Common use of Termination in a Sale of Business Clause in Contracts

Termination in a Sale of Business. In the event there is a Sale of Business, the Employer shall take all actions necessary to ensure that such corporation or transferee is bound by the provisions of this Agreement. In the event that the employment of the Executive is terminated (or “constructively terminated”) as a result of or with or within one (1) year following a Sale of Business, the Executive shall be one hundred percent (100%) vested in the Annual Benefit as described in subsection 1.2 of this Agreement, except that the 3% increase referred to in Section 1.2 shall continue only until the Sale of Business rather than until the first payment is made. In such event, the Executive shall receive the Annual Benefit as described in the preceding sentence, beginning at age 65, in equal installments in the manner specified in Section 3 of this Agreement. For purposes of this Agreement, “constructive termination” shall include: (i) any decrease in salary or benefits below those in effect for the Executive immediately prior to the Sale of Business, (ii) any demotion to a position below that of an executive officer, or (iii) any relocation of the Executive more than 25 miles from his or her principal place of business immediately prior to the Sale of Business. Notwithstanding the prior paragraph, no payment shall be made to the Executive pursuant to this Agreement to the extent that such payment when aggregated with all other payments considered for purposes of calculating a parachute payment results in an excess parachute payment as defined under Section 280G of the Code. If the Internal Revenue Service or any other tax authority makes any claim, demand or assessment in any form based directly or indirectly, in whole or in part, on the allegation that any payment under this Agreement and/or any other payment by the Employer to or for the benefit of the Executive at any time constitutes a “parachute payment” under Section 280G of the Code or any similar or successor provision of federal or state law, Executive agrees that Employer, its successors and assigns shall have no obligation, whether for defense, indemnification, reimbursement or otherwise, with respect to such claim, demand or assessment. No benefit payments provided in this Paragraph 5.1 shall be made to the Executive, the Executive’s designated beneficiary, Surviving Spouse or the Executive’s estate if the Executive is entitled to benefits provided by any other Paragraph of this Agreement.” In all other respects, the Agreement shall remain in full force and effect as written.

Termination in a Sale of Business. In the event there is a Sale of Business, following which Executive is not retained in the Employer same or comparable position, the Executive shall take all actions necessary be entitled to ensure that such corporation or transferee is bound by be paid in cash in a lump sum on the provisions of this Agreement. In the event that the employment date of the Executive is terminated (or “constructively terminated”) as a result consummation of or with or within one (1) year following a the Sale of Business, the Executive shall be one hundred percent (100%) vested in present value of the aggregate amount of: the Annual Benefit as described if it were to be paid beginning at Executive’s Retirement, with the Applicable Percentage being 100%, being paid for a period of fifteen (15) years in subsection 1.2 of this Agreement, except that the 3% increase referred to in Section 1.2 shall continue only until the Sale of Business rather than until one hundred eighty (180) monthly installments beginning on the first payment is made. In such event, day of the Executive shall receive month following the Annual Benefit as described in the preceding sentence, beginning at age 65, in equal installments in the manner specified in Section 3 consummation of this Agreement. For purposes of this Agreement, “constructive termination” shall include: (i) any decrease in salary or benefits below those in effect for the Executive immediately prior to the Sale of Business, (ii) any demotion to a position below that of an executive officer, or (iii) any relocation . The present value of the Executive more than 25 miles from his or her principal place amount shall be determined using the long term monthly Applicable Federal Rate at the time of business immediately prior to the consummation of the Sale of Business. Notwithstanding the prior paragraph, no payment shall be made to the Executive pursuant to this Agreement to the extent that such payment when aggregated with all other payments considered for purposes of calculating a parachute payment results in an excess parachute payment as defined under Section 280G of the Code. If the Internal Revenue Service or any other tax authority makes any claim, demand or assessment in any form based directly or indirectly, in whole or in part, on the allegation that any payment under this Agreement and/or any other payment by the Employer to or for the benefit of the Executive at any time constitutes a “parachute payment” under Section 280G of the Code or any similar or successor provision of federal or state law, Executive agrees that Employer, its successors and assigns shall have no obligation, whether for defense, indemnification, reimbursement or otherwise, with respect to such claim, demand or assessment. No benefit payments provided in this Paragraph 5.1 shall be made to the Executive, the Executive’s designated beneficiary, Surviving Spouse or the Executive’s estate if the Executive is entitled to benefits provided by any other Paragraph of this Agreement.” In all other respects, the Agreement shall remain in full force and effect as written.

