Common use of Termination Pursuant to a Change of Control Clause in Contracts

Termination Pursuant to a Change of Control. If upon or at any time during the Term of Agreement there is a “Termination Event”, as defined below, that occurs within one (1) year following a “Change in Control”, as defined below, Executive shall be treated as if Executive had been terminated by the Company Without Good Cause pursuant to Section 3.2(b) and in addition to the severance benefits described therein shall be entitled to receive an additional Change in Control amount equal to fifty percent (50%) of the Executive’s current annual base salary. The Change in Control amount shall be paid at the same time and in the same manner as the Executive’s severance payments pursuant to Section 3.2(b)(ii). (i) A Termination Event shall mean the occurrence of any one or more of the following, but shall not include Executive’s termination due to death or disability: A. the termination or material breach of this Agreement by the Company; B. the failure by the Company to obtain the assumption of this Agreement by any successor to the Company or any assignee of all or substantially all of the Company’s assets; C. any material diminishment in the title, position, duties, responsibility or status that the Executive had with the Company immediately prior to the Change in Control; D. any reduction, limitation or failure to pay or provide any of the compensation provided to the Executive under Section 2.1 of this Agreement or any other agreement or understanding between the Executive and the Company, or pursuant to the Company’s policies and past practices, as of the date immediately prior to the Change in Control; or E. any requirement that the Executive relocate more than 30 miles from his place of employment as of the date immediately prior to the Change in Control. (ii) Change in Control shall mean any of the following, occurring during the term of the Executive’s employment or employment relationship with the Company: A. an acquisition by an individual, an entity or a group (excluding the Company, an employee benefit plan of the Company, or a corporation controlled Company’s shareholders) of fifty percent (50%) or more of the Company’s then-outstading common stock or voting securities; B. a change in composition of the Board occurring within a rolling twelve-month period, as a result of which fewer than a majority of the director are Incumbent Directors (“Incumbent Directors” shall mean directors who either (x) are member of the Board as of the Executive Date or (y) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but shall not include an individual not otherwise an Incumbent Director whose election or nomination is in connection with an actual or threatened proxy contest (relating to the election of directors to the Board));

Termination Pursuant to a Change of Control. If upon or at any time during the Term of Agreement there is a “Termination Event”, as defined below, that occurs within one (1) year following a “Change in Control”, as defined below, Executive shall be treated as if Executive had been terminated by the Company Without Good Cause pursuant to Section 3.2(b) and in addition to the severance benefits described therein shall be entitled to receive an additional Change in Control amount equal to fifty percent (50%) of the Executive’s current annual base salary. The Change in Control amount shall be paid at the same time and in the same manner as the Executive’s severance payments pursuant to Section 3.2(b)(ii). (i) A Termination Event shall mean the occurrence of any one or more of the following, but shall not include the Executive’s termination due to death or disability: A. the termination or material breach of this Agreement by the Company; B. the failure by the Company to obtain the assumption of this Agreement by any successor to the Company or any assignee of all or substantially all of the Company’s assets; C. any material diminishment in the title, position, duties, responsibility or status that the Executive had with the Company immediately prior to the Change in Control; D. any reduction, limitation or failure to pay or provide any of the compensation provided to the Executive under Section 2.1 of this Agreement or any other agreement or understanding between the Executive and the Company, or pursuant to the Company’s policies and past practices, as of the date immediately prior to the Change in Control; or E. any requirement that the Executive relocate more than 30 miles from his place of employment as of the date immediately prior to the Change in Control. (ii) Change in Control shall mean any of the following, occurring during the term of the Executive’s employment or employment relationship with the Company: A. an acquisition by an individual, an entity or a group (excluding the Company, an employee benefit plan of the Company, or a corporation controlled by the Company’s shareholders) of fifty percent (50%) or more of the Company’s then-outstading then- outstanding common stock or voting securities; B. a change in composition of the Board occurring within a rolling twelve-month period, as a result of which fewer than a majority of the director directors are Incumbent Directors (“Incumbent Directors” shall mean directors who either (x) are member members of the Board as of the Executive Date or (y) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but shall not include an individual not otherwise an Incumbent Director whose election or nomination is in connection with an actual or threatened proxy contest (relating to the election of directors to the Board));

