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

Termination Related to Change in Control. A "Change in Control" occurs if: (i) the Company merges or consolidates with another corporation and as a result less than 50% of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were the holders of the Company's voting securities immediately before the merger or consolidation; (ii) any person, entity, or group of persons or entities, other than through merger or consolidation, acquires a majority of the Company's outstanding stock or substantially all of the Company's assets; or (iii) a majority of the Company's Board of Directors is removed from office by a vote of the Company's shareholders over the recommendation of the Board. After announcement of a proposed Change in Control and for a period continuing for two years following a Change in Control, in the event Employer terminates Executive's employment without Cause or Executive terminates his employment for Good Reason, instead of receiving the Severance Benefit set forth in Section 8(b) above, Executive shall receive (i) 18 months of Base Salary, based on Executive's highest Base Salary in the two years preceding termination, (ii) an amount equal to Executive's highest bonus paid in the two years preceding termination, and (iii) continuing insurance benefits for the shorter of 18 months or the full COBRA period, (collectively the "Change in Control Benefit"). The cash Change in Control Benefit shall in installments over 18 months, starting the month following termination, in accordance with Employer's standard payroll procedures and subject to statutory payroll deductions. Receipt of the Change in Control Benefit is conditioned on Executive having executed the Separation Agreement in substantially the form attached hereto as Exhibit A and the revocation period having expired without Executive having revoked the Separation Agreement. Receipt and continued receipt of the Change in Control Benefit is further conditioned on Executive not being in violation of any material term of this Agreement or in violation of any material term of the Separation Agreement.

Termination Related to Change in Control. A "Change in Control" occurs if: : (i) the Company Employer merges or consolidates with another corporation and as a result less than 50% of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were the holders of the CompanyEmployer's voting securities immediately before the merger or consolidation; ; (ii) any person, entity, or group of persons or entities, other than through merger or consolidation, acquires a majority of the CompanyEmployer's outstanding stock or substantially all of the CompanyEmployer's assets; or or (iii) a majority of the CompanyEmployer's Board of Directors is removed from office by a vote of the CompanyEmployer's shareholders over the recommendation of the Board. After announcement of a proposed Change in Control and for a period continuing for two years one year following a Change in Control, in the event Employer terminates Executive's employment without Cause or Executive terminates his or her employment for Good Reason, instead of receiving the Severance Benefit set forth in Section 8(b) above, Executive shall receive (i) 18 12 months of Base Salarybase salary, based on Executive's highest Base Salary base salary in the two years preceding termination, (ii) an amount equal to Executive's highest bonus paid in the two years preceding termination, and (iii) continuing insurance benefits for the shorter of 18 12 months or the full COBRA period, (collectively the "Change in Control Benefit"). The cash Change in Control Benefit shall be paid in installments over 18 12 months, starting the month following termination, in accordance with Employer's standard payroll procedures and subject to statutory payroll deductions. Receipt of the Change in Control Benefit is conditioned on Executive having executed the Separation Agreement in substantially the form attached hereto as Exhibit A and the revocation period having expired without Executive having revoked the Separation Agreement. Receipt and continued receipt of the Change in Control Benefit is further conditioned on Executive not being in violation of any material term of this Agreement or in violation of any material term of the Separation Agreement.

