administratively feasible after date Executive's Date of Termination; (iv) outstanding stock optionsemployment terminates, equity and performance awards shall be vested and exercised in equal monthly or more frequent installments in accordance with the terms of the applicable plan and award agreements; Company's payroll schedule or (vb) continued participation for twelve if clause (12ii) months by the Executive and his eligible dependents in the Company's group medical previous sentence applies, as and dental plan in which he and his eligible dependents were participating immediately prior to the Date of Termination, subject to the terms and conditions of the plans as when such plans are amended from time to time. The Executive shall amounts would be required to continue to pay the employee-paid portion of such coverage. Upon the earlier of the expiration of twelve (12) months or the date the Executive becomes eligible for medical benefits with a subsequent employer, this coverage shall cease, and the Executive and his dependents, if applicable, may elect group continuation coverage under COBRA; (vi) any amounts earned, accrued or owing to the Executive but not yet paid under Section 8; and (vii) Except as provided in 9(h) below, any payment and benefit in accordance with the applicable plans and programs of the Company.Sections 3(a) and

Termination After a Change in Control. In the event Executive's employment with the Company is terminated, terminated without Cause, voluntarily or involuntarily after Executive suffers a Constructive Termination, within thirteen (13) months following a Change in Control, and Executive signs a release of claims in favor of the Company and allows that release to become effective pursuant to Section 6 of this Agreement, then Executive shall be entitled to do receive the following: following severance benefits: (i) Base Salary earned and payable through the Date of Termination; (ii) any unpaid Cash Bonus earned and accrued with respect to any year preceding the Date of Termination and payable when bonuses for such year are paid to other Company executives subject to the terms and requirements of such bonus as may be established by the Board or Compensation Committee; (iii) an amount equal equivalent to two times his base salary for eighteen (18) months from the Base Salarydate of termination, payable as in effect on the Date of Termination, to be paid in a lump sum as soon as administratively feasible after Executive's Date of Termination; (iv) outstanding stock options, equity and performance awards shall be vested and exercised salary continuation in accordance with the Company's ordinarily scheduled payroll (less standard payroll deductions and withholdings); (ii) reimbursement for his health insurance premiums at his current rate of coverage for eighteen (18) months following the termination of Company-paid group health insurance coverage, provided Executive timely elects continued coverage under COBRA; and (iii) the vesting of the Option and Restricted Shares (but not the Acquisition Restricted Shares) shall be accelerated such that in addition to the number of options and shares vested as of the date of termination pursuant to terms of the applicable plan documents and award agreements; , the number of options and shares that would have vested over the thirty (v30) continued participation for twelve month period following such date of termination had the Executive's employment not been terminated without Cause, shall be deemed vested as of the date of termination. The severance payments and health care reimbursement in subsections (12i) months by and (ii) above shall cease when Executive commences full-time employment with another business entity. Executive hereby agrees to notify the Company within three (3) business days of accepting such employment. Executive understands and his agrees that the benefits he is eligible dependents to receive under this Section 5.4(b) are being provided to him in lieu of any benefits he would otherwise be entitled to receive under the Company's group medical Change of Control Senior Management Severance/Equity Acceleration Plan, and dental plan in which he and his eligible dependents were participating immediately prior to the Date of Termination, subject to the terms and conditions of the plans as such plans are amended from time to time. The that Executive shall not be required entitled to continue to pay the employee-paid portion of such coverage. Upon the earlier of the expiration of twelve (12) months or the date the Executive becomes eligible for medical any benefits with a subsequent employer, this coverage shall cease, and the Executive and his dependents, if applicable, may elect group continuation coverage under COBRA; (vi) that plan under any amounts earned, accrued or owing to the Executive but not yet paid under Section 8; and (vii) Except as provided in 9(h) below, any payment and benefit in accordance with the applicable plans and programs of the Companycircumstances.

