Common use of Termination or Resignation Following a Change in Control Clause in Contracts

Termination or Resignation Following a Change in Control. If a -------------------------------------------------------- "Change in Control" (as hereinafter defined) of the Company occurs after the date hereof and after such Change in Control either (i) the Company terminates Employee without "Cause" (as hereinafter defined) on or before the two year anniversary of the date of the Change in Control or, (ii) Employee resigns with "Good Reason" (as hereinafter defined) on or before the two year anniversary of the date of the Change in Control, then as a severance benefit and in lieu of all other compensation or damages (except as set forth in section 4 hereof) the Company shall: a. Continue to pay Employee his current Base Salary as in effect on the date of such termination or resignation through the end of the month in which the applicable termination or resignation occurred and continuing for a period of twenty-four months, payable monthly in accordance with Employer's then payroll practice. b. Pay Employee to Employee's Target Bonus. Such amount shall be calculated based on the two full months prior to cessation of employment compared to the MBO Incentive Plan projected forward for a period of twenty-four months. Said amount shall be paid quarterly. c. Continue to provide Employee, at Company's expense, all medical, disability and life insurance benefits provided to him immediately prior to the date of such termination or resignation (or at the option of Employee, immediately prior to the date of the Change in Control) for a period of twenty-four months following the date of such termination or resignation, or, if any of such benefits cannot be provided to Employee for such twenty-four month period under the Company's policies as then in effect or under applicable law, then the Company shall pay Employee an amount equal to the monthly premiums paid on behalf of Employee for such benefits at the time of such termination or resignation for a period beginning on the date the Employee's participation in such benefits is prohibited and ending on the date that is twenty-four months following the date of such termination or resignation, payable in monthly installments within five days after the end of each month. d. Accelerate the vesting of all unvested stock options granted to Employee under the Company's stock option or other benefit plan; and, e. Reimburse Employee for third party out placement services actually incurred by Employee in an amount not to exceed $10,000 provided such expenses are accounted for by Employee in accordance with the policies and procedures of the Company. f. In the event of the imposition of an excise tax on Employee, Employer agrees to gross-up the above compensation to cover such tax liability.

Termination or Resignation Following a Change in Control. If a -------------------------------------------------------- "Change in Control" (as hereinafter defined) of the Company occurs after the date hereof hereof, and after such Change in Control either (i) the Company terminates Employee Executive without "Cause" (( as hereinafter defined) on or before the two year anniversary of the date of the Change in Control orControl, or (ii) Employee Executive resigns with "Good Reason" (as hereinafter defined) defined on or before the two year anniversary of the date of the Change in Control, then as a severance benefit and in lieu of all other compensation or damages (except as set forth in section 4 Section 3 hereof) the Company shall: a. Continue to pay Employee Executive his current Base Salary base salary and automobile allowance as in effect on the date of such termination or resignation through the end of the month in which the applicable termination or resignation occurred and continuing for a period of twenty-four fifteen months, payable either monthly installments within five days after the end of each month, or at the option of Executive (i) 50% in accordance with Employer's then payroll practicea lump sum within 45 days after the date of termination or resignation and (ii) 50% in fifteen equal monthly installments, commencing within fifteen days following termination or resignation and continuing thereafter on the same day of each month. b. Pay Employee Executive an amount equal to Employee's Target Bonus. Such amount shall be calculated based on 125% of the average of the two full months prior highest annual bonuses that were actually paid to cessation Executive by the Company (under all bonus plans available to Executive) during the three bonus years preceding the date of employment compared to termination or resignation, payable in a lump sum within 45 days after the MBO Incentive Plan projected forward for a period date of twenty-four months. Said amount shall be paid quarterly.termination or resignation; c. Continue to provide Employee, Executive at Company's expense, Company expense all medical, disability and life insurance benefits provided to him immediately prior to the date of such termination or resignation (or or, at the option of EmployeeExecutive, immediately prior to the date of the Change in Control) for a period of twenty-four fifteen months following the date of such termination or resignation, or, if any of such benefits cannot be provided to Employee Executive for such twenty-four fifteen month period under the Company's Companies policies as then in effect or under applicable law, then the Company shall pay Employee Executive an amount equal to the monthly premiums paid on behalf of Employee Executive for such benefits at the time of such termination or resignation for a period beginning on the date the EmployeeExecutive's participation in such benefits is prohibited and ending on the date that is twenty-four fifteen months following the date of such termination or resignation, payable in monthly installments within five days after the end of each month.; d. Accelerate the vesting of all unvested stock options granted to Employee Executive under the Company's stock options ,granted to Executive under the Company's stock option or other benefit plans so that all such stock options will vest and e. Extend the post-termination exercise period for all unexercised stock options granted to Executive under the Company's stock option and other benefit plans so that all such stock options will be exercisable for the longer of (A) the period ending fifteen months following the date of such termination or resignation, or (B) the post-termination exercise period provided in such plan; and, e. Reimburse Employee f. Reimbursement Executive for third party party, out placement services actually incurred by Employee Executive in an amount not to exceed $10,000 15,000, provided such expenses are accounted for by Employee in Executive m accordance with the policies and procedures of by the Company. f. In the event of the imposition of an excise tax on Employee, Employer agrees to gross-up the above compensation to cover such tax liability.

