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

Termination Related to a Change in Control. If Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason, in either case within twenty-four (24) months after a Change in Control (as defined below) that occurs during the Employment Term, then: (a) Subject to Sections 6(c) and 7(c) and Employee’s execution and non-revocation of the Waiver and Release, Employee shall receive the following amounts and benefits, which shall be in lieu of the amounts set forth in Section 6 hereof: (i) the Accrued Rights, less permitted statutory deductions and withholdings; (ii) the amounts set forth in Section 5(c)(ii) through (iv); (iii) Severance Pay, payable within 60 days following Employee’s “separation from service,” in an amount equal to 2.99 times the greater of (A) the average of Employee’s total Base Salary and Annual Bonus (such Salary and Bonus to be annualized for any partial year) for the three years preceding the year of the Change in Control, or (B) Employee’s Base Salary and target Annual Bonus for the year in which the Change in Control occurs, subject to reduction in accordance with Section 7(c); provided, however, in the case of clause (A), if the Annual Bonus for the year prior to the Change in Control has not yet been determined as of the effective date of termination, then such Annual Bonus shall be calculated in accordance with clause (A) but shall include the most recent calendar year for which an Annual Bonus has been determined under this Agreement or the Prior Agreement; (iv) the COBRA Benefits; (v) a payment equal to the value of Employee’s obligations under Sections 8(d) and (e) of this Agreement, such payment to offset an equal amount of the Severance Pay; (vi) outplacement services paid for by the Company for twelve (12) months following termination of employment, not to exceed $30,000; and (vii) financial planning services paid for by the Company for twelve (12) months following termination of employment, not to exceed $30,000. (b) For purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than (x) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any affiliate, or (y) any corporation owned, directly or indirectly, by shareholders of the Company in substantially the same proportions as their ownership of the Company’s common stock, becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing (A) thirty percent (30%) or more of the total voting power represented by the Company’s then outstanding voting securities, or (B) fifty percent (50%) or more of the total value of the Company’s then outstanding voting securities; (ii) the sale or disposition by the Company of more than 40% of the Company’s assets; (iii) the Incumbent Directors (as defined below) cease to constitute a majority of the Board; or (iv) a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

Termination Related to a Change in Control. If i) In the event that one of the following occurs: (1) the Employee’s employment is involuntarily terminated by the Company without other than for (x) Cause (as defined in Section 5(d) and subject to the notice and cure provisions described therein), (y) death or by Employee for Good Reason(z) Disability (as defined in Section 5(d)), in either case within twenty-four (24) months 90 days prior to, on the date of or within one year after a Change in Control Control; or (2) the Employee terminates his or her employment for Good Reason (as defined below) that occurs during the Employment Term, then: (a) Subject to Sections 6(cin Section 5(d) and 7(csubject to the notice and cure provisions described therein) and Employee’s execution and non-revocation of the Waiver and Release, Employee shall receive the following amounts and benefits, which shall be in lieu of the amounts set forth in Section 6 hereof: (i) the Accrued Rights, less permitted statutory deductions and withholdings; (ii) the amounts set forth in Section 5(c)(ii) through (iv); (iii) Severance Pay, payable within 60 days following Employee’s “separation from service,” in an amount equal to 2.99 times the greater of (A) the average of Employee’s total Base Salary and Annual Bonus (one year after such Salary and Bonus to be annualized for any partial year) for the three years preceding the year of the Change in Control, or then, subject to the Employee delivering an executed release in the form attached hereto as Exhibit A or, at the Company’s election, such other form that the Company is then using for employees similarly situated to the Employee, the Company will provide the Employee the following: (A) a lump sum equivalent of 12 months of the Employee’s base salary as in effect on the Termination Date; and (B) Employeefull vesting of all stock options or other equity incentive awards that are outstanding and not vested as of the Termination Date; and (C) for 12 months following the Termination Date, the Employee also shall be entitled to continuation, at the Company’s Base Salary expense, of