Common use of Termination Upon Change Clause in Contracts

Termination Upon Change. In Control If within a two year period ---------------------------------- following any Change in Control there occurs: (a) any termination of the Executive (other than as set forth in Section 6.1 (Death), 6.2 (Disability), 6.3 (Due Cause) or 6.5 (Voluntary Termination) of this Agreement); (b) a material diminution of the Executive's responsibilities, as compared with the Executive's responsibilities immediately prior to the Change in Control; (c) any reduction in the sum of Executive's annual base salary and bonus under the Company's Bonus Plan as of the date immediately prior to the Change in Control; (d) any failure to provide the Executive with benefits at least as favorable as those enjoyed by similarly situated senior corporate officers at the Company under the Company's pension, life insurance, medical, health and accident, disability or other written employee plans under which the form and/or amounts of benefits are prescribed in applicable documents; (e) any relocation of the Executive's principal site of employment to a location more than 25 miles from the Executive's principal site of employment as of the date immediately prior to the Change in Control; (f) any material breach of this Agreement on the part of the Company; then, at the option of Executive, exercisable by the Executive within thirty (30) days after the occurrence of any of the foregoing events, the Executive may resign from employment with the Company (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the "Notice of Termination") to the Company, and shall be entitled to the severance pay and benefit continuation provisions of Section 6.4 in their entirety, provided, however, that the severance pay shall be the total ----------------- of eighteen months of the base pay then in effect and 150% of the targeted bonus for the calendar year preceding such Notice of Termination, payable, at Executive's option, either as salary continuation for 18 months, or in a lump sum, payable within 90 days of Executive's election.

Termination Upon Change. In Control If within a two year period ---------------------------------- following any Change in Control there occurs: (a) any termination of the Executive (other than as set forth in Section 6.1 (Death), 6.2 (Disability), 6.3 (Due Cause) or 6.5 (Voluntary Termination) of this Agreement); (b) a material diminution of the Executive's responsibilities, as compared with the Executive's responsibilities immediately prior to the Change in Control; (c) any reduction in the sum of Executive's annual base salary and bonus under the Company's Bonus Plan as of the date immediately prior to the Change in Control; (d) any failure to provide the Executive with benefits at least as favorable as those enjoyed by similarly situated senior corporate officers at the Company under the Company's pension, life insurance, medical, health and accident, disability or other written employee plans under which the form and/or amounts of benefits are prescribed in applicable documents; (e) any relocation of the Executive's principal site of employment to a location more than 25 miles from the Executive's principal site of employment as of the date immediately prior to the Change in Control; (f) any material breach of this Agreement on the part of the Company; then, at the option of Executive, exercisable by the Executive within thirty (30) days after the occurrence of any of the foregoing events, the Executive may resign from employment with the Company (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the "Notice of Termination") to the Company, and shall be entitled to the severance pay and benefit continuation provisions of Section 6.4 in their entirety, provided, however, that the severance pay shall be the total ----------------- of eighteen months of the base pay then in effect and 150% of the targeted bonus for the calendar year preceding such Notice of Termination, payable, at Executive's option, either as salary continuation for 18 12 months, or in a lump sum, payable within 90 days of Executive's election.

Termination Upon Change. In Control If within a two (2) year period ---------------------------------- following any Change in Control there occurs: (a) any termination of the Executive (other than as set forth in Section 6.1 (Death), 6.2 (Disability), 6.3 (Due Cause) or 6.5 (Voluntary Termination) of this Agreement); (b) a material diminution of the Executive's responsibilities, as compared with the Executive's responsibilities immediately prior to the Change in Control; (c) any reduction in the sum of the Executive's annual base salary and bonus under the Company's Bonus Plan this Agreement as of the date immediately prior to the Change in Control; (d) any failure to provide the Executive with benefits at least as favorable as those enjoyed by similarly situated senior corporate officers at the Company under the Company's pension, life insurance, medical, health and accident, disability or other written employee plans under which the form and/or amounts of benefits are prescribed in applicable documents; (e) any relocation of the Executive's principal site of employment to a location more than 25 miles from the Executive's principal site of employment as of the date immediately prior to the Change in Control; (f) any material breach of this Agreement on the part of the Company; then, at the option of the Executive, exercisable by the Executive within thirty (30) days after the occurrence of any of the foregoing events, the Executive may resign from employment with the Company (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the "Notice of Termination") to the Company. Following delivery of the Notice of Termination, and the Executive shall be entitled to the severance pay and benefit continuation provisions of Section 6.4 in their entirety, provided, however, that the severance pay shall be the total ----------------- of eighteen twelve (12) months of the base pay then in effect and 150% of the targeted any bonus for the calendar year preceding such Notice of Terminationactually earned prior to that time pursuant to Section 3.2, payable, at the Executive's option, either as salary continuation for 18 twelve (12) months, or in a lump sum, payable within 90 ninety (90) days of the Executive's election.