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

Termination of Employment in Connection with a Change in Control. If, during the Term, the Executive's employment with the Company shall be terminated within twenty-four (24) months following a Change in Control, the Executive shall be entitled to the following compensation and benefits: (a) If the Executive's employment with the Company shall be terminated (1) by the Company for Cause or Disability, (2) by reason of the Executive's death, or (3) by the Executive other than for Good Reason, the Company shall pay to the Executive his or her Accrued Compensation. In addition to the foregoing, if the Executive's employment is terminated by the Company for Disability or by reason of the Executive's death, the Company shall pay to the Executive or his or her beneficiaries a Pro Rata Bonus. The Executive's entitlement to any other compensation or benefits shall be determined in accordance with the Company's employee benefits plans, the Retirement Agreement, and other applicable programs and practices then in effect. (b) If the Executive's employment with the Company shall be terminated for any reason other than as specified in Section 2(a), the Executive shall be entitled to the following: (1) the Company shall pay the Executive all Accrued Compensation and a Pro Rata Bonus (such Pro Rata Bonus to be in place of the bonus that would otherwise be paid under the Retirement Agreement); (2) the Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount determined by multiplying two times the sum of (i) the Executive's Base Amount and (ii) the Executive's Bonus Amount; (3) the insurance coverage set forth in paragraph 3 of the Retirement Agreement; and (4) the stock option vesting acceleration set forth in paragraph 2 of the Retirement Agreement. (c) If (X) the Executive's employment is terminated by the Company without Cause, or (Y) the Executive terminates employment for Good Reason, (1) within six (6) months prior to a Change in Control, or (2) prior to the date of a Change in Control but the Executive reasonably demonstrates that such (X) termination or (Y) event or condition (A) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control (a "Third Party") and who effectuates a Change in Control or (B) otherwise arose in connection with, or in anticipation of a Change in Control which has been threatened or proposed and which actually occurs, such termination shall be deemed to have occurred after a Change in Control, provided a Change in Control shall actually have occurred.

Termination of Employment in Connection with a Change in Control. If, during the Term, the Executive's employment with the Company shall be terminated within twenty-four (24) months following a Change in Control, the Executive shall be entitled to the following compensation and benefits: (a) If the Executive's employment with the Company shall be terminated (1) by the Company for Cause or Disability, (2) by reason of the Executive's death, or (3) by the Executive other than for Good Reason, the Company shall pay to the Executive his or her Accrued Compensation. In addition to the foregoing, if the Executive's employment is terminated by the Company for Disability or by reason of the Executive's death, the Company shall pay to the Executive or his or her beneficiaries a Pro Rata Bonus. The Executive's entitlement to any other compensation or benefits shall be determined in accordance with the Company's employee benefits plans, the Retirement Agreement, plans and other applicable programs and practices then in effect. (b) If the Executive's employment with the Company shall be terminated for any reason other than as specified in Section 2(a), the Executive shall be entitled to the following: (1) the Company shall pay the Executive all Accrued Compensation and a Pro Rata Bonus (such Pro Rata Bonus to be in place of the bonus that would otherwise be paid under the Retirement Agreement)Bonus; (2) the Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount determined by multiplying two times the sum of (i) the Executive's Base Amount and (ii) the Executive's Bonus Amount;; and (3) after the Termination Date and until the earlier of: the death of the Executive or the date upon which the Executive becomes eligible for Medicare coverage (irrespective of whether the Executive actually obtains such coverage), the Company shall continue to provide to the Executive medical and dental coverage as provided to the Executive on the Termination Date. The medical and dental coverage may be modified by the Company at any time subsequent to the Termination Date as long as such modifications are pursuant to, and to the same extent as, any modifications to the Company's medical and dental insurance coverage set forth provided to the Executive Officers in paragraph 3 office on the date of the Retirement Agreement; and (4) the stock option vesting acceleration set forth such modifications and such modifications do not result in paragraph 2 a substantial reduction of the Retirement Agreementmedical and dental benefits. (c) If (Xx) the Executive's employment is terminated by the Company without Cause, or (Yy) the Executive terminates employment for Good Reason, Reason (1) within six (6) months prior to a Change in Control, or (2) prior to the date of a Change in Control but the Executive reasonably demonstrates that such (Xx) termination or (Yy) event or condition (A) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control (a "Third Party") and who effectuates a Change in Control or (B) otherwise arose in connection with, or in anticipation of a Change in Control which has been threatened or proposed and which actually occurs, such termination shall be deemed to have occurred after a Change in Control, provided a Change in Control shall actually have occurred.