group medical, dental, long-term disability, accidental death and target Annual Bonus for disability, and life insurance benefits from the year Company to the extent permitted under such plans or as otherwise approved by the Board, as in which effect immediately prior to the Change in Control occurs, subject to reduction in accordance with Section 7(c)Termination Date; provided, however, that in the case event continuation of clause (A)such benefits is not permitted under such plans, if the Annual Bonus for Company shall pay to Employee the year prior cash equivalent of such benefits not permitted to be covered under such plans. ii) The continuation of benefits at the Change in Control has not yet been determined as of the effective date of termination, then such Annual Bonus Company’s expense pursuant to Section 5(c)(i)(C) shall be calculated in accordance concurrent with clause (A) but shall include the most recent calendar year for which an Annual Bonus has been determined under this Agreement or the Prior Agreement; (iv) the COBRA Benefits; (v) a payment equal to the value of Employee’s obligations under Sections 8(d) and (e) of this Agreement, such payment to offset an equal amount of the Severance Pay; (vi) outplacement services paid for by the Company for twelve (12) months following termination of employment, not to exceed $30,000; and (vii) financial planning services paid for by the Company for twelve (12) months following termination of employment, not to exceed $30,000. (b) For purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than (x) a trustee or other fiduciary holding securities under an employee benefit plan obligation of the Company to provide continuation of coverage under COBRA, and shall not replace or any affiliate, or (y) any corporation owned, directly or indirectly, by shareholders of extend the Company in substantially the same proportions as their ownership of the CompanyEmployee’s common stock, becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing (A) thirty percent (30%) or more of the total voting power represented by the Company’s then outstanding voting securities, or (B) fifty percent (50%) or more of the total value of the Company’s then outstanding voting securities; (ii) the sale or disposition by the Company of more than 40% of the Company’s assets; (iii) the Incumbent Directors (as defined below) cease right to constitute a majority of the Board; or (iv) a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidationcontinued coverage under COBRA.

Termination Related to a Change in Control. If Employee’s employment is terminated by the Company without Cause Cause, or by Employee for Good ReasonReason or upon the failure of the Company to renew the Employment Term, in either case within twenty-four (24) 24 months after a Change in Control (as defined below) that occurs during the Employment Term, then: (a) Subject to Sections 6(c) and 7(c) and Employee’s execution and non-revocation of the Waiver and ReleaseRelease attached hereto as Exhibit A, Employee shall receive the following amounts and benefits, which shall be in lieu of the amounts set forth in Section 6 hereof: (i) the Accrued Rights, less permitted statutory deductions and withholdings; (ii) the amounts set forth in Section Sections 5(c)(ii) through (iv); (iii) Severance Pay, payable within 60 days following Employee’s “separation from service,” in an amount equal to 2.99 times the greater of (A) the average of Employee’s total Base Salary and Annual Bonus (such Salary and Bonus to be annualized for any partial year) for the three years preceding the year of the Change in Control, or (B) Employee’s Base Salary and target Annual Bonus for the year in which the Change in Control occurs, subject to reduction in accordance with Section 7(c); provided, however, in the case of clause (A), if the Annual Bonus for the year prior to the Change in Control has not yet been determined as of the effective date of termination, then such Annual Bonus shall be calculated in accordance with clause (A) but shall include the most recent calendar year for which an Annual Bonus has been determined under this Agreement or the Prior Agreement; (iv) the COBRA Benefits; (v) a payment equal to the value of Employee’s obligations under Sections 8(d) and (e) of this Agreement, such payment to offset an equal amount of the Severance Pay; (vi) outplacement services paid for by the Company for twelve (12) months following termination of employment, not to exceed $30,000; and (vii) financial planning services paid for by the Company for twelve (12) months following termination of employment, not to exceed $30,000. (b) For purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than (x) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any affiliate, or (y) any corporation owned, directly or indirectly, by shareholders of the Company in substantially the same proportions as their ownership of the Company’s common stock, becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing (A) thirty percent (30%) or more of the total voting power represented by the Company’s then outstanding voting securities, or (B) fifty percent (50%) or more of the total value of the Company’s then outstanding voting securities; (ii) the sale or disposition by the Company of more than 40% of the Company’s assets; (iii) the Incumbent Directors (as defined below) cease to constitute a majority of the Board; or (iv) a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

