Common use of Termination Without Cause and Termination With Good Reason Following a Change in Control Clause in Contracts

Termination Without Cause and Termination With Good Reason Following a Change in Control. In the event Executive’s employment with the Company is terminated by the Company without Cause (which termination shall be effective as of the date specified by the Company in a written notice to Executive), other than due to death or Disability, or in the event there is a termination with Good Reason (as defined above), in either case within one year following a Change in Control (as defined above), Executive shall be entitled to and his sole remedies under this Agreement shall be: (i) Base Salary through the date of termination of Executive’s employment, which shall be paid in a single lump sum not later than 15 days following Executive’s termination of employment; (ii) an amount equal to 2 times the sum of (A) the Base Salary, at the annualized rate in effect on the date of termination of Executive’s employment (or in the event a reduction in Base Salary is a basis for a termination with Good Reason, then the Base Salary in effect immediately prior to such reduction), and (B) the greater of (x) the Target Bonus for the year of termination or (y) the actual prior year bonus, which amount shall be payable in lump sum within 15 days of termination of employment, unless otherwise required to be paid in accordance with Section 8(j), (iii) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following Executive’s termination of employment; (iv) continued participation in the medical plan at the same benefit level at which he was participating on the date of the termination of his employment during the applicable time period allowed for continuation of coverage under COBRA (the “COBRA Period”) until the earlier of the expiration of the Severance Period or the date on which Executive receives substantially comparable coverage and benefits under the medical plan of a subsequent employer (the “Continued Participation Period”); provided, however, if the COBRA period terminates prior to the expiration of the Continued Participation Period, during the remainder of the Continued Participation Period Executive will not be entitled to continued participation in the medical plan and the Company will pay directly to Executive, on a monthly basis, an amount equal to the amount previously expended monthly by the Company for his continued participation in the medical plan; (v) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company, and; (vi) all awards made to the Executive prior to the date of this Agreement shall vest and Executive shall be entitled to the benefit of all such awards immediately upon a Change of Control.

Termination Without Cause and Termination With Good Reason Following a Change in Control. In the event If either (a) Executive’s employment with the Company is terminated by the Company without Cause (which termination shall be effective as of the date specified by the Company in a written notice to Executive), other than due to death or Disability, or in the event there is a termination with Good Reason (as defined above), in either case within one year following a Change in Control (as defined above), or (b) Executive voluntarily terminates his employment on his own initiative on or after 275 days (but no later than 305 days) following a Change in Control, in either case of (a) or (b), Executive shall be entitled to and his sole remedies under this Agreement shall be: (i) payment to the Executive of Base Salary earned through the date of termination of Executive’s employmentTermination Date, which shall be paid in a single lump sum not later than 15 days following Executiveaccordance with the Company’s termination of employmentcustomary payroll practices; (ii) an amount equal to 2 one (1) times the sum of (A) the Base Salary, at the annualized rate in effect on the date of termination of Executive’s employment Termination Date (or in the event a reduction in Base Salary is a basis for a termination with for Good Reason, then the Base Salary in effect immediately prior to such reduction), and (B) the greater of (x) the Target Bonus for the year of termination or (y) the actual prior year bonus, which amount shall be payable in lump sum within 15 days of termination of employment, unless otherwise required to be paid in accordance with the provisions of Section 8(j),4.4.7 of this Agreement; (iii) the balance payment of any incentive awards earned as of December 31 of Bonus accrued during the prior calendar year (but not yet paid)in which the termination occurs, which shall be with the Bonus being paid in a single lump sum not later than 15 days following Executiveon the Company’s termination of employment;customary date for bonus payments; and (iv) continued participation in the medical plan at the same benefit level at which he was participating on the date of the termination of his employment during the applicable time period allowed for continuation of coverage under COBRA (the “COBRA Period”) until the earlier of the expiration of the Severance Period or the date on which Executive receives substantially comparable coverage and benefits under the medical plan of a subsequent employer (the “Continued Participation Period”); provided, however, if the COBRA period terminates prior to the expiration of the Continued Participation Period, during the remainder of the Continued Participation Period Executive will not be entitled to continued participation in the medical plan and the Company will pay directly to Executive, on a monthly basis, an amount equal to the amount previously expended monthly by the Company for his continued participation in the medical plan; (v) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company. In the event that the Executive voluntarily terminates his employment under (b) of this Section and then subsequently becomes actively involved in the Company or its successor entity within twelve (12) months of the date of the voluntary termination, and; the obligation of the Company to continue to pay the Base Salary shall immediately cease and the Executive shall be obligated to pay to the stockholders/owners of the Company immediately prior to the Change of Control (vi) all awards made the “Stockholders”), an amount equal to the aggregate amount paid to the Executive prior to the date of this Agreement shall vest under Sections 4.4.5 (ii) and Executive shall be entitled to the benefit of all such awards immediately upon a Change of Control(iii) above.

