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

Termination Due to Change in Control. (I) The Term and Executive's employment hereunder may be terminated by Executive upon a Change in Control (as defined below) of the Company. For purposes of this Agreement, "Change in Control" shall occur in the event that, ----------------- during any period of three (3) consecutive months commencing after the date of this Agreement, a majority of the Board is not comprised of any combination of (A) Board members as of the date of the Agreement (collectively, the "Initial Board"); (B) individuals recommended by a majority of the Initial Board to succeed members of the Initial Board; and (C) individuals added to the Initial Board by decision of a majority of the Initial Board. (II) If the Term and Executive's employment is terminated by Executive due to a Change in Control, Executive shall be entitled only to receive: (A) the Accrued Rights; (B) the maximum amount that can be paid to Executive, without any portion thereof constituting an "excess parachute payment" as defined in 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the "Code") or any successor section of the Code. Such payment shall be made to Executive in one lump sum on or before the Company's next regular payroll date immediately following Executive's date of termination due to a Change in Control, or as soon thereafter as is consistent with the Annual Incentive Plan and/or Long Term Incentive Plan, as applicable. The computation of such payment shall be made, at the sole cost and expense of the Company, by the independent auditors then retained by the Company, or if such auditors notify the Company that they are unwilling to perform such computation, then by any nationally or regionally recognized independent public accounting firm selected by Executive. The computation provided by such auditors shall be final and binding on the Company and Executive. The Company and Executive shall provide such auditors with all documents and other information that the auditors may reasonably request concerning such calculation; (C) such Executive Benefits, if any, pursuant to Paragraph 4 herein as to which Executive may be entitled for a period of two years immediately following Executive's date of termination; (D) notwithstanding Paragraph 9(c)(ii)(C) above, payment of premiums by the Company for health, disability and life insurance coverage equivalent to that provided to Executive pursuant to the Company's benefit plans through the end of the Term. After such period, Executive may elect continuation of health coverage under COBRA, as eligible; (E) payment of substitute lease payments equal to what was paid for Executive's Company-owned or Company-leased vehicle for a period of two years after Executive's termination date; (F) Directors and Officers liability insurance coverage in a total coverage amount determined by the Board to be reasonable for a period of two years after Executive's termination date; and (G) all non-vested shares of Company stock or other non-vested option or equity grants to Executive pursuant to the LTIP shall vest on the date of termination. D.

Termination Due to Change in Control. After Executive has provided services to the Employer for more than eighteen (I18) The months following the Effective Date, Executive shall become eligible for benefits payable in connection with Executive’s termination due to Change in Control (“Term and of Service Requirement”). If, after Executive has satisfied the Term of Service Requirement, Executive's ’s employment hereunder may be is terminated by Executive upon without cause within one year after a Change in Control (as defined below) of the Company. For purposes of this Agreement, "shall have occurred or if she resigns for Good Reason within one year after a Change in Control" Control shall occur in have occurred, Executive shall receive any unpaid Base Salary through the event that, ----------------- during any period date of three (3) consecutive months commencing termination within 30 days after the date of termination, and, in addition to the payments made to Executive under Section 4(c), the Employer shall pay to Executive, as compensation for services rendered, the following benefits (subject to any applicable payroll or other taxes required to be withheld) an amount equal to one times Executive’s Base Salary in effect as of the Date of Termination, such payments to be made on the same periodic dates as salary payments would have been made to Executive had Executive’s employment not been terminated, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A and Executive’s continuing compliance with the covenants under Section 5 of this Agreement. Notwithstanding the foregoing, a majority Executive shall not be entitled to any further payment under this Section 4(g) of this Agreement in the event the Employer determines that Executive has breached any of the Board covenants set forth in Section 5 of this Agreement and files an action to enforce the covenants or gives Executive notice that a claim is not comprised being initiated under Section 6 of this Agreement. Further, in such a proceeding, the Employer shall seek, and Executive shall be liable to return to the Employer, any combination of (A) Board members as of payments made to Executive under this Section 4 dating back to the date of the Agreement (collectivelyoriginal breach. As a condition precedent to the entitlement or receipt of any payments under this Section 4(g), Executive must execute a release and waiver of claims in favor of the Bank, the "Initial Board"Company, any business entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Bank or the Company (each, an “Affiliate”); (B) individuals recommended , and their respective officers and directors in a form provided by a majority of the Initial Board to succeed members of Employer no later than the Initial Board; and (C) individuals added to the Initial Board by decision of a majority of the Initial Board. (II) If the Term and Executive's employment is terminated by Executive due to a Change in Control, Executive shall be entitled only to receive: (A) the Accrued Rights; (B) the maximum amount that can be paid to Executive, without any portion thereof constituting an "excess parachute payment" as defined in 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the "Code") or any successor section of the Code. Such payment shall be made to Executive in one lump sum on or before the Company's next regular payroll date immediately following Executive's date of termination due to a Change in Control, or as soon thereafter as is consistent with the Annual Incentive Plan and/or Long Term Incentive Plan, as applicable. The