Termination in a Sale of Business. In the event there is a Sale of Business, the Employer shall take all actions necessary to ensure that such corporation or transferee is bound by the provisions of this Agreement. In the event that the employment of the Executive is terminated (or “constructively terminated”) as a result of or with or within one (1) year following a Sale of Business, the Executive shall be one hundred percent (100%) vested in the Annual Benefit as described in subsection 1.2 of this Agreement, except that the 3% increase referred to in Section 1.2 shall continue only until the Sale of Business rather than until the first payment is made. In such event, the Executive shall receive the Annual Benefit as described in the preceding sentence, beginning at age 65, in equal installments in the manner specified in Section 3 of this Agreement. For purposes of this Agreement, “constructive termination” shall include: (i) any decrease in salary or benefits below those in effect for the Executive immediately prior to the Sale of Business, or (ii) any demotion to a position below that of an executive officer, or (iii) any relocation of the Executive more than 25 miles from his or her principal place of business immediately prior to the Sale of Business. Notwithstanding the prior paragraph, no payment shall be made to the Executive pursuant to this Agreement to the extent that such payment when aggregated with all other payments considered for purposes of calculating a parachute payment results in an excess parachute payment as defined under Section 280G of the Code. If the Internal Revenue Service or any other tax authority makes any claim, demand or assessment in any form based directly or indirectly, in whole or in part, on the allegation that any payment under this Agreement and/or any other payment by the Employer to or for the benefit of the Executive at any time constitutes a “parachute payment” under Section 280G of the Code or any similar or successor provision of federal or state law, Executive agrees that Employer, its successors and assigns shall have no obligation, whether for defense, indemnification, reimbursement or otherwise, with respect to such claim, demand or assessment. No benefit payments provided in this Paragraph 5.1 shall be made to the Executive, the Executive’s designated beneficiary, Surviving Spouse or the Executive’s estate if the Executive is entitled to benefits provided by any other Paragraph of this Agreement.” In all other respects, the Agreement shall remain in full force and effect as written.

Termination in a Sale of Business. In the event there is a Sale of Business, following which Executive is not retained in the Employer same or comparable position, the Executive shall take all actions necessary be entitled to ensure that such corporation or transferee is bound by be paid in cash in a lump sum on the provisions of this Agreement. In the event that the employment date of the Executive is terminated (or “constructively terminated”) as a result consummation of or with or within one (1) year following a the Sale of Business, the Executive shall be present value of the aggregate amount of- the Annual Benefit, with the Applicable Percentage being 100%, being paid for a period of fifteen (15) years in one hundred percent eighty (100%180) vested in the Annual Benefit as described in subsection 1.2 of this Agreement, except that the 3% increase referred to in Section 1.2 shall continue only until the Sale of Business rather than until monthly installments beginning on the first payment is made. In such event, day of the Executive shall receive month following the Annual Benefit as described in the preceding sentence, beginning at age 65, in equal installments in the manner specified in Section 3 consummation of this Agreement. For purposes of this Agreement, “constructive termination” shall include: (i) any decrease in salary or benefits below those in effect for the Executive immediately prior to the Sale of Business, (ii) any demotion to a position below that of an executive officer, or (iii) any relocation . The present value of the Executive more than 25 miles from his or her principal place amount shall be determined using the long term monthly Applicable Federal Rate at the time of business immediately prior to the consummation of the Sale of Business. Notwithstanding the prior paragraph, no payment shall be made to the Executive pursuant to this Agreement to the extent that such payment when aggregated with all other payments considered for purposes of calculating a parachute payment results in an excess parachute payment as defined under Section 280G 28OG of the Code. If the Internal Revenue Service or any other tax authority makes any claim, demand or assessment in any form based directly or indirectly, in whole or in part, on the allegation that any payment under this Agreement and/or any other payment by the Employer to or for the benefit of the Executive at any time constitutes a “"parachute payment” " under Section 280G 28OG of the Code or any similar or successor provision of federal or state law, Executive agrees that Employer, its successors and assigns shall have no obligation, whether for defense, indemnification, reimbursement or otherwise, with respect to such claim, demand or assessment. No benefit payments provided in this Paragraph 5.1 shall be made to the Executive, the Executive’s 's designated beneficiary, Surviving Spouse or the Executive’s 's estate if the Executive is entitled to benefits provided by any other Paragraph of this Agreement.” In all other respects, the Agreement shall remain in full force and effect as written.

