Common use of Termination Following Change of Control Clause in Contracts

Termination Following Change of Control. If Executive's employment is terminated by the Company within twelve (12) months after a Change of Control (as defined herein) for reasons other than For Cause pursuant to Section 20 below or by reason of Disability or Executive's death, (a) Executive shall be entitled to receive Executive's then applicable base salary through the date of termination of Executive's employment and any business expenses or fringe benefits otherwise due to Executive and (b) in addition, the Company agrees to pay to Executive, the Severance Payment, which Severance Payment shall be payable in six (6) equal monthly installments commencing on the first day of each month following the date of termination. Executive shall also be entitled to payment for (i) any bonus earned in the year preceding such termination but not yet paid and (ii) accrued but unused vacation days during the year such termination occurs. At the termination date, all of the Restricted Shares granted to Executive will be immediately vested in accordance with the Restricted Stock Agreement and any stock options or other grants made to Executive pursuant to any incentive or benefit plans then in effect shall vest in accordance with the terms of any such plans. All other obligations of the Company under this Agreement shall automatically cease, and Executive shall not be entitled to any other salary, payments or benefits otherwise payable under this Agreement, except as otherwise required by law.

Termination Following Change of Control. If Executive's employment is terminated by the Company within twelve eighteen (1218) months after a Change of Control (as defined herein) for reasons other than For Cause pursuant to Section 20 below or by reason of Disability or Executive's death, (a) Executive shall be entitled to receive Executive's then applicable base salary through the date of termination of Executive's employment and any business expenses or fringe benefits otherwise due to Executive and (b) in addition, the Company agrees to pay to Executive, the Severance Payment, which Severance Payment shall be payable in six (6) equal monthly installments commencing on the first day of each month following the date of termination. Executive shall also be entitled to payment for (i) any bonus earned in the year preceding such termination but not yet paid and (ii) accrued but unused vacation days during the year such termination occurs. At the termination date, all of the Restricted Shares granted to Executive will be immediately vested in accordance with the Restricted Stock Agreement and any stock options or other grants made to Executive pursuant to any incentive or benefit plans then in effect shall vest in accordance with the terms of any such plansplans or agreements. All other obligations of the Company under this Agreement shall automatically cease, and Executive shall not be entitled to any other salary, payments or benefits otherwise payable under this Agreement, except as otherwise required by law.

Termination Following Change of Control. If Executive's employment is terminated by the Company within twelve (12) months after a Change of Control (as defined hereinon Exhibit B) for reasons other than For Cause pursuant to Section 20 19 below or by reason of Disability or Executive's death, (a) Executive shall be entitled to receive Executive's then applicable base salary through the date of termination of Executive's employment and any business expenses or fringe benefits otherwise due to Executive and (b) in addition, the Company agrees to pay to Executive, the Severance Payment, which Severance Payment shall be payable in six (6) equal monthly installments commencing on the first day of each month following the date of termination. Executive shall also be entitled to payment for (i) any bonus earned in the year preceding such termination but not yet paid and (ii) accrued but unused vacation days during the year such termination occurs. At the termination date, all of the Restricted Shares granted to Executive will be immediately vested in accordance with the Restricted Stock Agreement and any stock options or other grants made to Executive pursuant to any incentive or benefit plans then in effect shall vest in accordance with the terms of any such plans. All other obligations of the Company under this Agreement shall automatically cease, and Executive shall not be entitled to any other salary, payments or benefits otherwise payable under this Agreement, except as otherwise required by law.

Termination Following Change of Control. If Executive's employment is terminated by the Company within twelve (12) months after a Change of Control (as defined hereinexcluding the merger of Richfield and Richfield Acquisition Corp.) for reasons other than For Cause pursuant to Section 20 19 below or by reason of Disability or Executive's death, (a) Executive shall be entitled to receive Executive's then applicable base salary through the date of termination of Executive's employment and any business expenses or fringe benefits otherwise due to Executive and (b) in addition, the Company agrees to pay to Executive, the Severance Payment, which Severance Payment shall be payable in six (6) equal monthly installments commencing on the first day of each month following the date of termination. Executive shall also be entitled to payment for (i) any bonus Bonus earned in the year preceding such termination but not yet paid and (ii) accrued but unused vacation days during the year such termination occurs. At the termination date, all of the Restricted Shares granted to Executive will be immediately vested in accordance with the Restricted Stock Agreement and any stock options or other grants made to Executive pursuant to any incentive or benefit plans then in effect shall vest in accordance with the terms of any such plansplans or agreements. All other obligations of the Company under this Agreement shall automatically cease, and Executive shall not be entitled to any other salary, payments or benefits otherwise payable under this Agreement, except as otherwise required by law.

Termination Following Change of Control. If Executive's employment ’s affiliation with the Company is terminated by the Company within twelve (12) months after a Change of Control (as defined herein) for reasons other than For Cause pursuant to Section 20 19 below or by reason of Disability or Executive's ’s death, or if Executive resigns his employment for Good Reason within twelve (12) months after a Change of Control, then (a) Executive shall be entitled to receive Executive's ’s then applicable base salary through the date of termination of Executive's employment ’s affiliation with the Company and any business expenses or fringe benefits otherwise due to Executive and (b) in addition, the Company agrees to pay to Executive, the Severance Payment, which Severance Payment shall be payable in six (6) equal monthly installments commencing on the first day of each month following the date of termination. Executive shall also be entitled to payment for (i) any bonus Bonus earned in the year preceding such termination but not yet paid and (ii) accrued but unused vacation days during the year such termination occursdays. At the termination date, all restricted shares of the Restricted Shares granted Company stock issued to Executive under any restricted stock agreement will be immediately vested in accordance with the Restricted Stock Agreement and any stock options or other grants made to Executive pursuant to any incentive or benefit plans then in effect shall vest in accordance with the terms of any such plans. All other obligations of the Company under this Agreement shall automatically cease, and Executive shall not be entitled to any other salary, payments or benefits otherwise payable under this Agreement, except as otherwise required by law.

Termination Following Change of Control. If Executive's ’s employment is terminated by the Company within twelve (12) months after a Change of Control (as defined hereinbelow) for reasons other than For Cause pursuant to Section as defined in Paragraph 20 below or by reason of Disability this Agreement, Disability, or Executive's ’s death, or if Executive resigns his employment for Good Reason within twelve (12) months after a Change of Control, then (a) Executive shall be entitled to receive Executive's ’s then applicable base salary through the date of termination of Executive's ’s employment and any business expenses or fringe benefits otherwise due to Executive and (b) in addition, the Company agrees to pay to Executive, the Severance Payment, which Severance Payment shall be payable in six (6) equal monthly installments commencing on the first day of each month following the date of termination. Executive shall also be entitled to payment for (i) any bonus Bonus earned in the year preceding such termination but not yet paid and (ii) accrued but unused vacation days during the year such termination occurs. At the termination date, all of the Restricted Shares (both time-vesting and performance-based) granted to Executive will be immediately vested in accordance with the Restricted Stock Agreement and any stock options or other grants made to Executive pursuant to any incentive or benefit plans then in effect shall vest in accordance with the terms of any such plans. All Except for the Company’s obligation to reimburse Relocation Expenses as provided in paragraph 9(b), which shall continue in force and effect, all other obligations of the Company under this Agreement shall automatically cease, and Executive shall not be entitled to any other salary, payments or benefits otherwise payable under this Agreement, except as otherwise required by law.

Termination Following Change of Control. If Executive's employment ’s affiliation with the Company is terminated by the Company within twelve (12) months after a Change of Control (as defined herein) for reasons other than For Cause pursuant to Section 20 18 below or by reason of Disability or Executive's ’s death, or if Executive resigns his employment for Good Reason within twelve (12) months after a Change of Control, then (a) Executive shall be entitled to receive Executive's ’s then applicable base salary Compensation through the date of termination of Executive's employment ’s affiliation with the Company and any business expenses or fringe benefits otherwise due to Executive and (b) in addition, the Company agrees to pay to Executive, the Severance Payment, which Severance Payment shall be payable in six (6) equal monthly installments commencing on the first day of each month following the date of termination. Executive shall also be entitled to payment for (i) any bonus earned in the year preceding such termination but not yet paid and (ii) accrued but unused vacation days during the year such termination occursdays. At the termination date, all restricted shares of the Restricted Shares granted Company stock issued to Executive under any restricted stock agreement will be immediately vested in accordance with the Restricted Stock Agreement restricted stock agreement, and any stock options or other grants made to Executive pursuant to any incentive or benefit plans then in effect shall vest in accordance with the terms of any such plans. All other obligations of the Company under this Agreement shall automatically cease, and Executive shall not be entitled to any other salary, payments or benefits otherwise payable under this Agreement, except as otherwise required by law.

Termination Following Change of Control. If Executive's ’s employment is terminated by the Company within twelve (12) months after a Change of Control (as defined hereinherein in Exhibit B-1) for reasons other than For Cause pursuant to Section 20 19 below or by reason of Disability or Executive's ’s death, (a) Executive shall be entitled to receive Executive's ’s then applicable base salary through the date of termination of Executive's ’s employment and any business expenses or fringe benefits otherwise due to Executive and (b) in addition, the Company agrees to pay to Executive, the Severance Payment, which Severance Payment shall be payable in six (6) equal monthly installments commencing on the first day of each month following the date of termination. Executive shall also be entitled to payment for (i) any bonus earned in the year preceding such termination but not yet paid and (ii) accrued but unused vacation days during the year such termination occurs. Payment of amounts owed under this Section 18 shall be made in a lump sum cash payment within fifteen (15) days after the date of the Executive’s termination of employment. At the termination date, all of the Restricted Shares granted to Executive will be immediately vested in accordance with the Restricted Stock Agreement and any stock options or other grants made to Executive pursuant to any incentive or benefit plans then in effect shall vest in accordance with the terms of any such plans. All other obligations of the Company under this Agreement shall automatically cease, and Executive shall not be entitled to any other salary, payments or benefits otherwise payable under this Agreement, except as otherwise required by law.