Termination After a Change in Control. In Notwithstanding anything herein to the event contrary, if the Executive's ’s employment is terminated, without Cause, voluntarily terminates due to either a Without Cause Termination or involuntarily after a Constructive Discharge during the six (6)-month period immediately following a Change in ControlControl (as defined below), then the Company will pay the Executive (or the Executive’s surviving spouse, estate or personal representative, as applicable), no later than thirty (30) days after such Without Cause Termination or Constructive Discharge, a lump sum cash payment equal to the Executive’s then-current Base Salary, plus any and all Base Salary and Incentive Compensation Awards earned but unpaid through the date of such termination. In addition, upon such event, all of the Executive’s outstanding and unvested stock options and any other equity awards or other incentives or compensation that is subject to vesting will become immediately and fully vested and exercisable, and all outstanding options, awards, incentives and compensation shall be extended and remain exercisable until the later of (a) December 31st of the year in which they would otherwise have expired or (b) the 15th day of the third month following the month in which they would have expired. Furthermore, upon such event, the Executive shall be entitled to do the following: (i) Base Salary earned continue coverage under all health and payable through the Date of Termination; (ii) any unpaid Cash Bonus earned and accrued with respect to any year preceding the Date of Termination and payable when bonuses welfare plans for such year are paid to other Company executives subject to the terms and requirements of such bonus as may be established by the Board or Compensation Committee; (iii) an amount equal to two times the Base Salary, as in effect on the Date of Termination, to be paid in a lump sum as soon as administratively feasible after Executive's Date of Termination; (iv) outstanding stock options, equity and performance awards shall be vested and exercised in accordance with the terms of the applicable plan and award agreements; (v) continued participation for twelve (12) months by the Executive and his eligible dependents in members of the Company's group Executive’s immediate family, including medical and dental plan in which he and his eligible dependents were participating benefits, during the twelve (12)-month period immediately prior following such termination, with the Executive’s cost being no greater than the cost applicable to the Date of TerminationExecutive had the Executive been an active, subject to the terms and conditions full-time employee of the plans as Company during such plans are amended from time to timeperiod. The Executive shall payments to be required to continue to pay the employee-paid portion of such coverage. Upon the earlier of the expiration of twelve (12) months or the date the Executive becomes eligible for medical benefits with a subsequent employer, this coverage shall ceasemade, and the Executive and his dependentsbenefits to be provided, if applicable, may elect group continuation coverage under COBRA; (vi) any amounts earned, accrued or owing by the Company to the Executive but not yet paid under pursuant to this Section 8; and (viiVIII(B) Except as provided are in 9(h) belowlieu of any payments, any payment and benefit in accordance with benefits or compensation the applicable plans and programs of the CompanyExecutive may otherwise be entitled to receive pursuant to Section VIII(A).

Termination After a Change in Control. In the event Executive's ’s employment is terminated, without Cause, voluntarily or involuntarily after a Change in Control, the Executive shall be entitled to do the following: (i) Base Salary earned and payable through the Date of Termination; (ii) any unpaid Cash Bonus earned and accrued with respect to any year preceding the Date of Termination and payable when bonuses for such year are paid to other Company executives subject to the terms and requirements of such bonus as may be established by the Board or Compensation Committee; (iii) an amount equal to two times the Executive’s annual Base Salary, as in effect on the Date of Termination, to be paid in a lump sum as soon as administratively feasible after Executive's ’s Date of Termination but in no event later than two and one-half months after the Date of Termination; (iv) outstanding stock options, equity all Equity Awards shall immediately vest and performance awards shall be vested and exercised in accordance with the terms of the applicable plan and award agreementsbecome exercisable; (v) continued participation for twelve (12) months by the Executive and his eligible dependents in the Company's ’s group medical and dental plan in which he and his eligible dependents were participating immediately prior to the Date of Termination, subject to the terms and conditions of the plans as such plans are amended from time to time. The Executive shall be required to continue to pay the employee-paid portion of such coverage. Upon the earlier of the expiration of twelve (12) months or the date the Executive becomes eligible for medical benefits with a subsequent employer, this coverage shall cease, and the Executive and his dependents, if applicable, may elect group continuation coverage under COBRA; (vi) any amounts earned, accrued or owing to the Executive but not yet paid under Section 8; and (vii) Except as provided in 9(h9(g) below, any payment and benefit in accordance with the applicable plans and programs of the Company.

Termination After a Change in Control. In the event Executive's ’s employment is terminated, without Cause, voluntarily or involuntarily after a Change in Control, the Executive shall be entitled to do the following: (i) Base Salary earned and payable through the Date of Termination; (ii) any unpaid Cash Bonus earned and accrued with respect to any year preceding the Date of Termination and payable when bonuses for such year are paid to other Company executives subject to the terms and requirements of such bonus as may be established by the Board or Compensation Committee; (iii) an amount equal to two three times the sum of Base SalarySalary plus Target Bonus, as in effect on the Date of Termination, to be paid in a lump sum as soon as administratively feasible after Executive's ’s Date of Termination but in no event later than two and one-half months after the Date of Termination; (iv) outstanding stock options, equity all Equity Awards shall immediately vest and performance awards shall be vested and exercised in accordance with the terms of the applicable plan and award agreementsbecome exercisable; (v) continued participation for twelve (12) months by the Executive and his eligible dependents in the Company's ’s group medical and dental plan in which he and his eligible dependents were participating immediately prior to the Date of Termination, subject to the terms and conditions of the plans as such plans are amended from time to time. The Executive shall be required to continue to pay the employee-paid portion of such coverage. Upon the earlier of the expiration of twelve (12) months or the date the Executive becomes eligible for medical benefits with a subsequent employer, this coverage shall cease, and the Executive and his dependents, if applicable, may elect group continuation coverage under COBRA; (vi) any amounts earned, accrued or owing to the Executive but not yet paid under Section 8; and (vii) Except as provided in 9(h9(g) below, any payment and benefit in accordance with the applicable plans and programs of the Company.

