Common use of Termination Due to a Change of Control Clause in Contracts

Termination Due to a Change of Control. If Employer is subjected to a Change of Control (as defined in Section 5(g)(i)), and either Employer or its assigns terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason within two (2) years of such Change of Control, then Employer shall pay Executive upon the effective date of such termination all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date. (i) In addition, Employer shall pay Executive an amount equal to 1.5 times Executive’s highest Base Salary over the prior three (3) years, plus an amount equal to 1.5 times the annual bonus last paid hereunder or 1.5 times the average bonus paid over the prior three (3) years, whichever is greater (“Severance Benefit”). Provided, also, that the payment and benefits described in this Section 5(a) will only be paid conditioned upon Executive signing an agreement, in a form acceptable to Employer, that releases and holds Employer harmless from all known and unknown claims and liabilities arising out of Executive’s employment with Employer or the performance of this Agreement (“Release Agreement”). The Employer’s obligation to pay the Severance Benefit under this section continues for up to two (2) years after the Agreement terminates provided that the Change of Control (as defined in Section 5(g)(i)) occurs during the Term of the Agreement, and the Executive is terminated without Cause or terminates his employment for Good Reason within two (2) years of such Change of Control. The provisions of this paragraph will survive termination of the Agreement. (ii) Executive shall also be entitled to Severance Benefit if Employer terminates Agreement without Cause prior to a Change of Control if such termination occurs at any time from and after ninety days prior to the public announcement by the Employer or any other party of a transaction which will result in a Change of Control; provided that the effective date of the Change of Control occurs within eighteen (18) months of Executive’s termination. (iii) Payment of the Severance Benefit under this section is subject to and condition on compliance with subsection 5(b).

Termination Due to a Change of Control. If Employer is subjected to a Change of Control (as defined in Section 5(g)(i)), and either Employer or its assigns terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason within two (2) years of such Change of Control, then Employer shall pay Executive upon the effective date of such termination all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date. (i) In addition, Employer shall pay Executive an amount equal to 1.5 2 times Executive’s highest Base Salary over the prior three (3) years, plus an amount equal to 1.5 2 times the annual bonus last paid hereunder or 1.5 2 times the average bonus paid over the prior three (3) years, whichever is greater (“Severance Benefit”). Provided, also, that the payment and benefits described in this Section 5(a) will only be paid conditioned upon Executive signing an agreement, in a form acceptable to Employer, that releases and holds Employer harmless from all known and unknown claims and liabilities arising out of Executive’s employment with Employer or the performance of this Agreement (“Release Agreement”). The Employer’s obligation to pay the Severance Benefit under this section continues for up to two (2) years after the Agreement terminates provided that the Change of Control (as defined in Section 5(g)(i)) occurs during the Term of the Agreement, and the Executive is terminated without Cause or terminates his employment for Good Reason within two (2) years of such Change of Control. The provisions of this paragraph will survive termination of the Agreement. (ii) Executive shall also be entitled to Severance Benefit if Employer terminates Agreement without Cause prior to a Change of Control if such termination occurs at any time from and after ninety days prior to the public announcement by the Employer or any other party of a transaction which will result in a Change of Control; provided that the effective date of the Change of Control occurs within eighteen (18) months of Executive’s termination. (iii) Payment of the Severance Benefit under this section is subject to and condition on compliance with subsection 5(b).

