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

Termination in Connection with a Change in Control. If Executive’s employment is terminated by Company without Cause, other than for death or Disability, or Executive terminates for Good Reason, and in each case such termination occurs within two (2) years following a Change in Control, Company shall provide Executive with: (i) a lump sum amount in immediately available funds equal to two times the Executive’s annualized Base Salary, plus two times the Executive’s full maximum Annual Bonus for the year in which the Termination Date occurs; (ii) immediate vesting in, and the right to exercise, each outstanding stock option for the Severance Period following the Termination Date; (iii) immediate vesting and payment of restricted stock as of the Termination Date; (iv) the continuation for the Severance Period of the health, welfare, savings, retirement and other fringe benefits to which Executive is entitled as of the Date of Termination (or, if such benefits are not available, or cannot be provided due to applicable law, a lump sum amount equal to the after-tax economic equivalent thereof; provided that with respect to any benefit to be provided on an insured basis, such value shall be the present value of the premiums expected to be paid for such coverage, and with respect to other benefits, such value shall be the present value of the expected net cost to the Company of providing such benefits); and (v) the entitlements described in Section 5(C).

Termination in Connection with a Change in Control. If Executive’s employment is terminated by Company without Cause, other than for death or Disability, or Executive terminates for Good Reason, and in each case such termination occurs within two (2) years following a Change in Control, Company shall provide Executive with: (i) a lump sum amount in immediately available funds equal to two 2.99 times the Executive’s annualized Base Salary, plus two 2.99 times the Executive’s full maximum Maximum Annual Bonus for the year in which the Termination Date occurs; (ii) immediate vesting in, and the right to exercise, each outstanding stock option for the Severance Period following the Termination Date; (iii) immediate vesting and payment of restricted stock as of the Termination Date; (iv) the continuation for the Severance Period of the health, welfare, savings, retirement and other fringe benefits to which Executive is entitled as of the Date of Termination (or, if such benefits are not available, or cannot be provided due to applicable law, a lump sum amount equal to the after-tax economic equivalent thereof; provided that with respect to any benefit to be provided on an insured basis, such value shall be the present value of the premiums expected to be paid for such coverage, and with respect to other benefits, such value shall be the present value of the expected net cost to the Company of providing such benefits); and (v) the entitlements described in Section 5(C).