computation of and such payment shall be made, at the sole cost and expense of the Company, by the independent auditors then retained by the Company, or if such auditors notify the Company that they are unwilling to perform such computation, then by any nationally or regionally recognized independent public accounting firm selected by Executive. The computation provided by such auditors shall be final and binding on the Company and Executive. The Company and Executive shall provide such auditors with all documents and other information that the auditors may reasonably request concerning such calculation; (C) such Executive Benefits, if any, pursuant to Paragraph 4 herein as to which Executive may be entitled for a period of two years immediately following Executive's date of termination; (D) notwithstanding Paragraph 9(c)(ii)(C) above, payment of premiums by the Company for health, disability and life insurance coverage equivalent to that provided to Executive pursuant to the Company's benefit plans through the end of the Term. After such period, Executive may elect continuation of health coverage under COBRA, as eligible; (E) payment of substitute lease payments equal to what was paid for Executive's Company-owned or Company-leased vehicle for a period of two years release has become effective within 30 days after Executive's termination date; (F) Directors and Officers liability insurance coverage in a total coverage amount determined by the Board to be reasonable for a period of two years after Executive's termination date; and (G) all non-vested shares of Company stock or other non-vested option or equity grants to Executive pursuant to the LTIP shall vest on the date of termination. D.termination (the “Release”).

Termination Due to Change in Control. (I) The Term and If Executive's ’s employment hereunder may be is terminated by without Cause or if the Executive upon resigns for Good Reason, in either case within one year after a Change in Control shall have occurred, (as defined belowi) Executive shall receive any unpaid Base Salary through the date of the Company. For purposes of this Agreement, "Change in Control" shall occur in the event that, ----------------- during any period of three (3) consecutive months commencing termination within 30 days after the date of this Agreementtermination, (ii) the amount set forth in Section 4(c)(ii) shall be paid to Executive as provided therein, (iii) Executive shall be paid in a majority lump sum no later than the 30th day after the date of such termination, net of employment and income tax withholding, an amount equal to two (2) times the Board is not comprised of any combination sum of (A) Board members the greater of the Base Salary as of the date of the Agreement (collectively, the "Initial Board"); (B) individuals recommended by a majority Change in Control or as of the Initial Board to succeed members date of the Initial Board; such termination without Cause or for Good Reason and (C) individuals added to the Initial Board by decision of a majority of the Initial Board. (II) If the Term and Executive's employment is terminated by Executive due to a Change in Control, Executive shall be entitled only to receive: (A) the Accrued Rights; (B) the maximum amount average of Executive’s annual cash bonus paid or payable (without regard to the requirement that can be paid Executive remain employed on the bonus accrual date) pursuant to Section 3(b) for the two most recently completed calendar years ending on or before Executive’s date of termination, without and (iv) any portion thereof constituting an "excess parachute payment" as defined in 280G(b)(1equity incentive awards that are outstanding and unvested immediately before Executive’s termination shall become vested (with any performance-based element to vest at target), subject to compliance with Section 9(i) of this Agreement regarding the Internal Revenue Code requirements of 1986Section 409A and Executive’s continuing compliance with the covenants under Section 5 of this Agreement. Notwithstanding the foregoing, as amended (Executive shall not be entitled to any further payment under this Section 4(g) in the "Code") or event the Employer determines that Executive has breached any successor section of the Codecovenants set forth in Section 5 and files an action to enforce the covenants or gives Executive notice that a claim is being initiated under Section 6. Such payment Further, in such a proceeding, the Employer shall seek, and Executive shall be liable to return to the Employer, any payments made to Executive in one lump sum on or before under this Section 4 dating back to the Company's next regular payroll date immediately following Executive's date of termination due to the original breach. As a Change in Control, or as soon thereafter as is consistent with the Annual Incentive Plan and/or Long Term Incentive Plan, as applicable. The computation of such payment shall be made, at the sole cost and expense of the Company, by the independent auditors then retained by the Company, or if such auditors notify the Company that they are unwilling to perform such computation, then by any nationally or regionally recognized independent public accounting firm selected by Executive. The computation provided by such auditors shall be final and binding on the Company and Executive. The Company and Executive shall provide such auditors with all documents and other information that the auditors may reasonably request concerning such calculation; (C) such Executive Benefits, if any, pursuant to Paragraph 4 herein as to which Executive may be entitled for a period of two years immediately following Executive's date of termination; (D) notwithstanding Paragraph 9(c)(ii)(C) above, payment of premiums by the Company for health, disability and life insurance coverage equivalent to that provided to Executive pursuant condition precedent to the Company's benefit plans through the end entitlement or receipt of the Term. After such periodany payments or vesting under this Section 4(g), Executive may elect continuation of health coverage under COBRAmust sign the Release, as eligible; (E) payment of substitute lease payments equal to what was paid for Executive's Company-owned or Company-leased vehicle for a period of two years and the Release must become effective within 30 days after Executive's termination date; (F) Directors and Officers liability insurance coverage in a total coverage amount determined by the Board to be reasonable for a period of two years after Executive's termination date; and (G) all non-vested shares of Company stock or other non-vested option or equity grants to Executive pursuant to the LTIP shall vest on the date of termination. D..

