Common use of Termination Following Friendly Change in Control Clause in Contracts

Termination Following Friendly Change in Control. (a) If, after a Friendly Change in Control, Executive's employment with MTS shall be terminated (1) by MTS other than for cause, death or disability or (2) by Executive for Good Reason, then Executive shall be entitled to the following benefits: (i) Severance. MTS shall pay the Executive as a severance payment (the "Severance Payment") an amount equal to the product of 18 multiplied by the Executive's Monthly Gross Income as defined below. The Severance Payment shall be made in a single lump sum within 30 days after the Date of Termination, subject to all applicable federal and state withholding. For purposes of this Agreement, Monthly Gross Income shall mean the sum of the following amounts: (A) 1/12 of the highest average base salary for any 12-consecutive month period during the 36 calendar month period ending immediately prior to the Date of Termination (without taking into account any reduction in such base salary that would constitute Good Reason); plus (B) the monthly average of the total Management Variable Compensation (MVC) earned during the lesser of the 3 most recent or the actual number of fiscal years participating in the MVC plan ending immediately prior to the Date of Termination; plus (C) the product of the average percentage of MTS profit sharing contributions to the MTS Systems Corporation Profit Sharing Retirement Plan and Trust (as a percent of Compensation as defined in the Plan up to the federal limit) for the lesser of the 3 most recent or the actual number of participating Plan Years ending immediately prior to the Date of Termination multiplied by the sum of (A) and (B) above.

Termination Following Friendly Change in Control. (a) If, after a Friendly Change in Control, Executive's employment with MTS shall be terminated (1A) by MTS other than for cause, death or disability or (2B) by Executive for Good Reason, then Executive shall be entitled to the following benefits: (i) Severance. MTS shall pay the Executive as a severance payment (the "Severance Payment") an amount equal to the product of 18 multiplied by the Executive's Monthly Gross Income as defined below. The Severance Payment shall be made in a single lump sum sun within 30 days after the Date of Termination, subject to all applicable federal and state withholding. For purposes of this Agreement, Monthly Gross Income shall mean the sum of the following amounts: (A) 1/12 of the highest average base salary for any 12-consecutive month period during the 36 calendar month period ending immediately prior to the Date of Termination (without taking into account any reduction in such base salary that would constitute Good Reason); plus (B) the monthly average 1/36 of the total Management Variable Compensation (MVC) earned variable compensation paid during the lesser of the 3 most recent or the actual number of fiscal years participating in the MVC plan ending immediately prior to the Date of TerminationTermination (without taking into account any reduction or termination of such variable compensation that would constitute Good Reason); plus (C) the product of the average percentage of MTS profit sharing contributions to the MTS Systems Corporation Profit Sharing Retirement Plan and Trust (as a percent of Compensation as defined in the Plan up to the federal limitPlan) for the lesser of the 3 most recent or the actual number of participating Plan Years ending immediately prior to the Date of Termination multiplied by the sum of (A) and (B) above.

Termination Following Friendly Change in Control. (a) If, after a Friendly Change in Control, Executive's employment with MTS shall be terminated (1A) by MTS other than for cause, death or disability or (2B) by Executive for Good Reason, then Executive shall be entitled to the following benefits: (i) Severance. MTS shall pay the Executive as a severance payment (the "Severance Payment") an amount equal to the product of 18 multiplied by the Executive's Monthly Gross Income as defined below. The Severance Payment shall be made in a single lump sum within 30 days after the Date of Termination, subject to all applicable federal and state withholding. For purposes of this Agreement, Monthly Gross Income shall mean the sum of the following amounts: (A) 1/12 of the highest average base salary for any 12-consecutive month period during the 36 calendar month period ending immediately prior to the Date of Termination (without taking into account any reduction in such base salary that would constitute Good Reason); plus (B) the monthly average of the total Management Variable Compensation (MVC) earned paid during the lesser of the 3 most recent or the actual number of fiscal years participating in the MVC plan ending immediately prior to the Date of TerminationTermination (without taking into account any reduction or termination of such variable compensation that would constitute Good Reason); plus (C) the product of the average percentage of MTS profit sharing contributions to the MTS Systems Corporation Profit Sharing Retirement Plan and Trust (as a percent of Compensation as defined in the Plan up to the federal limitPlan) for the lesser of the 3 most recent or the actual number of participating Plan Years ending immediately prior to the Date of Termination multiplied by the sum of (A) and (B) above.

Termination Following Friendly Change in Control. (a) If, after a Friendly Change in Control, Executive's employment with MTS shall be terminated (1A) by MTS other than for cause, death or disability or (2B) by Executive for Good Reason, then Executive shall be entitled to the following benefits: (i) Severance. MTS shall pay the Executive as a severance payment (the "Severance Payment") an amount equal to the product of 18 multiplied by the Executive's Monthly Gross Income as defined below. The Severance Payment shall be made in a single lump sum sun within 30 days after the Date of Termination, subject to all applicable federal and state withholding. For purposes of this Agreement, Monthly Gross Income shall mean the sum of the following amounts: (A) 1/12 of the highest average base salary for any 12-consecutive month period during the 36 calendar month period ending immediately prior to the Date of Termination (without taking into account any reduction in such base salary that would constitute Good Reason); plus (B) the monthly average 1/36 of the total Management Variable Compensation (MVC) earned variable compensation paid during the lesser of the 3 most recent or the actual number of fiscal years participating in the MVC plan ending immediately prior to the Date of TerminationTermination (without taking into account any reduction or termination of such variable compensation that would constitute Good Reason); plus (C) the product of the average percentage of MTS profit sharing contributions to the MTS Systems Corporation Profit Sharing Retirement Plan and Trust (as a percent of Compensation as defined in the Plan up to the federal limitPlan) for the lesser of the 3 most recent or the actual number of participating Plan Years ending immediately prior to the Date of Termination multiplied by the sum of (A) and (B) above.

Termination Following Friendly Change in Control. (a) If, after a Friendly Change in Control, Executive's employment with MTS shall be terminated (1A) by MTS other than for cause, death or disability or (2B) by Executive for Good Reason, then Executive shall be entitled to the following benefits: (i) Severance. MTS shall pay the Executive as a severance payment (the "Severance Payment") an amount equal to the product of 18 multiplied by the Executive's Monthly Gross Income as defined below. The Severance Payment shall be made in a single lump sum sun within 30 days after the Date of Termination, subject to all applicable federal and state withholding. For purposes of this Agreement, Monthly Gross Income shall mean the sum of the following amounts: (A) 1/12 of the highest average base salary for any 12-consecutive month period during the 36 calendar month period ending immediately prior to the Date of Termination (without taking into account any reduction in such base salary that would constitute Good Reason); plus (B) the monthly average of the total Management Variable Compensation (MVC) earned paid during the lesser of the 3 most recent or the actual number of fiscal years participating in the MVC plan ending immediately prior to the Date of TerminationTermination (without taking into account any reduction or termination of such variable compensation that would constitute Good Reason); plus (C) the product of the average percentage of MTS profit sharing contributions to the MTS Systems Corporation Profit Sharing Retirement Plan and Trust (as a percent of Compensation as defined in the Plan up to the federal limitPlan) for the lesser of the 3 most recent or the actual number of participating Plan Years ending immediately prior to the Date of Termination multiplied by the sum of (A) and (B) above.