Common use of Termination of Employment Not in Connection With a Change in Control Clause in Contracts

Termination of Employment Not in Connection With a Change in Control. 4.1 The Protected Officer shall be entitled to the following compensation and benefits if, during the term of this Agreement, Protected Officer's employment with the Company shall be terminated prior to a Change in Control or Protected Officer's employment with the Company shall be terminated at any time after the first anniversary of the occurrence of a Change in Control: (a) If Protected Officer's employment with the Company shall be terminated (i) by the Company for Cause or Disability, (ii) by reason of Protected Officer's death, (iii) due to Protected Officer's retirement pursuant to the Company's policies applying to executive officers generally, or (iv) by Protected Officer for any reason, the Company shall pay to Protected Officer the Accrued Compensation; (b) If Protected Officer's employment with the Company shall be terminated by the Company without Cause, Protected Officer shall be entitled to the following: (i) the Company shall pay Protected Officer all Accrued Compensation and a Pro-Rata Bonus; (ii) the Company shall pay Protected Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount in cash equal to two (2) times the sum of (A) the Base Amount and (B) the Bonus Amount; (iii) until the second (2nd) anniversary of the Termination Date, Protected Officer shall have such rights with respect to benefits provided by the Company, including without limitation life insurance, disability, medical, dental and hospitalization benefits and pension and retirement benefits as were provided to Protected Officer as of the Effective Date or, if greater, at any time within ninety (90) days preceding the Termination Date; provided that such benefits shall be offset or reduced by the amount of benefits provided to Protected Officer by any subsequent employer prior to the second anniversary of the Termination Date; and (iv) the restrictions on any outstanding incentive awards (including restricted stock and granted performance shares or units) granted to Protected Officer under the Company's stock option and other stock incentive plans or under any other incentive plan or arrangement shall lapse and such incentive award shall become 100% vested, all stock options and stock appreciation rights granted to Protected Officer shall become immediately exercisable and shall become 100% vested and all performance units granted to Protected Officer shall become 100% vested. (c) The amounts provided for in Sections 4.1(a) and 4.1(b)(i), and (ii) shall be paid in a single lump sum cash payment within thirty (30) days after the Termination Date (or earlier, if required by applicable law). (d) The Protected Officer shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and, except as set forth in Section 4.1(b)(iii), no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Protected Officer in any subsequent employment.