Termination Related to a Change in Control. If Employee’s employment is terminated by the Company Trust without Cause Cause, or by Employee for Good Reason, or upon the failure of the Trust to renew the Employment Term, in either case within twenty-four (24) 24 months after a Change in Control (as defined below) that occurs during the Employment Term, then: (a) Subject to Sections 6(c) and 7(c) and the Trust shall pay Employee within thirty (30) days after the later of Employee’s termination or execution and non-revocation of the Waiver and ReleaseRelease under Exhibit B, Employee shall receive the following amounts and benefits, which shall be in lieu of the amounts set forth in Section 6 hereof: (i) the The Accrued Rights, less permitted statutory deductions and withholdings; (ii) the The amounts set forth in Section 5(c)(ii) through (ivv); (iii) Severance Pay, payable within 60 days following Employee’s “separation from service,” Pay in an amount equal to 2.99 1.5 times the greater of (A) the average of Employee’s total Base Salary and Annual Cash Bonus for the two years (such Salary and Bonus to be annualized for any partial year) for the three years preceding the year of the Change in Control, or (B) Employee’s Base Salary and target Annual Cash Bonus for the year in which the Change in Control occurs, subject to reduction in accordance with Section 7(c); , provided, however, in the case of clause (A), that if the Annual Bonus for the year prior to the Change in Control has not yet been determined as occurs in 2019, the Severance Pay amount shall be 50% of the effective date of termination, then such Annual Bonus shall be calculated in accordance with clause (A) but shall include the most recent calendar year for which an Annual Bonus has been amount otherwise determined under this Agreement or subparagraph (ii). For purposes of clarification, if termination of the Prior Agreement;Employee occurs before payment of the first Cash Bonus after the Effective Date then Cash Bonus will be equal to 2019 Target Cash Bonus (as defined on Exhibit A but annualized as the number in Exhibit A is for the partial period from Effective Date to December 31, 2019 only); and (iv) the The COBRA Benefits; (v) a payment equal to the value of Employee’s obligations under Sections 8(d) and (e) of this Agreement, such payment to offset an equal amount of the Severance Pay; (vi) outplacement services paid for by the Company for twelve (12) months following termination of employment, not to exceed $30,000; and (vii) financial planning services paid for by the Company for twelve (12) months following termination of employment, not to exceed $30,000. (b) For purposes of this Agreement, a “Change in Control” Control shall mean the occurrence of any of the following events: (i) any Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than (x) a trustee or other fiduciary holding securities under an employee benefit plan of the Company Trust or any affiliateAffiliate, or (y) any corporation owned, directly or indirectly, by shareholders of the Company Trust in substantially the same proportions as their ownership of the CompanyTrust’s common stock, becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company Trust representing (A) thirty percent (30%) % or more of the total voting power represented by the Company’s then outstanding voting securities, or (B) fifty percent (50%) or more of the total value of the CompanyTrust’s then outstanding voting securities; (ii) the The sale or disposition by the Company Trust of more than 40% all or substantially all of the CompanyTrust’s assets; (iii) The Trustees as of the Effective Date (the “Incumbent Trustees”) and any successor Trustee whose appointment as a Trustee is endorsed by the Incumbent Directors (as defined below) Trustees or any such duly-endorsed successor Trustee cease to constitute a majority of the BoardTrustees; or (iv) a A merger or consolidation of the Company Trust with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company Trust outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company Trust or such surviving entity or its parent outstanding immediately after such merger or consolidation. Notwithstanding anything in this Section 7(b) to the contrary, any conversion of the Trust to a corporate structure shall not be deemed a Change in Control if the equityholders of the Trust have the same proportionate ownership both before and after such conversion.