Termination Without Cause and Termination With Good Reason Following a Change in Control. In the event If either (x) Executive’s employment with the Company is terminated by the Company without Cause (which termination shall be effective as of the date specified by the Company in a written notice to Executive), other than due to death or Disability, or in the event there is a termination with Good Reason (as defined above), in either case within one year following a Change in Control (as defined above), or (y) Executive voluntarily terminates his employment on his own initiative on or after 275 days (but no later than 305 days) following a Change of Control, in either case of (x) or (y), Executive shall be entitled to and his sole remedies under this Agreement shall be: (i) Base Salary through the date of termination of Executive’s employment, which shall be paid in a single lump sum not later than 15 days following Executive’s termination of employment; (ii) an amount equal to 2 3 times the sum of (A) the Base Salary, at the annualized rate in effect on the date of termination of Executive’s employment (or in the event a reduction in Base Salary is a basis for a termination with Good Reason, then the Base Salary in effect immediately prior to such reduction), and (B) the greater of (x) the Target Bonus for the year of termination or (y) the actual prior year bonus, which amount shall be payable in lump sum within 15 days of termination of employment, unless otherwise required to be paid in accordance with Section 8(j), (iii) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following Executive’s termination of employment; (iv) continued participation in the medical plan at the same benefit level at which he was participating on the date of the termination of his employment during the applicable time period allowed for continuation of coverage under COBRA (the “COBRA Period”) until the earlier of the expiration of the Severance Period or the date on which Executive receives substantially comparable coverage and benefits under the medical plan of a subsequent employer (the “Continued Participation Period”); provided, however, if the COBRA period terminates prior to the expiration of the Continued Participation Period, during the remainder of the Continued Participation Period Executive will not be entitled to continued participation in the medical plan and the Company will pay directly to Executive, on a monthly basis, an amount equal to the amount previously expended monthly by the Company for his continued participation in the medical plan; (v) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company, and; (vi) all awards made to the Executive prior to the date of this Agreement shall vest and Executive shall be entitled to the benefit of all such awards immediately upon a Change of Control.

Termination Without Cause and Termination With Good Reason Following a Change in Control. In the event If either (a) Executive’s employment with the Company is terminated by the Company without Cause (which termination shall be effective as of the date specified by the Company in a written notice to Executive), other than due to death or Disability, or in the event there is a termination with Good Reason (as defined above), in either case within one year following a Change in Control (as defined above), or (b) Executive voluntarily terminates his employment on his own initiative on or after 275 days (but no later than 305 days) following a Change in Control, in either case of (a) or (b), Executive shall be entitled to and his sole remedies under this Agreement shall be: (i) payment to the Executive of Base Salary earned through the date of termination of Executive’s employmentTermination Date, which shall be paid in a single lump sum not later than 15 days following Executive’s termination of employmentTermination Date; (ii) an amount equal to 2 one (1) times the sum of (A) the Base Salary, at the annualized rate in effect on the date of termination of Executive’s employment Termination Date (or in the event a reduction in Base Salary is a basis for a termination with for Good Reason, then the Base Salary in effect immediately prior to such reduction), and (B) the greater of (x) the Target Bonus for the year of termination or (y) the actual prior year bonus, which amount shall be payable in lump sum within 15 days of termination of employment, unless otherwise required to be paid in accordance with the provisions of Section 8(j),4.4.7 of this Agreement; (iii) the balance payment of any incentive awards earned as of December 31 of Bonus accrued during the prior calendar year (but not yet paid)in which the termination occurs, which shall be with the Bonus being paid in a single lump sum not later than 15 days following Executiveon the Company’s termination of employment;customary date for bonus payments; and (iv) continued participation in the medical plan at the same benefit level at which he was participating on the date of the termination of his employment during the applicable time period allowed for continuation of coverage under COBRA (the “COBRA Period”) until the earlier of the expiration of the Severance Period or the date on which Executive receives substantially comparable coverage and benefits under the medical plan of a subsequent employer (the “Continued Participation Period”); provided, however, if the COBRA period terminates prior to the expiration of the Continued Participation Period, during the remainder of the Continued Participation Period Executive will not be entitled to continued participation in the medical plan and the Company will pay directly to Executive, on a monthly basis, an amount equal to the amount previously expended monthly by the Company for his continued participation in the medical plan; (v) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company. In the event that the Executive voluntarily terminates his employment under (b) of this Section and then subsequently becomes actively involved in the Company or its successor entity within twelve (12) months of the date of the voluntary termination, and; the obligation of the Company to continue to pay the Base Salary shall immediately cease and the Executive shall be obligated to pay to the stockholders/owners of the Company immediately prior to the Change of Control (vi) all awards made the “Stockholders”), an amount equal to the aggregate amount paid to the Executive prior to the date of this Agreement shall vest under Sections 4.4,5 (ii) and Executive shall be entitled to the benefit of all such awards immediately upon a Change of Control(iii) above.