Common use of Termination in Conjunction with a Change of Control Clause in Contracts

Termination in Conjunction with a Change of Control. If (a) the Company terminates the employment of the Executive hereunder in conjunction with any Change of Control, pursuant to Section 4.5 hereof; (b) the Company or any successor entity thereto terminates the employment of the Executive without Cause within six (6) months of any Change of Control; or (c) the Executive terminates his employment for Good Reason within six (6) months of any Change of Control, the Company, or any successor entity thereto, shall have no further obligations hereunder after the Termination Date other than (i) the payment of one (1) year of the Annual Base Salary (as in effect during the year of such termination) payable in accordance with the Company’s customary payroll practices; (ii) the payment of the Annual Bonus due pursuant to Section 3.2 hereof for the calendar year in which such termination occurs, payable on the same date as such Annual Bonus would have been payable for such calendar year pursuant to Section 3.2 hereof had the Employment Term not been so terminated; provided, however, the Annual Bonus for the calendar year in which such termination occurs, shall be pro rated, based on the number of days the Executive was employed (less any Disability Period) over 365 days; and (iii) at no greater out-of-pocket expense to the Company than incurred prior to termination, the Company shall pay for twelve (12) months the premiums for Company-sponsored medical and health benefits (or the reimbursement of COBRA premiums) previously made available to the Executive, but only to the extent permitted by such policies or plans, or as otherwise required by law; however, if the Executive becomes eligible for coverage under any other medical and health policy after termination of employment, or is, or becomes covered by any other medical and health policy the Company’s obligation to pay the premiums due by the Executive for Company-sponsored medical and health benefits shall cease immediately. Notwithstanding the foregoing, in the event that the Executive, or any of his Affiliates (as defined below), participates in any Change of Control transaction as an equity participant and/or as a purchaser of securities or assets and, immediately after the consummation of the Change of Control transaction remains, or within six (6) months of such transaction, becomes actively involved in the operation of the Company, Parent or any successor entity thereto as an officer, director or employee, the provisions of this Section 5.6 shall terminate and be of no force or effect. An “Affiliate” shall mean an individual, a corporation, an association, a joint venture, a partnership, a limited liability company, an estate, a trust, an unincorporated organization and any other entity or organization, governmental or otherwise that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the Executive.

Termination in Conjunction with a Change of Control. If (a) the Company terminates the employment of the Executive hereunder in conjunction with any Change of Control, pursuant to Section 4.5 hereof; (b) the Company or any successor entity thereto terminates the employment of the Executive without Cause within six (6) months of any Change of Control; or (c) the Executive terminates his employment for Good Reason within six (6) months of any Change of Control, the Company, or any successor entity thereto, shall have no further obligations hereunder after the Termination Date other than (i) the payment of one (1) year of the Annual Base Salary (as in effect during the year of such termination) payable in accordance with the Company’s 's customary payroll practices; (ii) the payment of the Annual Bonus due pursuant to Section 3.2 hereof for the calendar year in which such termination occurs, payable on the same date as such Annual Bonus would have been payable for such calendar year pursuant to Section 3.2 hereof had the Employment Term not been so terminated; provided, however, the Annual Bonus for the calendar year in which such termination occurs, shall be pro rated, based on the number of days the Executive was employed (less any Disability Period) over 365 days; and (iii) at no greater out-of-pocket expense to the Company than incurred prior to termination, the Company shall pay for twelve (12) months the premiums for Company-sponsored medical and health benefits (or the reimbursement of COBRA premiums) previously made available to the Executive, but only to the extent permitted by such policies or plans, or as otherwise required by law; however, if the Executive becomes eligible for coverage under any other medical and health policy after termination of employment, or is, or becomes covered by any other medical and health policy the Company’s 's obligation to pay the premiums due by the Executive for Company-sponsored medical and health benefits shall cease immediately. Notwithstanding the foregoing, in the event that the Executive, or any of his Affiliates (as defined below), participates in any Change of Control transaction as an equity participant and/or as a purchaser of securities or assets and, immediately after the consummation of the Change of Control transaction remains, or within six (6) months of such transaction, becomes actively involved in the operation of the Company, Parent or any successor entity thereto as an officer, director or employee, the provisions of this Section 5.6 shall terminate and be of no force or effect. An “"Affiliate” " shall mean an individual, a corporation, an association, a joint venture, a partnership, a limited liability company, an estate, a trust, an unincorporated organization and any other entity or organization, governmental or otherwise that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the Executive.