Termination in a Sale of Business. In the event there is a Sale of Business, the Employer Executive shall take all actions necessary be entitled to ensure that such corporation or transferee is bound by be paid in cash in a lump sum on the provisions of this Agreement. In the event that the employment date of the Executive is terminated (or “constructively terminated”) as a result consummation of or with or within one (1) year following a the Sale of Business, the Executive shall be present value of the aggregate amount of the Annual Benefit, with the Applicable Percentage being 100%, being paid for a period of fifteen (15) years in one hundred percent eighty (100%180) vested in the Annual Benefit as described in subsection 1.2 of this Agreement, except that the 3% increase referred to in Section 1.2 shall continue only until the Sale of Business rather than until monthly installments beginning on the first payment is made. In such event, day of the Executive shall receive month following the Annual Benefit as described in the preceding sentence, beginning at age 65, in equal installments in the manner specified in Section 3 consummation of this Agreement. For purposes of this Agreement, “constructive termination” shall include: (i) any decrease in salary or benefits below those in effect for the Executive immediately prior to the Sale of Business, (ii) any demotion to a position below that of an executive officer, or (iii) any relocation . The present value of the Executive more than 25 miles from his or her principal place amount shall be determined using the long term monthly Applicable Federal Rate at the time of business immediately prior to the consummation of the Sale of Business. Notwithstanding the prior paragraph, no payment shall be made to the Executive pursuant to this Agreement to the extent that such payment when aggregated with all other payments considered for purposes of calculating a parachute payment results in an excess parachute payment as defined under Section 280G of the Code. If the Internal Revenue Service or any other tax authority makes any claim, demand or assessment in any form based directly or indirectly, in whole or in part, on the allegation that any payment under this Agreement and/or any other payment by the Employer to or for the benefit of the Executive at any time constitutes a “parachute payment” under Section 280G of the Code or any similar or successor provision of federal or state law, Executive agrees that Employer, its successors and assigns shall have no obligation, whether for defense, indemnification, reimbursement or otherwise, with respect to such claim, demand or assessment. No Notwithstanding anything to the contrary, no benefit payments provided in this Paragraph 5.1 7 shall be made to the Executive, the Executive’s designated beneficiary, Surviving Spouse or the Executive’s estate if the Executive is entitled to benefits provided by any other Paragraph of this Agreement.” In all other respects, the Agreement shall remain in full force and effect as written.

Termination in a Sale of Business. In the event there is a Sale of Business and the Executive does not have a written agreement in place for continued employment for a term of at least two years beginning from the time of the completion of the Sale of Business, in a position at least equivalent to Executive’s position and at least at the Employer same then base salary of Executive, then the Executive shall take all actions necessary be entitled to ensure that such corporation or transferee is bound by be paid in cash in a lump sum on the provisions of this Agreement. In the event that the employment date of the Executive is terminated (or “constructively terminated”) as a result consummation of or with or within one (1) year following a the Sale of Business, the Executive shall be one hundred percent (100%) vested in present value of the aggregate amount of the Annual Benefit Benefit, with the Applicable Percentage as described set forth in subsection 1.2 Schedule A and as determined by the applicable years of this Agreement, except that service of the 3% increase referred to in Section 1.2 shall continue only until Executive at the time of the consummation of the Sale of Business rather than until plus an additional three years of service, being paid for a period of fifteen (15) years in one hundred eighty (180) monthly installments beginning on the first payment is made. In such event, day of the Executive shall receive month following the Annual Benefit as described in the preceding sentence, beginning at age 65, in equal installments in the manner specified in Section 3 consummation of this Agreement. For purposes of this Agreement, “constructive termination” shall include: (i) any decrease in salary or benefits below those in effect for the Executive immediately prior to the Sale of Business, (ii) any demotion to a position below that of an executive officer, or (iii) any relocation . The present value of the Executive more than 25 miles from his or her principal place amount shall be determined using the long term monthly Applicable Federal Rate at the time of business immediately prior to the consummation of the Sale of Business. Notwithstanding the prior paragraph, no payment shall be made to the Executive pursuant to this Agreement to the extent that such payment when aggregated with all other payments considered for purposes of calculating a parachute payment results in an excess parachute payment as defined under Section 280G of the Code. If the Internal Revenue Service or any other tax authority makes any claim, demand or assessment in any form based directly or indirectly, in whole or in part, on the allegation that any payment under this Agreement and/or any other payment by the Employer to or for the benefit of the Executive at any time constitutes a “parachute payment” under Section 280G of the Code or any similar or successor provision of federal or state law, Executive agrees that Employer, its successors and assigns shall have no obligation, whether for defense, indemnification, reimbursement or otherwise, with respect to such claim, demand or assessment. No Notwithstanding anything to the contrary, no benefit payments provided in this Paragraph 5.1 shall be made to the Executive, the Executive’s designated beneficiary, Surviving Spouse or the Executive’s estate if the Executive is entitled to benefits provided by any other Paragraph of this Agreement.” In all other respects, the Agreement shall remain in full force and effect as written.