Termination After a Change in Control. In the event Executive's employment is terminated, without Cause, voluntarily or involuntarily after a Change in Control, the Executive shall be entitled to do the following: (i) Base Salary earned and payable through the Date of Termination; (ii) any unpaid Cash Bonus earned and accrued with respect to any year preceding the Date of Termination and payable when bonuses for such year are paid to other Company executives subject to the terms and requirements of such bonus as may be established by the Board or Compensation Committee; (iii) an amount equal to two three times the Base Salary plus 90% of Base Salary (for a total of 5.7 times Base Salary), as in effect on the Date of Termination, to be paid in a lump sum as soon as administratively feasible after Executive's Date of Termination but in no event later than two and one-half months after the Date of Termination; (iv) outstanding stock options, equity and performance awards shall be vested and exercised in accordance with the terms of the applicable plan and award agreements; (v) continued participation for twelve (12) months by the Executive and his eligible dependents in the Company's group medical and dental plan in which he and his eligible dependents were participating immediately prior to the Date of Termination, subject to the terms and conditions of the plans as such plans are amended from time to time. The Executive shall be required to continue to pay the employee-paid portion of such coverage. Upon the earlier of the expiration of twelve (12) months or the date the Executive becomes eligible for medical benefits with a subsequent employer, this coverage shall cease, and the Executive and his dependents, if applicable, may elect group continuation coverage under COBRA; (vi) any amounts earned, accrued or owing to the Executive but not yet paid under Section 8; and (vii) Except as provided in 9(h) below, any payment and benefit in accordance with the applicable plans and programs of the Company.

Termination After a Change in Control. In the event Executive's employment is terminated, without Cause, voluntarily or involuntarily after a Change in Control, the Executive shall be entitled to do the following: (i) Base Salary earned and payable through the Date of Termination; (ii) any unpaid Cash Bonus earned and accrued with respect to any year preceding the Date of Termination and payable when bonuses for such year are paid to other Company executives subject to the terms and requirements of such bonus as may be established by the Board or Compensation Committee; (iii) an amount equal to two three times the Base Salary plus 90% of Base Salary (for a total of 5.7 times Base Salary), as in effect on the Date of Termination, to be paid in a lump sum as soon as administratively feasible after Executive's Date of Termination; (iv) outstanding stock options, equity and performance awards shall be vested and exercised in accordance with the terms of the applicable plan and award agreements; (v) continued participation for twelve (12) months by the Executive and his eligible dependents in the Company's group medical and dental plan in which he and his eligible dependents were participating immediately prior to the Date of Termination, subject to the terms and conditions of the plans as such plans are amended from time to time. The Executive shall be required to continue to pay the employee-paid portion of such coverage. Upon the earlier of the expiration of twelve (12) months or the date the Executive becomes eligible for medical benefits with a subsequent employer, this coverage shall cease, and the Executive and his dependents, if applicable, may elect group continuation coverage under COBRA; (vi) any amounts earned, accrued or owing to the Executive but not yet paid under Section 8; and (vii) Except as provided in 9(h) below, any payment and benefit in accordance with the applicable plans and programs of the Company.

Termination After a Change in Control. In the event Executive's ’s employment is terminated, without Cause, voluntarily or involuntarily after a Change in Control, the Executive shall be entitled to do the following: (i) Base Salary earned and payable through the Date of Termination; (ii) any unpaid Cash Bonus earned and accrued with respect to any year preceding the Date of Termination and payable when bonuses for such year are paid to other Company executives subject to the terms and requirements of such bonus as may be established by the Board or Compensation Committee; (iii) an amount equal to two times the sum of Executive’s annual Base Salary, Salary as in effect on the Date of Termination, to be paid in a lump sum as soon as administratively feasible after Executive's ’s Date of Termination but in no event later than two and one-half months after the Date of Termination; (iv) outstanding stock options, equity all Equity Awards shall immediately vest and performance awards shall be vested and exercised in accordance with the terms of the applicable plan and award agreementsbecome exercisable; (v) continued participation for twelve (12) months by the Executive and his eligible dependents in the Company's ’s group medical and dental plan in which he and his eligible dependents were participating immediately prior to the Date of Termination, subject to the terms and conditions of the plans as such plans are amended from time to time. The Executive shall be required to continue to pay the employee-paid portion of such coverage. Upon the earlier of the expiration of twelve (12) months or the date the Executive becomes eligible for medical benefits with a subsequent employer, this coverage shall cease, and the Executive and his dependents, if applicable, may elect group continuation coverage under COBRA; (vi) any amounts earned, accrued or owing to the Executive but not yet paid under Section 8; and (vii) Except as provided in 9(h9(g) below, any payment and benefit in accordance with the applicable plans and programs of the Company.