Termination Due to Change in Control. (I) The Term and If Executive's ’s employment hereunder may be terminated by Executive upon is Terminated Without Cause within one year after a Change of Control shall have occurred or if he resigns for Good Reason within one year after a Change in Control shall have occurred, then, in addition to the payments made to Executive under Section 5(a), the Bank or the Company shall pay to Executive as compensation for services rendered a cash amount (subject to any applicable payroll or other taxes required to be withheld), equal to one times Executive’s Base Salary in effect as defined belowof the Date of Termination, such payments to be made on the same periodic dates as salary payments would have been made to Executive had Executive’s employment not been Terminated, subject to compliance with Section 10(i) of this Agreement regarding the Company. For purposes requirements of Section 409A and Executive’s continuing compliance with the covenants under Section 6 of this Agreement; provided, "Change however, that if a Termination described in Control" this Section 5(f) occurs after Executive has rendered more than one year of services to the Bank or the Company under this Agreement, and for every additional year of service thereafter, an additional one-half (1/2) of Executive’s then Base Salary shall occur be paid to Executive as provided herein, subject to a maximum total payment of two years’ Base Salary. For the avoidance of doubt, in no circumstance shall Executive be entitled to payments under this Section 5(f) for an amount exceeding two years’ Base Salary. Notwithstanding the foregoing, Executive shall not be entitled to any further payment under this Section 5(f) of this Agreement in the event that, ----------------- during the Company and the Bank determine that Executive has breached any period of three (3) consecutive months commencing after the date covenants set forth in Section 6 of this Agreement and files an action to enforce the covenants or gives Executive a notice that a claim is being initiated under Section 7 of this Agreement. Further, in such a majority of proceeding, the Board is not comprised of Company and/or Bank shall seek, and Executive shall be liable to return to the Company and/or the Bank, any combination of (A) Board members as of payments made to Executive under this Section 5 dating back to the date of the Agreement (collectively, the "Initial Board"); (Boriginal breach. Executive must also execute a Release as provided in Section 5(e) individuals recommended by as a majority of the Initial Board to succeed members of the Initial Board; and (C) individuals added condition precedent to the Initial Board by decision entitlement to or receipt of a majority of the Initial Board. (II) If the Term and Executive's employment is terminated by Executive due to a Change in Control, Executive shall be entitled only to receive: (A) the Accrued Rights; (B) the maximum amount that can be paid to Executive, without any portion thereof constituting an "excess parachute payment" as defined in 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the "Code") or any successor section of the Code. Such payment shall be payments made to Executive in one lump sum on or before the Company's next regular payroll date immediately following Executive's date of termination due to a Change in Control, or as soon thereafter as is consistent with the Annual Incentive Plan and/or Long Term Incentive Plan, as applicable. The computation of such payment shall be made, at the sole cost and expense of the Company, by the independent auditors then retained by the Company, or if such auditors notify the Company that they are unwilling to perform such computation, then by any nationally or regionally recognized independent public accounting firm selected by Executive. The computation provided by such auditors shall be final and binding on the Company and Executive. The Company and Executive shall provide such auditors with all documents and other information that the auditors may reasonably request concerning such calculation; (C) such Executive Benefits, if any, pursuant to Paragraph 4 herein as to which Executive may be entitled for a period of two years immediately following Executive's date of termination; (D) notwithstanding Paragraph 9(c)(ii)(C) above, payment of premiums by the Company for health, disability and life insurance coverage equivalent to that provided to Executive pursuant to the Company's benefit plans through the end of the Term. After such period, Executive may elect continuation of health coverage under COBRA, as eligible; (E) payment of substitute lease payments equal to what was paid for Executive's Company-owned or Company-leased vehicle for a period of two years after Executive's termination date; (F) Directors and Officers liability insurance coverage in a total coverage amount determined by the Board to be reasonable for a period of two years after Executive's termination date; and (G) all non-vested shares of Company stock or other non-vested option or equity grants to Executive pursuant to the LTIP shall vest on the date of termination. D.this Section 5(f).

Termination Due to Change in Control. (I) The Term and Executive's employment hereunder may be terminated by Executive upon a Change in Control (as defined below) of the Company. For purposes of this Agreement, "Change in Control" shall occur in the event that, ----------------- during any period of three (3) consecutive months commencing after the date of this Agreement, a majority of the Board is not comprised of any combination of (A) Board members as of the date of the Agreement (collectively, the "Initial Board"); (B) individuals recommended by a majority of the Initial Board to succeed members of the Initial Board; and (C) individuals added to the Initial Board by decision of a majority of the Initial Board. (II) If the Term and Executive's employment is terminated by Executive due to a Change in Control, Executive shall be entitled only to receive: (A) the Accrued Rights; (B) the maximum amount that can be paid to Executive, Executive without any portion thereof constituting an "excess parachute payment" as defined in 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the "Code") or any successor section of the Code. Such payment shall be made to Executive in one lump sum on or before the Company's next regular payroll date immediately following Executive's date of termination due to a Change in Control, or as soon thereafter as is consistent with the Annual Incentive Plan and/or Long Term Incentive Plan, as applicable. The computation of such payment shall be made, at the sole cost and expense of the Company, by the independent auditors then retained by the Company, or if such auditors notify the Company that they are unwilling to perform such computation, then by any nationally or regionally recognized independent public accounting firm selected by Executive. The computation provided by such auditors shall be final and binding on the Company and Executive. The Company and Executive shall provide such auditors with all documents and other information that the auditors may reasonably request concerning such calculation; (C) such Executive Benefits, if any, pursuant to Paragraph 4 herein as to which Executive may be entitled for a period of two three years immediately following Executive's date of termination; (D) notwithstanding Paragraph 9(c)(ii)(C) above, payment of premiums by the Company for health, disability and life insurance coverage equivalent to that provided to Executive pursuant to the Company's benefit plans through the end of the TermTerm or Executive's 65th birthday, whichever period is longer. After such period, Executive may elect continuation of health coverage under COBRA, as eligible; (E) payment of substitute lease payments equal to what was paid for Executive's Company-owned or Company-leased vehicle for a period of two three years after Executive's termination date; (F) Directors and Officers liability insurance coverage in a total coverage amount determined by the Board to be reasonable for a period of two years after Executive's termination date; and (G) all non-vested shares of Company stock or other non-vested option or equity grants to Executive pursuant to the LTIP shall vest on the date of termination. D.

Termination Due to Change in Control. (I) The Term In the event this Agreement and Executive's ’s employment hereunder may be are terminated by Executive upon due to a Change in Control (as defined below) of the Company. For purposes of this Agreement, "Change in Control" shall occur in the event that, ----------------- during any period of three (3) consecutive months commencing after the date of this Agreement, a majority of the Board is not comprised of any combination of (A) Board members as of the date of the Agreement (collectivelyherein), the "Initial Board"); (B) individuals recommended by a majority of Company will pay to Executive the Initial Board to succeed members of the Initial Board; and (C) individuals added to the Initial Board by decision of a majority of the Initial BoardAccrued Obligations. (II) If the Term and In addition, if Executive's ’s employment is terminated by Executive due to a Change in Control, Control (at any time and including during any particular Term) and Executive shall be entitled only executes and delivers to receive: the Company an effective and irrevocable release of claims (Ain form and substance satisfactory to the Company) the Accrued Rights; (B) the maximum amount that can be paid to Executive, without any portion thereof constituting an "excess parachute payment" as defined in 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the "Code"“Separation and Release Agreement”) or any successor section of the Code. Such payment shall be made to Executive in one lump sum on or before sixty (60) days after Executive’s termination date, and complies with each of the provisions contained within the Separation and Release Agreement and this Agreement and its post-termination covenants, the Company shall pay to Executive one year’s base salary, plus reimbursement of Executive continuation of healthcare benefits under the Company's next ’s medical benefits plan under COBRA should he so elect, subject to receipt of proper documentation of such premium payments by Executive, and any outstanding amounts as set forth in Exhibit A, to be paid in accordance with Section 3 of this Agreement (the “Severance Payment”). The Severance Payment shall be paid in equal installments via direct deposit on the Company’s regular payroll date immediately paydays. Any Severance Payment installment otherwise payable within the first sixty (60) days after Executive’s termination of employment shall be cumulated and paid in a single lump sum with the first Severance Payment installment due after the sixtieth (60th) day following Executive's date ’s termination of employment. For sake of clarity, if Executive fails to execute and deliver an effective and irrevocable release of claims in form and substance satisfactory to the Company on or before sixty (60) days after his termination due to a Change in Controldate, or as soon thereafter as is consistent fails to comply with each of the Annual Incentive Plan and/or Long Term Incentive Planprovisions contained in the irrevocable release of claims or this Agreement or its post-termination covenants, as applicable. The computation of such payment the Accrued Obligations shall be made, at the sole cost paid but no Severance Payment or any installment thereof shall become due or owing and expense of the Company, by the independent auditors then retained by the Company, or if such auditors notify the Company that they are unwilling to perform such computation, then by any nationally or regionally recognized independent public accounting firm selected by Executive. The computation provided by such auditors shall therefore will not be final and binding on the Company and Executive. The Company and Executive shall provide such auditors with all documents and other information that the auditors may reasonably request concerning such calculation; (C) such Executive Benefits, if any, pursuant to Paragraph 4 herein as to which Executive may be entitled for a period of two years immediately following Executive's date of termination; (D) notwithstanding Paragraph 9(c)(ii)(C) above, payment of premiums by the Company for health, disability and life insurance coverage equivalent to that provided to Executive pursuant to the Company's benefit plans through the end of the Term. After such period, Executive may elect continuation of health coverage under COBRA, as eligible; (E) payment of substitute lease payments equal to what was paid for Executive's Company-owned or Company-leased vehicle for a period of two years after Executive's termination date; (F) Directors and Officers liability insurance coverage in a total coverage amount determined by the Board to be reasonable for a period of two years after Executive's termination date; and (G) all non-vested shares of Company stock or other non-vested option or equity grants to Executive pursuant to the LTIP shall vest on the date of termination. D.paid.

Termination Due to Change in Control. If, within two (I2) The Term and Executive's employment hereunder may be terminated by Executive upon a Change in Control (as defined below) of the Company. For purposes of this Agreement, "Change in Control" shall occur in the event that, ----------------- during any period of three (3) consecutive months commencing years after the date of this Agreement, a majority of the Board is not comprised of any combination of (A) Board members as of the date of the Agreement (collectively, the "Initial Board"); (B) individuals recommended by a majority of the Initial Board to succeed members of the Initial Board; and (C) individuals added to the Initial Board by decision of a majority of the Initial Board. (II) If the Term and Executive's employment is terminated by Executive due to a Change in Control, Executive shall be entitled only your employment is terminated by LSG or its successor without Cause or you resign for Good Reason, then, in lieu of the severance payment set forth above, LSG will pay you an amount equal to receive: two times (A2x) the Accrued Rights; (B) the maximum your annual Base Salary, which amount that can will be paid to Executiveyou in substantially equal installments during the twenty-four (24) month period following such termination in accordance with LSG’s payroll practices, provided that the payments due within the first fifty-two (52) days after termination will be accrued and paid on the first payroll date on or after the fifty-second (52nd) day following your termination. The severance payment will be conditional upon your first executing and returning within 45 days immediately (or such shorter period as LSG may prescribe) after your termination (and not revoking) the