Termination Due to a Change of Control. If Employer is subjected to a Change of Control (as defined in Section 5(g)(i)), and either Employer or its assigns terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason within two (2) years of such Change of Control, then Employer shall pay Executive upon the effective date of such termination all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date. (i) In addition, Employer shall pay Executive an amount equal to 1.5 times Executive’s highest Base Salary over the prior three (3) years, plus an amount equal to 1.5 times the annual bonus last paid hereunder or 1.5 times the average bonus paid over the prior three (3) years, whichever is greater (“"Severance Benefit”"). Provided, also, that the payment and benefits described in this Section 5(a) will only be paid conditioned upon Executive signing an agreement, in a form acceptable to Employer, that releases and holds Employer harmless from all known and unknown claims and liabilities arising out of Executive’s employment with Employer or the performance of this Agreement (“Release Agreement”). The Employer’s obligation to pay the Severance Benefit under this section continues for up to two (2) years after the Agreement terminates provided that the Change of Control (as defined in Section 5(g)(i)) occurs during the Term of the Agreement, and the Executive is terminated without Cause or terminates his employment for Good Reason within two (2) years of such Change of Control. The provisions of this paragraph will survive termination of the Agreement. (ii) Executive shall also be entitled to Severance Benefit if Employer terminates Agreement without Cause prior to a Change of Control if such termination occurs at any time from and after ninety days prior to the public announcement by the Employer or any other BEL 281698v2 50846-27 00A0 - 2 - party of a transaction which will result in a Change of Control; provided that the effective date of the Change of Control occurs within eighteen (18) months of Executive’s termination. (iii) Payment of the Severance Benefit under this section is subject to and condition conditioned on compliance with subsection 5(b).

Termination Due to a Change of Control. If Employer is subjected to a Change of Control (as defined in Section 5(g)(i)), and either Employer or its assigns terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason within two (2) years of such Change of Control, then Employer shall pay Executive upon the effective date of such termination all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date. (i) In addition, Employer shall pay Executive an amount equal to 1.5 two (2) times Executive’s highest Base Salary over the prior three (3) years, plus an amount equal to 1.5 two (2) times the annual bonus last paid hereunder or 1.5 two (2) times the average bonus paid over the prior three (3) years, whichever is greater (“Severance Benefit”). Provided, also, that the payment and benefits described in this Section 5(a) will only be paid conditioned upon Executive signing an agreement, in a form acceptable to Employer, that releases and holds Employer harmless from all known and unknown claims and liabilities arising out of Executive’s employment with Employer or the performance of this Agreement (“Release Agreement”). The Employer’s obligation to pay the Severance Benefit under this section continues for up to two (2) years after the Agreement terminates provided that the Change of Control (as defined in Section 5(g)(i)) occurs during the Term of the Agreement, and the Executive is terminated without Cause or terminates his employment for Good Reason within two (2) years of such Change of Control. The provisions of this paragraph will survive termination of the Agreement. (ii) Executive shall also be entitled to Severance Benefit if Employer terminates Agreement without Cause prior to a Change of Control if such termination occurs at any time from and after ninety days prior to the public announcement by the Employer or any other party of a transaction which will result in a Change of Control; provided that the effective date of the Change of Control occurs within eighteen (18) months of Executive’s termination. (iii) Payment of the Severance Benefit under this section is subject to and condition conditioned on compliance with subsection 5(b).

Termination Due to a Change of Control. If Employer is subjected to a Change of Control (as defined in Section 5(g)(i)), and either Employer or its assigns terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason within two (2) years of such Change of Control, then Employer shall pay Executive upon the effective date of such termination all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date. (i) In addition, Employer shall pay Executive an amount equal to 1.5 2 times Executive’s highest Base Salary over the prior three (3) years, plus an amount equal to 1.5 2 times the annual bonus last paid hereunder or 1.5 2 times the average bonus paid over the prior three (3) years, whichever is greater (“"Severance Benefit”"). Provided, also, that the payment and benefits described in this Section 5(a) will only be paid conditioned upon Executive signing an agreement, in a form acceptable to Employer, that releases and holds Employer harmless from all known and unknown claims and liabilities arising out of Executive’s employment with Employer or the performance of this Agreement (“Release Agreement”). The Employer’s obligation to pay the Severance Benefit under this section continues for up to two (2) years after the Agreement terminates provided that the Change of Control (as defined in Section 5(g)(i)) occurs during the Term of the Agreement, and the Executive is terminated without Cause or terminates his employment for Good Reason within two (2) years of such Change of Control. The provisions of this paragraph will survive termination of the Agreement. (ii) Executive shall also be entitled to Severance Benefit if Employer terminates Agreement without Cause prior to a Change of Control if such termination occurs at any time from and after ninety days prior to the public announcement by the Employer or any other party of a transaction which will result in a Change of Control; provided that the effective date of the Change of Control occurs within eighteen (18) months of Executive’s termination. (iii) Payment of the Severance Benefit under this section is subject to and condition on compliance with subsection 5(b).