Termination or Resignation Following a Change in Control. If a -------------------------------------------------------- "Change in -------------------------------------------------------- Control" (as hereinafter defined) of the Company occurs after the date hereof and after such Change in Control either (i) the Company terminates Employee without "Cause" (as hereinafter defined) on or before the two year anniversary of the date of the Change in Control or, (ii) Employee resigns with "Good Reason" (as hereinafter defined) on or before the two year anniversary of the date of the Change in Control, then as a severance benefit and in lieu of all other compensation or damages (except as set forth in section 4 hereof) the Company shall: a. Continue to pay Employee his current Base Salary base salary as in effect on the date of such termination or resignation through the end of the month in which the applicable termination or resignation occurred and continuing for a period of twenty-four months, payable monthly in accordance with Employer's then payroll practice. b. Pay Employee to Employee's Target Bonus. Such amount shall be calculated based on the two full months prior to cessation of employment compared to the MBO Incentive Plan projected forward for a period of twenty-four months. Said amount shall be paid quarterly. c. Continue to provide Employee, at Company's expense, all medical, disability and life insurance benefits provided to him immediately prior to the date of such termination or resignation (or at the option of Employee, immediately prior to the date of the Change in Control) for a period of twenty-four months following the date of such termination or resignation, or, if any of such benefits cannot be provided to Employee for such twenty-four month period under the Company's policies as then in effect or under applicable law, then the Company shall pay Employee an amount equal to the monthly premiums paid on behalf of Employee for such benefits at the time of such termination or resignation for a period beginning on the date the Employee's participation in such benefits is prohibited and ending on the date that is twenty-four months following the date of such termination or resignation, payable in monthly installments within five days after the end of each month. d. Accelerate the vesting of all unvested stock options granted to Employee under the Company's stock option or other benefit plan; and, e. Reimburse Employee for third party out placement services actually incurred by Employee in an amount not to exceed $10,000 provided such expenses are accounted for by Employee in accordance with the policies and procedures of the Company. f. In the event of the imposition of an excise tax on Employee, Employer agrees to gross-up the above compensation to cover such tax liability.