Termination Related to Change in Control. A "Change in Control" occurs if: : (i) the Company merges or consolidates with another corporation and as a result less than 50% of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were the holders of the Company's voting securities immediately before the merger or consolidation; ; or (ii) any person, entity, or group of persons or entities, other than through merger or consolidation, acquires a majority of the Company's outstanding stock or substantially all of the Company's assets; or (iii) . Executive will be entitled to a majority of the Company's Board of Directors is removed from office by a vote of the Company's shareholders over the recommendation of the Board. After announcement of a proposed Change in Control and for a period continuing for two years following Benefit (defined below), in lieu of any other severance benefit provided herein, if there is a Change in of Control and (1) within one year following the effective date of such Change of Control, in the event Employer terminates Executive's employment without Cause or Executive terminates his Executive's employment for Good ReasonReason or (2) at any time during the period starting 180 days prior to the public announcement of the transaction that will result in a Change of Control and ending at the Change in Control, instead of receiving the Severance Employer terminates Executive's employment without Cause. The Change in Control Benefit set forth in Section 8(b) above, Executive shall receive (i) 18 equals 12 months of Base Salary, based on Executive's highest Base Salary in at termination or at the two years preceding termination, (ii) an amount equal to Executive's highest bonus paid in the two years preceding termination, and (iii) continuing insurance benefits for the shorter of 18 months or the full COBRA period, (collectively the "Change in Control Benefit")Control, whichever is greater. The cash Change in Control Benefit shall will be paid in installments over 18 monthsthe number of months of the continued Base Salary (the "Severance Benefit Period"), starting the month following termination, in accordance with Employer's standard payroll procedures and subject to statutory payroll deductions. Receipt of the Change in Control Benefit is conditioned on Executive having executed the Separation Agreement in substantially the form attached hereto as Exhibit A and the revocation period having expired without Executive having revoked the Separation Agreement. Receipt and continued receipt of the Change in Control Benefit is further conditioned on Executive not being in violation of any material term of this Agreement or in violation of any material term of the Separation Agreement.

Termination Related to Change in Control. A "“Change in Control" ” occurs if: (i) the Company merges or consolidates with another corporation and as a result less than 50% of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were the holders of the Company's ’s voting securities immediately before the merger or consolidation; (ii) any person, entity, or group of persons or entities, other than through merger or consolidation, acquires a majority of the Company's ’s outstanding stock or substantially all of the Company's ’s assets; or (iii) a majority of the Company's ’s Board of Directors is removed from office by a vote of the Company's ’s shareholders over the recommendation of the Board. After announcement of a proposed Change in Control and for a period continuing for two years following a Change in Control, in the event Employer terminates Executive's ’s employment without Cause or Executive provides notice of the existence of a Good Reason, as defined in Section 7.2, within such two-year period (and ultimately terminates his employment for such Good ReasonReason whether within such two-year period or subsequently following the notice and cure period set forth in Section 7.1), instead of receiving the Severance Benefit set forth in Section 8(b) above, Executive shall receive (i) 18 24 months of Base Salary, based on Executive's ’s highest Base Salary in the two years preceding termination, (ii) an amount equal to two times the Executive's ’s highest annual bonus paid in the two years preceding termination, and (iii) continuing insurance benefits for the shorter Executive and dependents substantially similar to benefits received immediately prior to the Change in Control and with the same contribution rate towards the premium applicable at the Date of 18 Termination or at the date of Change in Control, if greater, for 24 months or the full COBRA period, (collectively the "“Change in Control Benefit"”). The cash If the Employer benefit plans do not permit continued participation by the Executive following termination of employment, Employer shall include in the lump sum payment of the Change in Control Benefit shall an amount equal to the premiums (estimated in installments over 18 months, starting the month following termination, in accordance with good faith by Employer's standard payroll procedures and subject to statutory payroll deductions) that Employer would have paid under such benefit plans for Executive’s continued participation for a 2-year period. Receipt of the Change in Control Benefit is conditioned on Executive having executed the Separation Agreement in substantially the form attached hereto as Exhibit A and the revocation period having expired without Executive having revoked the Separation Agreement. The cash Change in Control Benefit shall be paid in a lump sum upon Employer’s receipt of the Executive’s Separation Agreement and the revocation period having expired without Executive having revoked the Separation Agreement. Receipt and continued receipt of the Change in Control Benefit is further conditioned on Executive not being in violation of any material term of this Agreement or in violation of any material term of the Separation Agreement. d. Section 8(h) is added to the Employment Agreement as follows: