Common use of Termination Due to Change in Control; Death or Permanent Disability Clause in Contracts

Termination Due to Change in Control; Death or Permanent Disability. (a) If the Company undergoes a Change in Control (as defined in Section 7(c)), the Executive has 120 days on or following the date of the Change in Control to terminate his employment under this Agreement pursuant to this Section 6.3(a); provided, however, that if the Executive is forced to resign, then Executive shall be entitled to all of the compensation and benefits described in Section 6.2. (b) If the Executive becomes Permanently Disabled (as defined in Section 7(e)) or dies prior to the expiration of the Employment Period, the Executive’s employment hereunder shall terminate on the Date of Termination. (c) If the Executive’s employment is Terminated pursuant to either Sections 6.3(a) (except for a forced resignation) or 6.3(b), the Executive or, in the case of the Executive’s death, the Executive’s beneficiary or other legal representative, shall be entitled to: (i) the unpaid portion of the Annual Base salary described in Section 4.1 due the Executive up to the Date of Termination, which amount shall be payable in accordance with the Company’s regular payroll practices, (ii) the Shares described in Section 4.2, to the extent earned and vested, which restrictions, if any, shall immediately lapse and become nonforfeitable except as otherwise required by law, (iii) the stock options described in Section 4.3, to the extent granted and vested, shall become fully exercisable, (iv) any Performance Awards described in Section 4.4, in the Compensation Committee’s discretion, and (v) continuation of medical and dental benefits to Executive’s spouse and/or eligible dependents, if any, for six (6) months, on the same basis as such benefits are provided during such period to the senior executive officers of Company; provided, however, that if Company’s welfare plans do not permit such coverage, Company will provide Executive the medical benefits (with the same after tax effect) outside of such plans, and (vi) to the extent not theretofore paid or provided, any unpaid vacation pay or expense reimbursement or other applicable Other Benefits.

Termination Due to Change in Control; Death or Permanent Disability. (a) If the Company undergoes a Change in Control (as defined in Section 7(c)), the Executive has 120 days on or following the date of the Change in Control to terminate his employment under this Agreement pursuant to this Section 6.3(a); provided, however, that if the Executive is forced to resign, then Executive shall be entitled to all of the compensation and benefits described in Section 6.2. (b) If the Executive becomes Permanently Disabled (as defined in Section 7(e)) or dies prior to the expiration of the Employment Period, the Executive’s 's employment hereunder shall terminate on the Date of Termination. (c) If the Executive’s employment is Terminated pursuant to either Sections 6.3(a6.3 (a) (except for a forced resignation) or 6.3(b), the Executive or, in the case of the Executive’s death, the Executive’s beneficiary or other legal representative, shall be entitled to: : (i) the unpaid portion of the Annual Base salary described in in Section 4.1 due the Executive up to the Date of Termination, which amount shall be payable in accordance with the Company’s 's regular payroll practices, (ii) the Shares described in Section 4.2, to the extent earned and vested, which restrictions, if any, shall immediately lapse and become nonforfeitable except as otherwise required by law, (iii) the stock options described in Section 4.3, to the extent granted and vested, shall become fully exercisable, (iv) any Performance Awards described in Section 4.4, in the Compensation Committee’s discretion, and (v) continuation of medical and dental benefits to Executive’s spouse and/or eligible dependents, if any, for six (6) months, on the same basis as such benefits are provided during such period to the senior executive officers of Company; provided, however, that if Company’s welfare plans do not permit such coverage, Company will provide Executive the medical benefits (with the same after tax effect) outside of such plans, and (vi) to the extent not theretofore paid or provided, any unpaid vacation pay or expense reimbursement or other applicable Other Benefits.