Termination in a Sale of Business. In the event there is a Sale of Business, following which Executive is not retained in the Employer same or comparable position, the Executive shall take all actions necessary be entitled to ensure that such corporation or transferee is bound by be paid in cash in a lump sum on the provisions of this Agreement. In the event that the employment date of the Executive is terminated (or “constructively terminated”) as a result consummation of or with or within one (1) year following a the Sale of Business, the Executive shall be one hundred percent (100%) vested in present value of the aggregate amount of'. the Annual Benefit as described if it were to be paid beginning at Executive's Retirement, with the Applicable Percentage being 100%, being paid for a period of fifteen (15) years in subsection 1.2 of this Agreement, except that the 3% increase referred to in Section 1.2 shall continue only until the Sale of Business rather than until one hundred eighty (180) monthly installments beginning on the first payment is made. In such event, day of the Executive shall receive month following the Annual Benefit as described in the preceding sentence, beginning at age 65, in equal installments in the manner specified in Section 3 consummation of this Agreement. For purposes of this Agreement, “constructive termination” shall include: (i) any decrease in salary or benefits below those in effect for the Executive immediately prior to the Sale of Business, (ii) any demotion to a position below that of an executive officer, or (iii) any relocation . The present value of the Executive more than 25 miles from his or her principal place amount shall be determined using the long term monthly Applicable Federal Rate at the time of business immediately prior to the consummation of the Sale of Business. Notwithstanding the prior paragraph, no payment shall be made to the Executive pursuant to this Agreement to the extent that such payment when aggregated with all other payments considered for purposes of calculating a parachute payment results in an excess parachute payment as defined under Section 280G 28OG of the Code. If the Internal Revenue Service or any other tax authority makes any claim, demand or assessment in any form based directly or indirectly, in whole or in part, on the allegation that any payment under this Agreement and/or any other payment by the Employer to or for the benefit of the Executive at any time constitutes a “"parachute payment” " under Section 280G 28OG of the Code or any similar or successor provision of federal or state law, Executive agrees that Employer, its successors and assigns shall have no obligation, whether for defense, indemnification, reimbursement or otherwise, with respect to such claim, demand or assessment. No benefit payments provided in this Paragraph 5.1 shall be made to the Executive, the Executive’s 's designated beneficiary, Surviving Spouse or the Executive’s 's estate if the Executive is entitled to benefits provided by any other Paragraph of this Agreement.” In all other respects, the Agreement shall remain in full force and effect as written.