Termination or Resignation Following a Change in Control. If a -------------------------------------------------------- "Change -------------------------------------------------------- in Control" (as hereinafter defined) of the Company occurs after the date hereof hereof, and after or in connection with such Change in Control either (i) the Company terminates Employee Executive without "Cause" (as hereinafter defined) on or before the two year anniversary of the date of the Change in Control orControl, or (ii) Employee Executive resigns with "Good Reason" (as hereinafter defined) on or before the two year anniversary of the date of the Change in Control, then as a severance benefit and in lieu of all other compensation or damages (except as set forth in section Section 4 hereof) the Company shall: a. Continue to pay Employee his Executive her current Base Salary base salary as in effect on the date of such termination or resignation through the end of the month in which the applicable termination or resignation occurred and continuing for a period of twenty-four eighteen (18) months, payable either in monthly installments within five days after the end of each month, or at the option of Executive (i) 50% in accordance with Employer's then payroll practice.a lump sum within 45 days after the date of termination or resignation and (ii) 50% in eighteen (18) equal monthly installments, commencing within fifteen days following termination or resignation and continuing thereafter on the same day of each month; b. Pay Employee Executive an amount equal to Employee's Target Bonus. Such amount shall be calculated based on 100% of her commission for the two full months prior to cessation quarter in which the separation of employment compared to the MBO Incentive Plan projected forward for a period of twenty-four months. Said amount shall be paid quarterly.takes place; c. Continue to provide EmployeeExecutive, at Company's Company expense, all medical, disability and life insurance benefits provided to him her immediately prior to the date of such termination or resignation (or or, at the option of EmployeeExecutive, immediately prior to the date of the Change in Control) for a period of twenty-four eighteen (18) months following the date of such termination or resignation, or, if any of such benefits cannot be provided to Employee Executive for such twenty-four eighteen (18) month period under the Company's policies as then in effect or under applicable law, then the Company shall pay Employee Executive an amount equal to the monthly premiums paid on behalf of Employee Executive for such benefits at the time of such termination or resignation for a period beginning on the date the EmployeeExecutive's participation in such benefits is prohibited and ending on the date that is twenty-four eighteen (18) months following the date of such termination or resignation, payable in monthly installments within five days after the end of each month.; and d. Accelerate the vesting of 50% of all unvested stock options granted to Employee Executive under the Company's stock option or other benefit plan; and, e. Reimburse Employee for third party out placement services actually incurred by Employee in an amount not to exceed $10,000 provided such expenses are accounted for by Employee in accordance with the policies and procedures of the Company. f. In the event of the imposition of an excise tax on Employee, Employer agrees to gross-up the above compensation to cover such tax liability.;

Termination or Resignation Following a Change in Control. If a -------------------------------------------------------- "Change in -------------------------------------------------------- Control" (as hereinafter defined) of the Company occurs after the date hereof hereof, and after such Change in Control either (i) the Company terminates Employee Executive without "Cause" (as hereinafter defined) on or before the two year anniversary of the date of the Change in Control orControl, or (ii) Employee Executive resigns with "Good Reason" (as hereinafter defined) on or before the two year anniversary of the date of the Change in Control, then as a severance benefit and in lieu of all other compensation or damages (except as set forth in section Section 4 hereof) the Company shall: a. Continue to pay Employee Executive his current Base Salary base salary as in effect on the date of such termination or resignation through the end of the month in which the applicable termination or resignation occurred and continuing for a period of twenty-four eighteen months, payable either in monthly installments within five days after the end of each month, or at the option of Executive (i) 50% in accordance with Employer's then payroll practice.a lump sum within 45 days after the date of termination or resignation and (ii) 50% in eighteen equal monthly installments, commencing within fifteen days following termination or resignation and continuing thereafter on the same day of each month; b. Pay Employee Executive an amount equal to Employee's Target Bonus. Such amount shall be calculated based on 100% of his MBO bonus for the two full months prior to cessation quarter in which the separation of employment compared to the MBO Incentive Plan projected forward for a period of twenty-four months. Said amount shall be paid quarterly.takes place; c. Continue to provide EmployeeExecutive, at Company's Company expense, all medical, disability and life insurance benefits provided to him immediately prior to the date of such termination or resignation (or or, at the option of EmployeeExecutive, immediately prior to the date of the Change in Control) for a period of twenty-four eighteen months following the date of such termination or resignation, or, if any of such benefits cannot be provided to Employee Executive for such twenty-four eighteen month period under the Company's policies as then in effect or under applicable law, then the Company shall pay Employee Executive an amount equal to the monthly premiums paid on behalf of Employee Executive for such benefits at the time of such termination or resignation for a period beginning on the date the EmployeeExecutive's participation in such benefits is prohibited and ending on the date that is twenty-four eighteen months following the date of such termination or resignation, payable in monthly installments within five days after the end of each month.; d. Accelerate the vesting of 50% of all unvested stock options granted to Employee Executive under the Company's stock option or other benefit plan; and, e. Reimburse Employee Executive for third party out placement services actually incurred by Employee Executive in an amount not to exceed $10,000 10,000.00, provided such expenses are accounted for by Employee Executive in accordance with the policies and procedures of by the Company. f. In the event of the imposition of an excise tax on Employee, Employer agrees to gross-up the above compensation to cover such tax liability.