Termination of Employment Not in Connection With a Change in Control. 4.1 The Protected Officer shall be entitled to In the following compensation and benefits if, during the term of this Agreement, Protected Officer's event Executive’s employment with the Company shall be terminated prior to a Change in Control or Protected Officer's employment with the Company shall be terminated at any time after the first anniversary of the occurrence of a Change in Control: (a) If Protected Officer's employment with the Company shall be terminated (i) by the Company for Cause or Disability, (ii) by reason of Protected Officer's death, (iii) due to Protected Officer's retirement pursuant to the Company's policies applying to executive officers generally, or (iv) by Protected Officer for any reason, the Company shall pay to Protected Officer the Accrued Compensation; (b) If Protected Officer's employment with the Company shall be is terminated by the Company without Cause, Protected Officer shall be entitled to Cause (as defined below) or by Executive for Good Reason (as defined below) other than during the following: period commencing on (i) the Company shall pay Protected Officer all Accrued Compensation and a Pro-Rata Bonus; (ii) the Company shall pay Protected Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount in cash equal to two (2) times the sum earlier of (A) a public announcement by the Base Amount Company of a transaction which, when consummated, will constitute a Change in Control and (B) the execution of a definitive transaction agreement to which the Company is a party which, when consummated, will constitute a Change in Control and ending on (ii) the earlier of (X) any decision by the Company that it is no longer pursuing the transaction contemplated by clause (A) of this Section 5(a), (Y) the termination of the executed definitive transaction agreement that would have effected a Change of Control contemplated by clause (B) of this Section 5(a) and (Z) the 12-month anniversary of a Change in Control (as defined below), Executive shall be entitled to: (i) a severance payment in an amount equal to one times his Base Salary (if termination occurs before the IPO Effective Date, the Pre-IPO Base Salary, or after the IPO Effective Date, the Post-IPO Base Salary), paid over the 12-month period following the termination of his employment in accordance with the Company’s payroll practices, which payments shall commence 15 days following and shall be subject to Executive’s execution and delivery to the Company of the Company’s form of Release and Waiver of Claims Agreement as in effect on the Effective Date (the “Release”), provided that execution and delivery of the Release shall occur no later than 45 days following the date Executive’s employment terminates and such Release has not been revoked, (ii) the Annual Bonus Amount; Executive would have earned for the year in which Executive’s employment terminates based on the Company’s actual performance for such year and pro-rated to the date of termination, with such pro-rated amount to be calculated by multiplying the current year’s Annual Bonus by a fraction the numerator of which is the number of days inclusive between the start of the then current calendar year and the date of termination and a denominator equal to 365, such amount to be paid at the time the Company does or otherwise would pay annual cash bonuses to its senior executives, subject to the terms and conditions of the Corporate Incentive Plan and (iii) until acceleration of vesting and/or exercisability of fifty percent (50%) of any outstanding options issued pursuant to the second (2nd) anniversary of the Termination Date, Protected Officer shall have such rights with respect to benefits provided by the Company, including without limitation life insurance, disability, medical, dental Option and hospitalization benefits and pension and retirement benefits as were provided to Protected Officer unvested as of the Effective Date or, if greater, at any time within ninety (90) days preceding the Termination Date; provided that such benefits shall be offset or reduced by the amount date of benefits provided to Protected Officer by any subsequent employer prior to the second anniversary of the Termination Date; and (iv) the restrictions on any outstanding incentive awards (including restricted stock and granted performance shares or units) granted to Protected Officer under the Company's stock option and other stock incentive plans or under any other incentive plan or arrangement shall lapse and such incentive award shall become 100% vested, all stock options and stock appreciation rights granted to Protected Officer shall become immediately exercisable and shall become 100% vested and all performance units granted to Protected Officer shall become 100% vestedExecutive’s termination. (c) The amounts provided for in Sections 4.1(a) and 4.1(b)(i), and (ii) shall be paid in a single lump sum cash payment within thirty (30) days after the Termination Date (or earlier, if required by applicable law). (d) The Protected Officer shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and, except as set forth in Section 4.1(b)(iii), no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Protected Officer in any subsequent employment.

Termination of Employment Not in Connection With a Change in Control. 4.1 The Protected Officer shall be entitled to the following compensation and benefits if, during the term of this Agreement, Protected Officer's ’s employment with the Company shall be terminated prior to a Change in Control or Protected Officer's ’s employment with the Company shall be terminated at any time after the first anniversary of the occurrence of a Change in Control: (a) If Protected Officer's ’s employment with the Company shall be terminated (i) by the Company for Cause or Disability, (ii) by reason of Protected Officer's ’s death, (iii) due to Protected Officer's ’s retirement pursuant to the Company's ’s policies applying to executive officers generally, or (iv) by Protected Officer for any reason, the Company shall pay to Protected Officer the Accrued Compensation; (b) If Protected Officer's ’s employment with the Company shall be terminated by the Company without Cause, Protected Officer shall be entitled to the following: (i) the Company shall pay Protected Officer all Accrued Compensation and a Pro-Rata Bonus; (ii) the Company shall pay Protected Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount in cash equal to two (2) times the sum of (A) the Base Amount and (B) the Bonus Amount; (iii) until the second (2nd) anniversary of the Termination Date, Protected Officer shall have such rights with respect to benefits provided by the Company, including without limitation life insurance, disability, medical, dental and hospitalization benefits and pension and retirement benefits as were provided to Protected Officer as of the Effective Date or, if greater, at any time within ninety (90) days preceding the Termination Date; provided that such benefits shall be offset or reduced by the amount of benefits provided to Protected Officer by any subsequent employer prior to the second anniversary of the Termination Date; and (iv) the restrictions on any outstanding incentive awards (including restricted stock and granted performance shares or units) granted to Protected Officer under the Company's ’s stock option and other stock incentive plans or under any other incentive plan or arrangement shall lapse and such incentive award shall become 100% vested, all stock options and stock appreciation rights granted to Protected Officer shall become immediately exercisable and shall become 100% vested and all performance units granted to Protected Officer shall become 100% vested. (c) The amounts provided for in Sections 4.1(a) and 4.1(b)(i), and (ii) shall be paid in a single lump sum cash payment within thirty (30) days after the Termination Date (or earlier, if required by applicable law). (d) The Protected Officer shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and, except as set forth in Section 4.1(b)(iii), no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Protected Officer in any subsequent employment.