Waiver and Release. The “Change in Control Severance Period” means the 24-month period following termination by LSG without Cause or your resignation for Good Reason, in either case within two years after a Change in Control. If a Change in Control occurs, and the consideration received by LSG stockholders in such Change in Control is at least $4.50 per share of common stock, and a determination is made by legislation, regulation, or ruling directed to LSG or you, or court decision, that the aggregate amount of any portion thereof constituting an "payment made to you hereunder, or pursuant to any plan, program, or policy of LSG in connection with, on account of, or as a result of such Change in Control constitutes “excess parachute payment" payments” as defined in 280G(b)(1) Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code") ”), subject to the excise tax provisions of Code Section 4999, or any successor section sections thereof, you shall be entitled to receive from LSG, in addition to any other amounts payable hereunder, a lump-sum payment equal to 100% of such excise tax (the Codeamount of such excise tax determined without regard to the payment contemplated in this paragraph). Such payment amount shall be made payable to Executive in one lump sum on or before the Company's next regular payroll date immediately following Executive's date of termination due to a Change in Control, or you as soon thereafter as practicable after such final determination is consistent with the Annual Incentive Plan and/or Long Term Incentive Planmade, as applicable. The computation of provided that such payment shall will be made, at the sole cost and expense of the Company, by the independent auditors then retained by the Company, or if such auditors notify the Company that they are unwilling to perform such computation, then by any nationally or regionally recognized independent public accounting firm selected by Executive. The computation provided by such auditors shall be final and binding on the Company and Executive. The Company and Executive shall provide such auditors with all documents and other information that the auditors may reasonably request concerning such calculation; (C) such Executive Benefits, if any, pursuant to Paragraph 4 herein as to which Executive may be entitled for a period of two years immediately following Executive's date of termination; (D) notwithstanding Paragraph 9(c)(ii)(C) above, payment of premiums by the Company for health, disability and life insurance coverage equivalent to that provided to Executive pursuant to the Company's benefit plans through made not later than the end of your taxable year next following the Termtaxable year in which you remit the excise tax. After LSG and you shall mutually and reasonably determine whether or not such period, Executive may elect continuation of health coverage under COBRA, as eligible; (E) payment of substitute lease payments equal determination has occurred and whether any appeal to what was paid for Executive's Company-owned or Company-leased vehicle for a period of two years after Executive's termination date; (F) Directors and Officers liability insurance coverage in a total coverage amount determined by the Board to such determination should be reasonable for a period of two years after Executive's termination date; and (G) all non-vested shares of Company stock or other non-vested option or equity grants to Executive pursuant to the LTIP shall vest on the date of termination. D.made.

Termination Due to Change in Control. (I) The Term and Executive's employment hereunder may be terminated by Executive upon a Change in Control (as defined below) of the Company. For purposes of this Agreement, "Change in Control" shall occur in the event that, ----------------- during any period of three (3) consecutive months commencing after the date of this Agreement, a majority of the Board is not comprised of any combination of (A) Board members as of the date of the Agreement (collectively, the "Initial Board"); (B) individuals recommended by a majority of the Initial Board to succeed members of the Initial Board; and (C) individuals added to the Initial Board by decision of a majority of the Initial Board. (II) If the Term and Executive's employment is terminated by Executive due to a Change in Control, Executive shall be entitled only to receive: (A) the Accrued Rights; (B) the maximum amount that can be paid to Executive, without any portion thereof constituting an "excess parachute payment" as defined in 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the "Code") or any successor section of the Code. Such payment shall be made to Executive in one lump sum on or before the Company's next regular payroll date immediately following Executive's date of termination due to a Change in Control, or as soon thereafter as is consistent with the Annual Incentive Plan and/or Long Term Incentive Plan, as applicable. The computation of such payment shall be made, at the sole cost and expense of the Company, by the independent auditors then retained by the Company, or if such auditors notify the Company that they are unwilling to perform such computation, then by any nationally or regionally recognized independent public accounting firm selected by Executive. The computation provided by such auditors shall be final and binding on the Company and Executive. The Company and Executive shall provide such auditors with all documents and other information that the auditors may reasonably request concerning such calculation; (C) such Executive Benefits, if any, pursuant to Paragraph 4 herein as to which Executive may be entitled for a period of two years immediately following Executive's date of termination; (D) notwithstanding Paragraph 9(c)(ii)(C) above, payment of premiums by the Company for health, disability and life insurance coverage equivalent to that provided to Executive pursuant to the Company's benefit plans through the end of the TermTerm or Executive's 65th birthday, whichever period is longer. After such period, Executive may elect continuation of health coverage under COBRA, as eligible; (E) payment of substitute lease payments equal to what was paid for Executive's Company-owned or Company-leased vehicle for a period of two years after Executive's termination date; (F) Directors and Officers liability insurance coverage in a total coverage amount determined by the Board to be reasonable for a period of two years after Executive's termination date; and (G) all non-vested shares of Company stock or other non-vested option or equity grants to Executive pursuant to the LTIP shall vest on the date of termination. D.