Termination in a Sale of Business. In the event there is a Sale of Business, the Employer shall take all actions necessary to ensure that such corporation or transferee is bound by the provisions of this Agreement. In the event that the employment of the Executive is terminated (or “constructively terminated”) as a result of or with or within one (1) year following a Sale of Business, the Executive shall be one hundred percent (100%) vested entitled to be paid in a lump sum on the Annual Benefit as described in subsection 1.2 date of this Agreement, except that the 3% increase referred to in Section 1.2 shall continue only until the Sale consummation of Business rather than until the first payment is made. In such event, the Executive shall receive the Annual Benefit as described in the preceding sentence, beginning at age 65, in equal installments in the manner specified in Section 3 of this Agreement. For purposes of this Agreement, “constructive termination” shall include: (i) any decrease in salary or benefits below those in effect for the Executive immediately prior to the Sale of Business, (ii) any demotion an amount equal to a position below that of an executive officer, or (iii) any relocation of the $576,471. If Executive more than 25 miles from his or her principal place of business immediately prior is entitled to the Sale of Business. Notwithstanding the prior paragraph, no payment shall be made to the Executive benefits pursuant to this Agreement paragraph, Executive shall not be entitled to any other benefits in this Agreement. If the extent that such payment when aggregated benefit payments under this Agreement, either alone or together with all other payments considered for purposes of calculating a parachute payment results in to which the Executive is entitled to receive from Employer, would constitute an “excess parachute payment payment” as defined under in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), such benefit payments shall be reduced to the largest amount that will result in no portion of benefit payments under this Agreement being subject to the excise tax imposed by Section 4999 of the Code. The reduction in benefits payments shall be made by applying 50% of the reduction to the benefits payments to be received under this Agreement and 50% to the benefits to be received under the Amendment to the Executive’s Amended and Restated Severance Agreement of even date herewith. The determination of any reduction in the benefit payments pursuant to the foregoing provisions, shall be made by mutual agreement of Executive and Employer or if no agreement is possible, by a certified public accountant or other qualified expert concerning Section 280G, mutually agreeable to Executive and Employer. “If the Internal Revenue Service or any other tax authority makes any claim, demand or assessment in any form based directly or indirectly, in whole or in part, on the allegation that any payment under this Agreement and/or any other payment by the Employer to or for the benefit of the Executive at any time constitutes a “parachute payment” under Section 280G of the Code or any similar or successor provision of federal or state law, Executive agrees that Employer, its successors and assigns shall have no obligation, whether for defense, indemnification, reimbursement or otherwise, with respect to such claim, demand or assessment. No benefit payments provided in this Paragraph 5.1 shall be made to the Executive, the Executive’s designated beneficiary, Surviving Spouse or the Executive’s estate if the Executive is entitled to benefits provided by any other Paragraph of this Agreement.” In all other respects, the Agreement shall remain in full force and effect as written.”

Termination in a Sale of Business. In the event there is a Sale of Business and the Executive does not have a written agreement in place for continued employment for a term of at least two years beginning from the time of the completion of the Sale of Business, in a position at least equivalent to an executive vice president of Employer and at least at the Employer same then base salary of Executive, then the Executive shall take all actions necessary be entitled to ensure that such corporation or transferee is bound by be paid in cash in a lump sum on the provisions of this Agreement. In the event that the employment date of the Executive is terminated (or “constructively terminated”) as a result consummation of or with or within one (1) year following a the Sale of Business, the Executive shall be one hundred percent (100%) vested in present value of the aggregate amount of the Annual Benefit Benefit, with the Applicable Percentage as described set forth in subsection 1.2 Schedule A and as determined by the applicable years of this Agreement, except that service of the 3% increase referred to in Section 1.2 shall continue only until Executive at the time of the consummation of the Sale of Business rather than until plus an additional three years of service, being paid for a period of fifteen (15) years in one hundred eighty (180) monthly installments beginning on the first payment is made. In such event, day of the Executive shall receive month following the Annual Benefit as described in the preceding sentence, beginning at age 65, in equal installments in the manner specified in Section 3 consummation of this Agreement. For purposes of this Agreement, “constructive termination” shall include: (i) any decrease in salary or benefits below those in effect for the Executive immediately prior to the Sale of Business, (ii) any demotion to a position below that of an executive officer, or (iii) any relocation . The present value of the Executive more than 25 miles from his or her principal place amount shall be determined using the long term monthly Applicable Federal Rate at the time of business immediately prior to the consummation of the Sale of Business. Notwithstanding the prior paragraph, no payment shall be made to the Executive pursuant to this Agreement to the extent that such payment when aggregated with all other payments considered for purposes of calculating a parachute payment results in an excess parachute payment as defined under Section 280G of the Code. If the Internal Revenue Service or any other tax authority makes any claim, demand or assessment in any form based directly or indirectly, in whole or in part, on the allegation that any payment under this Agreement and/or any other payment by the Employer to or for the benefit of the Executive at any time constitutes a “parachute payment” under Section 280G of the Code or any similar or successor provision of federal or state law, Executive agrees that Employer, its successors and assigns shall have no obligation, whether for defense, indemnification, reimbursement or otherwise, with respect to such claim, demand or assessment. No Notwithstanding anything to the contrary, no benefit payments provided in this Paragraph 5.1 shall be made to the Executive, the Executive’s designated beneficiary, Surviving Spouse or the Executive’s estate if the Executive is entitled to benefits provided by any other Paragraph of this Agreement.” In all other respects, the Agreement shall remain in full force and effect as written.