Termination of Employment in Connection with a Change in Control. If, during the Term, the Executive's employment with the Company shall be terminated within twenty-four (24) months following a Change in Control, the Executive shall be entitled to the following compensation and benefits: (a) If the Executive's employment with the Company shall be terminated (1) by the Company for Cause or Disability, (2) by reason of the Executive's death, or (3) by the Executive other than for Good Reason, the Company shall pay to the Executive his or her Accrued Compensation. In addition to the foregoing, if the Executive's employment is terminated by the Company for Disability or by reason of the Executive's death, the Company shall pay to the Executive or his or her beneficiaries a Pro Rata Bonus. The Executive's entitlement to any other compensation or benefits shall be determined in accordance with the Company's employee benefits plans, the Retirement Agreement, plans and other applicable programs and practices then in effect. (b) If the Executive's employment with the Company shall be terminated for any reason other than as specified in Section 2(a), the Executive shall be entitled to the following: (1) the Company shall pay the Executive all Accrued Compensation and a Pro Rata Bonus (such Pro Rata Bonus to be in place of the bonus that would otherwise be paid under the Retirement Agreement)Bonus; (2) the Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount determined by multiplying two times the sum of (i) the Executive's Base Amount and (ii) the Executive's Bonus Amount;; and (3) after the Termination Date and until the earlier of: the death of the Executive or the date upon which the Executive becomes eligible for Medicare coverage (irrespective of whether the Executive actually obtains such coverage), the Company shall continue to provide to the Executive medical and dental coverage as provided to the Executive on the Termination Date. The medical and dental coverage may be modified by the Company at any time subsequent to the Termination Date as long as such modifications are pursuant to, and to the same extent as, any modifications to the Company's medical and dental insurance coverage set forth provided to the Executive Officers in paragraph 3 office on the date of the Retirement Agreement; and (4) the stock option vesting acceleration set forth such modifications and such modifications do not result in paragraph 2 a substantial reduction of the Retirement Agreementmedical and dental benefits. (c) If (Xx) the Executive's employment is terminated by the Company without Cause, or (Yy) the Executive terminates employment for Good Reason, Reason (1) within six (6) months prior to a Change in Control, or (2) prior to the date of a Change in Control but the Executive reasonably demonstrates that such (Xx) termination or (Y) event or condition (A) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control (a "Third Party") and who effectuates a Change in Control or (B) otherwise arose in connection with, or in anticipation of a Change in Control which has been threatened or proposed and which actually occurs, such termination shall be deemed to have occurred after a Change in Control, provided a Change in Control shall actually have occurred.y)

Termination of Employment in Connection with a Change in Control. If, during the Term, the Executive's employment with the Company shall be terminated within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to the following compensation and benefits: (a) If the Executive's employment with the Company shall be terminated (1) by the Company for Cause or Disability, (2) by reason of the Executive's death, or (3) by the Executive other than for Good Reason, the Company shall pay to the Executive his or her Accrued Compensation. In addition to the foregoing, if the Executive's employment is terminated by the Company for Disability or by reason of the Executive's death, the Company shall pay to the Executive or his or her beneficiaries a Pro Rata Bonus. The Executive's entitlement to any other compensation or benefits shall be determined in accordance with the Company's employee benefits plans, the Retirement Agreement, plans and other applicable programs and practices then in effect. (b) If the Executive's employment with the Company shall be terminated for any reason other than as specified in Section 2(a), the Executive shall be entitled to the following: (1) the Company shall pay the Executive all Accrued Compensation and a Pro Rata Bonus (such Pro Rata Bonus to be in place of the bonus that would otherwise be paid under the Retirement Agreement);Bonus; and (2) the Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount determined by multiplying two times equal to the sum of (i) the Executive's Base Amount and (ii) the Executive's Bonus Amount; (3) the insurance coverage set forth in paragraph 3 of the Retirement Agreement; and (4) the stock option vesting acceleration set forth in paragraph 2 of the Retirement Agreement. (c) If (X) the Executive's employment is terminated by the Company without Cause, or (Y) the Executive terminates employment for Good Reason, Reason (1) within six (6) months prior to a Change in Control, or (2) prior to the date of a Change in Control but the Executive reasonably demonstrates that such (X) termination or (Y) event or condition (A) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control (a "Third PartyTHIRD PARTY") and who effectuates a Change in Control or (B) otherwise arose in connection with, or in anticipation of a Change in Control which has been threatened or proposed and which actually occurs, such termination shall be deemed to have occurred after a Change in Control, provided a Change in Control shall actually have occurred.