Termination Following Change of Control. If Executive's ’s employment is terminated by the Company within twelve (12) months after a Change of Control (as defined hereinbelow) for reasons other than For Cause pursuant to Section as defined in Paragraph 20 below or by reason of Disability this Agreement, Disability, or Executive's ’s death, or if Executive resigns his employment for Good Reason within twelve (12) months after a Change of Control, then (a) Executive shall be entitled to receive Executive's ’s then applicable base salary through the date of termination of Executive's ’s employment and any business expenses or fringe benefits otherwise due to Executive and (b) in addition, the Company agrees to pay to Executive, as severance pay and in lieu of any further compensation for any subsequent period, an amount equal to two times (2x) the Severance Payment, which Severance Payment shall be payable in six sum of the (61) equal monthly installments commencing on Executive’s then applicable base salary and (2) the first day of each month following the date of terminationTarget Bonus. Executive shall also be entitled to payment for (i) any bonus Bonus earned in the year preceding such termination but not yet paid and (ii) accrued but unused vacation days during the year such termination occurs. At the termination date, all of the Restricted Shares (both time-vesting and performance-based) granted to Executive will be immediately vested in accordance with the Restricted Stock Agreement and any stock options or other grants made to Executive pursuant to any incentive or benefit plans then in effect shall vest in accordance with the terms of any such plans. All other obligations of the Company under this Agreement shall automatically cease, and Executive shall not be entitled to any other salary, payments or benefits otherwise payable under this Agreement, except as otherwise required by law.

Termination Following Change of Control. If Executive's ’s employment is terminated by the Company within twelve (12) months after a Change of Control (as defined hereinherein in Exhibit B-1) for reasons other than For Cause pursuant to Section 20 below or by reason of Disability or Executive's ’s death, (a) Executive shall be entitled to receive Executive's ’s then applicable base salary through the date of termination of Executive's ’s employment and any business expenses or fringe benefits otherwise due to Executive and (b) in addition, the Company agrees to pay to Executive, the Severance Payment, which Severance Payment shall be payable in six (6) equal monthly installments commencing on the first day of each month following the date of termination. Executive shall also be entitled to payment for (i) any bonus earned in the year preceding such termination but not yet paid and (ii) accrued but unused vacation days during the year such termination occurs. Payment of amounts owed under this Section 19 shall be made in a lump sum cash payment within fifteen (15) days after the date of the Executive’s termination of employment. At the termination date, all of the Restricted Shares granted to Executive will be immediately vested in accordance with the Restricted Stock Agreement and any stock options or other grants made to Executive pursuant to any incentive or benefit plans then in effect shall vest in accordance with the terms of any such plans. All other obligations of the Company under this Agreement shall automatically cease, and Executive shall not be entitled to any other salary, payments or benefits otherwise payable under this Agreement, except as otherwise required by law.

Termination Following Change of Control. If Executive's employment is terminated by the Company within twelve (12) months after a Change of Control (as defined hereinon Exhibit B) for reasons other than For Cause pursuant to Section 20 19 below or by reason of Disability or Executive's death, (a) Executive shall be entitled to receive Executive's ’s then applicable base salary through the date of termination of Executive's ’s employment and any business expenses or fringe benefits otherwise due to Executive and (b) in addition, the Company agrees to pay to Executive, the Severance Payment, which Severance Payment shall be payable in six (6) equal monthly installments commencing on the first day of each month following the date of termination. Executive shall also be entitled to payment for (i) any bonus earned in the year preceding such termination but not yet paid and (ii) accrued but unused vacation days during the year such termination occurs. At the termination date, all of the Restricted Shares granted to Executive will be immediately vested in accordance with the Restricted Stock Agreement and any stock options or other grants made to Executive pursuant to any incentive or benefit plans then in effect shall vest in accordance with the terms of any such plans. All other obligations of the Company under this Agreement shall automatically cease, and Executive shall not be entitled to any other salary, payments or benefits otherwise payable under this Agreement, except as otherwise required by law.

Termination Following Change of Control. If Executive's employment is terminated by the Company within twelve (12) months after a Change of Control (as defined herein) for reasons other than For Cause pursuant to Section 20 19 below or by reason of Disability or Executive's death, (a) Executive shall be entitled to receive Executive's then applicable base salary through the date of termination of Executive's employment and any business expenses or fringe benefits otherwise due to Executive and (b) in addition, the Company agrees to pay to Executive, the Severance Payment, which Severance Payment shall be payable in six (6) equal monthly installments commencing on the first day of each month following the date of termination. Executive shall also be entitled to payment for (i) any bonus earned in the year preceding such termination but not yet paid and (ii) accrued but unused vacation days during the year such termination occurs. At the termination date, all of the Restricted Shares granted to Executive will be immediately vested in accordance with the Restricted Stock Agreement and any stock options or other grants made to Executive pursuant to any incentive or benefit plans then in effect shall vest in accordance with the terms of any such plans. All other obligations of the Company under this Agreement shall automatically cease, and Executive shall not be entitled to any other salary, payments or benefits otherwise payable under this Agreement, except as otherwise required by law.