Common use of Termination of Employment Prior to a Change in Control Clause in Contracts

Termination of Employment Prior to a Change in Control. 8.1 In the event of a termination by the Company without Good Cause or a termination by Executive for Good Reason during the Period of Employment and prior to a Change in Control, the provisions of this section 8 shall apply. Any provision of this Agreement to the contrary notwithstanding, the payments, benefits and other matters provided in this section 8 in the event of such a Termination are in addition to any such items provided by section 6. 8.2 In the event of a termination of employment pursuant to section 8.1 above, the Company shall, as liquidated damages, severance pay, and payment for services rendered in the past, pay to Executive an amount equal to the Average Annual Earnings of Executive during the remainder of the Period of Employment. Such amount shall be paid to Executive in a lump sum within 60 days after his date of termination of employment, but not earlier than the first date on which the Company may make such payment without causing an additional tax to be paid by Executive under Section 409A of the Internal Revenue Code and the regulations thereunder (“Section 409A”). During the remaining Period of Employment, Executive, his dependents and beneficiaries shall continue to be entitled to all benefits under employee benefit plans of the Company as if Executive were still employed and the period for which such payments are provided shall be continued service with the Company for the purpose of continued credits under the employee benefits plans and for purposes of determining payments and other rights in respect of awards made or accrued prior to termination under Executive incentive plans referred to in section 4.2; provided, however, if continued participation in any one or more of such plans is not possible under the terms thereof, the Company shall provide substantially identical benefits. In the event the Company contributions for coverage under the Welfare Plans would be treated as deferred compensation under Section 409A and contributions during the six (6) months following the date of Executive’s separation from service would cause Executive to be subject to an additional tax under Section 409A, Executive shall pay the entire cost of coverage during such six-month period and the Company shall reimburse Executive for the amount that the Company would have paid during such period on the first date that the Company may make such payment without causing an additional tax to be paid by Executive under Section 409A. 8.3 If prior to a Change in Control the employment of Executive with the Company is terminated by the Company for Good Cause or by Executive other than for Good Reason, Executive's Base Salary shall be paid through the date of his termination, and the Company shall have no further obligation to Executive or any other person under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited to, rights under the Retirement Plans, Defined Contribution Plans and the Welfare Plans. In the event that Executive's employment shall be terminated by the Company during the Period of Employment and such termination is alleged to be for Good Cause, or the Company shall withhold payments or provision of benefits because Executive is alleged to be engaged in Competition in breach of the provisions of section 12 below or for any other reason, Executive shall have the right, in addition to all other rights and remedies provided by law, at his election either to seek binding arbitration within the Racine, Wisconsin area or other mutually agreeable area under the rules of the American Arbitration Association, or to institute a judicial proceeding; all costs of such arbitration or judicial proceeding including all attorney fees, are to be borne by the Company if Executive prevails.

Termination of Employment Prior to a Change in Control. 8.1 In the event of a termination by the Company without Good Cause or a termination by Executive for Good Reason during the Period of Employment and prior to a Change in Control, the provisions of this section 8 shall apply. Any provision of this Agreement to the contrary notwithstanding, the payments, benefits and other matters provided in this section 8 in the event of such a Termination are in addition to any such items provided by section 6. 8.2 In the event of a termination of employment pursuant to section 8.1 above, the Company shall, as liquidated damages, severance pay, and payment for services rendered in the past, pay to Executive an amount equal to the Average Annual Earnings of Executive during the remainder of the Period of Employment. Such amount shall be paid to Executive in a lump sum within 60 days after his date of termination of employment, but not earlier than the first date on which the Company may make such payment without causing an additional tax to be paid by Executive under Section 409A of the Internal Revenue Code and the regulations thereunder (“Section 409A”). During the remaining Period of Employment, Executive, his dependents and beneficiaries shall continue to be entitled to all benefits under employee benefit plans of the Company as if Executive were still employed and the period for which such payments are provided shall be continued service with the Company for the purpose of continued credits under the employee benefits plans and for purposes of determining payments and other rights in respect of awards made or accrued prior to termination under Executive incentive plans referred to in section 4.2; provided, however, if continued participation in any one or more of such plans is not possible under the terms thereof, the Company shall provide substantially identical benefits. In the event the Company contributions for coverage under the Welfare Plans would be treated as deferred compensation under Section 409A and contributions during the six (6) months following the date of Executive’s separation from service would cause Executive to be subject to an additional tax under Section 409A, Executive shall pay the entire cost of coverage during such six-month period and the Company shall reimburse Executive for the amount that the Company would have paid during such period on the first date that the Company may make such payment without causing an additional tax to be paid by Executive under Section 409A. 8.3 If prior to a Change in Control the employment of Executive with the Company is terminated by the Company for Good Cause or by Executive other than for Good Reason, Executive's Base Salary shall be paid through the date of his termination, and the Company shall have no further obligation to Executive or any other person under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited to, rights under the Retirement Plans, Defined Contribution Plans and the Welfare Plans. In the event that Executive's employment shall be terminated by the Company during the Period of Employment and such termination is alleged to be for Good Cause, or the Company shall withhold payments or provision of benefits because Executive is alleged to be engaged in Competition in breach of the provisions of section 12 below or for any other reason, Executive shall have the right, in addition to all other rights and remedies provided by law, at his election either to seek binding arbitration within the Racine, Wisconsin area or other mutually agreeable area under the rules of the American Arbitration Association, or to institute a judicial proceeding; all costs of such arbitration or judicial proceeding including all attorney fees, are to be borne by the Company if Executive prevails.