Termination Due to Change in Control; Death or Permanent Disability. (a) If the Company undergoes a Change in Control (as defined in Section 7(c)), the Executive has 120 days on or following the date of the Change in Control to terminate his employment under this Agreement pursuant to this Section 6.3(a); provided, however, that if the Executive is forced to resign, then Executive shall be entitled to all of the compensation and benefits described in Section 6.2. (b) If the Executive becomes Permanently Disabled (as defined in Section 7(e)) or dies prior to the expiration of the Employment Period, the Executive’s 's employment hereunder shall terminate on the Date of Termination. (c) If the Executive’s employment is Terminated pursuant to either Sections 6.3(a) (except for a forced resignation) or 6.3(b), the Executive or, in the case of the Executive’s death, the Executive’s beneficiary or other legal representative, shall be entitled to: (i) the unpaid portion of the Annual Base salary described in Section 4.1 due the Executive up to the Date of Termination, which amount shall be payable in accordance with the Company’s 's regular payroll practices, (ii) the Shares described in Section 4.2, in the Compensation Committee’s discretion and 4.6.1, to the extent earned and vested, which restrictions, if any, shall immediately lapse and become nonforfeitable except as otherwise required by law, (iii) all of the shares of restricted common stock described in Section 4.6.1, which shares of restricted common stock shall be deemed earned and vested, and any restrictions on such shares of restricted common stock, except as required by applicable law shall immediately lapse and such shares of restricted common stock shall become nonforfeitable; (iv) all of the stock options described in Section 4.34.6.2, and the number of stock options equal to the extent six (6) months of and any other Company stock options granted and to Executive, which stock options shall be deemed vested, and any restrictions on such stock options except as required by applicable law shall become immediately lapse and such stock options shall be fully exercisable, exercisable in accordance with the requirements (ivexcept continued employment) any Performance Awards described in Section 4.4, in of the Compensation Committee’s discretion, applicable stock option plans; and (v) continuation of medical and dental benefits to Executive’s spouse and/or eligible dependents, if any, for six (6) months, on the same basis as such benefits are provided during such period to the senior executive officers of Company; provided, however, that if Company’s welfare plans do not permit such coverage, Company will provide Executive the medical benefits (with the same after tax effect) outside of such plans, and (vi) to the extent not theretofore paid or provided, any unpaid vacation pay or expense reimbursement or other applicable Other Benefits.

Termination Due to Change in Control; Death or Permanent Disability. (a) If the Company undergoes a Change in Control (as defined in Section 7(c)), the Executive has 120 days on or following the date of the Change in Control to terminate his employment under this Agreement pursuant to this Section 6.3(a); provided, however, that if the Executive is forced to resign, then Executive shall be entitled to all of the compensation and benefits described in Section 6.2. (b) If the Executive becomes Permanently Disabled (as defined in Section 7(e)) or dies prior to the expiration of the Employment Period, the Executive’s employment hereunder shall terminate on the Date of Termination. (c) If the Executive’s employment is Terminated pursuant to either Sections 6.3(a) (except for a forced resignation) or 6.3(b), the Executive or, in the case of the Executive’s death, the Executive’s beneficiary or other legal representative, shall be entitled to: (i) the unpaid portion of the Annual Base salary described in Section 4.1 due the Executive up to the Date of Termination, which amount shall be payable in accordance with the Company’s regular payroll practices, (ii) the Shares described in Section 4.2, to the extent earned and vested, which restrictions, if any, shall immediately lapse and become nonforfeitable except as otherwise required by law, (iii) the stock options described in Section 4.3, to the extent granted and vested, shall become fully exercisable, (iv) any Performance Awards described in Section 4.4, in the Compensation Committee’s discretion, and (v) continuation of medical and dental benefits to Executive’s spouse and/or eligible dependents, if any, for six twelve (612) months, on the same basis as such benefits are provided during such period to the senior executive officers of Company; provided, however, that if Company’s welfare plans do not permit such coverage, Company will provide Executive the medical benefits (with the same after tax effect) outside of such plans, and (vi) to the extent not theretofore paid or provided, any unpaid vacation pay or expense reimbursement or other applicable Other Benefits.