Termination Pursuant to a Change of Control. If upon or at any time during the Term of Agreement there is a “Termination Event”, as defined below, that occurs within one (1) year following a “Change in Control”, as defined below, Executive shall be treated as if Executive had been terminated by the Company Without Good Cause pursuant to Section 3.2(b) and in addition to the severance benefits described therein shall be entitled to receive an additional Change in Control amount equal to fifty thirty percent (5030%) of the Executive’s current annual base salary. The Change in Control amount shall be paid at the same time and in the same manner as the Executive’s severance payments pursuant to Section 3.2(b)(ii). (i) A Termination Event shall mean the occurrence of any one or more of the following, following but shall not include the Executive’s termination due to death or disability: A. the termination or material breach of this Agreement by the Company; B. the failure by the Company to obtain the assumption of this Agreement by any successor to the Company or any assignee of all or substantially all of the Company’s assets; C. any material diminishment in the title, position, duties, responsibility or status that the Executive had with the Company immediately prior to the Change in Control; D. any reduction, limitation or failure to pay or provide any of the compensation provided to the Executive under Section 2.1 of this Agreement or any other agreement or understanding between the Executive and the Company, or pursuant to the Company’s policies and past practices, as of the date immediately prior to the Change in Control; or E. any requirement that the Executive relocate more than 30 miles from his place of employment as of the date immediately prior to the Change in Control. (ii) Change in Control shall mean any of the following, occurring during the term of the Executive’s employment or employment relationship with the Company: A. an acquisition by an individual, an entity or a group (excluding the Company, an employee benefit plan of the Company, or a corporation controlled by the Company’s shareholders) of fifty percent (50%) or more of the Company’s then-outstading then outstanding common stock or voting securities; B. a change in composition of the Board occurring within a rolling twelve-month period, as a result of which fewer than a majority of the director directors are Incumbent Directors (“Incumbent Directors” shall mean directors who either (x) are member members of the Board as of the Executive Date or (y) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but shall not include an individual not otherwise an Incumbent Director whose election or nomination is in connection with an actual or threatened proxy contest (relating to the election of directors to the Board));

Termination Pursuant to a Change of Control. If upon or at any time during the Term of Agreement there is a “Termination Event”, as defined below, that occurs within one (1) year following a “Change in Control”, as defined below, Executive shall be treated as if Executive had been terminated by the Company Without Good Cause pursuant to Section 3.2(b) and in addition to the severance benefits described therein shall be entitled to receive an additional Change in Control amount equal to fifty percent (50%) of the Executive’s current annual base salary. The Change in Control amount shall be paid at the same time and in the same manner as the Executive’s severance payments pursuant to Section 3.2(b)(ii). (i) A Termination Event shall mean the occurrence of any one or more of the following, but shall not include the Executive’s termination due to death or disability: A. the termination or material breach of this Agreement by the Company; B. the failure by the Company to obtain the assumption of this Agreement by any successor to the Company or any assignee of all or substantially all of the Company’s assets; C. any material diminishment in the title, position, duties, responsibility or status that the Executive had with the Company immediately prior to the Change in Control; D. any reduction, limitation or failure to pay or provide any of the compensation provided to the Executive under Section 2.1 of this Agreement or any other agreement or understanding between the Executive and the Company, or pursuant to the Company’s policies and past practices, as of the date immediately prior to the Change in Control; or E. any requirement that the Executive relocate more than 30 miles from his place of employment as of the date immediately prior to the Change in Control. (ii) Change in Control shall mean any of the following, occurring during the term of the Executive’s employment or employment relationship with the Company: A. an acquisition by an individual, an entity or a group (excluding the Company, an employee benefit plan of the Company, or a corporation controlled by the Company’s shareholders) of fifty percent (50%) or more of the Company’s then-outstading then outstanding common stock or voting securities; B. a change in composition of the Board occurring within a rolling twelve-month period, as a result of which fewer than a majority of the director directors are Incumbent Directors (“Incumbent Directors” shall mean directors who either (x) are member members of the Board as of the Executive Date or (y) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but shall not include an individual not otherwise an Incumbent Director whose election or nomination is in connection with an actual or threatened proxy contest (relating to the election of directors to the Board));

Termination Pursuant to a Change of Control. If upon or at any time during the Term of Agreement there is a “Termination Event”, as defined below, that occurs within one (1) year following a “Change in Control”, as defined below, Executive shall be treated as if Executive had been terminated by the Company Without Good Cause pursuant to Section 3.2(b) and in addition to the severance benefits described therein shall be entitled to receive an additional Change in Control amount equal to fifty percent (50%) of the Executive’s current annual base salary. The Change in Control amount shall be paid at the same time and in the same manner as the Executive’s severance payments pursuant to Section 3.2(b)(ii). (i) A Termination Event shall mean the occurrence of any one or more of the following, but shall not include the Executive’s termination due to death or disability: A. the termination or material breach of this Agreement by the Company; B. the failure by the Company to obtain the assumption of this Agreement by any successor to the Company or any assignee of all or substantially all of the Company’s assets; C. any material diminishment in the title, position, duties, responsibility or status that the Executive had with the Company immediately prior to the Change in Control; D. any reduction, limitation or failure to pay or provide any of the compensation provided to the Executive under Section 2.1 of this Agreement or any other agreement or understanding between the Executive and the Company, or pursuant to the Company’s policies and past practices, as of the date immediately prior to the Change in Control; or E. any requirement that the Executive relocate more than 30 miles from his place of employment as of the date immediately prior to the Change in Control. (ii) Change in Control shall mean any of the following, occurring during the term of the Executive’s employment or employment relationship with the Company: A. an acquisition by an individual, an entity or a group (excluding the Company, an employee benefit plan of the Company, or a corporation controlled by the Company’s shareholders) of fifty percent (50%) or more of the Company’s then-outstading then- outstanding common stock or voting securities; B. a change in composition of the Board occurring within a rolling roiling twelve-month period, as a result of which fewer than a majority of the director directors are Incumbent Directors (“Incumbent Directors” shall mean directors who either (x) are member members of the Board as of the Executive Date or (y) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but shall not include an individual not otherwise an Incumbent Director whose election or nomination is in connection with an actual or threatened proxy contest (relating to the election of directors to the Board));