Termination Related to a Change in Control. If i) In the event that one of the following occurs: (1) the Employee’s employment is involuntarily terminated by the Company without other than for (x) Cause (as defined in Section 5(d) and subject to the notice and cure provisions described therein), (y) death or by Employee for Good Reason(z) Disability (as defined in Section 5(d)), in either case within twenty-four (24) months 90 days prior to, on the date of or within one year after a Change in Control Control; or (2) the Employee terminates his or her employment for Good Reason (as defined below) that occurs during the Employment Term, then: (a) Subject to Sections 6(cin Section 5(d) and 7(csubject to the notice and cure provisions described therein) and Employee’s execution and non-revocation of the Waiver and Release, Employee shall receive the following amounts and benefits, which shall be in lieu of the amounts set forth in Section 6 hereof: (i) the Accrued Rights, less permitted statutory deductions and withholdings; (ii) the amounts set forth in Section 5(c)(ii) through (iv); (iii) Severance Pay, payable within 60 days following Employee’s “separation from service,” in an amount equal to 2.99 times the greater of (A) the average of Employee’s total Base Salary and Annual Bonus (one year after such Salary and Bonus to be annualized for any partial year) for the three years preceding the year of the Change in Control, or then, subject to the Employee delivering an executed release in the form attached hereto as Exhibit A or, at the Company’s election, such other form that the Company is then using for employees similarly situated to the Employee, the Company will provide the Employee the following: (A) a lump sum equivalent of 18 months of the Employee’s base salary as in effect on the Termination Date; and (B) Employeefull vesting of all stock options or other equity incentive awards that are outstanding and not vested as of the Termination Date; and (C) for 18 months following the Termination Date, the Employee also shall be entitled to continuation, at the Company’s Base Salary expense, of group medical, dental, long-term disability, accidental death and target Annual Bonus for disability, and life insurance benefits from the year Company to the extent permitted under such plans or as otherwise approved by the Board, as in which effect immediately prior to the Change in Control occurs, subject to reduction in accordance with Section 7(c)Termination Date; provided, however, that in the case event continuation of clause (A)such benefits is not permitted under such plans, if the Annual Bonus for Company shall pay to Employee the year prior cash equivalent of such benefits not permitted to be covered under such plans. ii) The continuation of benefits at the Change in Control has not yet been determined as of the effective date of termination, then such Annual Bonus Company’s expense pursuant to Section 5(c)(i)(C) shall be calculated in accordance concurrent with clause (A) but shall include the most recent calendar year for which an Annual Bonus has been determined under this Agreement or the Prior Agreement; (iv) the COBRA Benefits; (v) a payment equal to the value of Employee’s obligations under Sections 8(d) and (e) of this Agreement, such payment to offset an equal amount of the Severance Pay; (vi) outplacement services paid for by the Company for twelve (12) months following termination of employment, not to exceed $30,000; and (vii) financial planning services paid for by the Company for twelve (12) months following termination of employment, not to exceed $30,000. (b) For purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than (x) a trustee or other fiduciary holding securities under an employee benefit plan obligation of the Company to provide continuation of coverage under COBRA, and shall not replace or any affiliate, or (y) any corporation owned, directly or indirectly, by shareholders of extend the Company in substantially the same proportions as their ownership of the CompanyEmployee’s common stock, becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing (A) thirty percent (30%) or more of the total voting power represented by the Company’s then outstanding voting securities, or (B) fifty percent (50%) or more of the total value of the Company’s then outstanding voting securities; (ii) the sale or disposition by the Company of more than 40% of the Company’s assets; (iii) the Incumbent Directors (as defined below) cease right to constitute a majority of the Board; or (iv) a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidationcontinued coverage under COBRA.