Common use of Termination without Cause or for Good Reason in Connection with a Change in Control Clause in Contracts

Termination without Cause or for Good Reason in Connection with a Change in Control. In addition to the benefits set forth under Section 5(c), (1) in the event that the termination without Cause or for Good Reason occurs within two years following a Change in Control (as defined herein) or (2) in the event that a Change in Control occurs within six months following (A) a termination by the Company without Cause, or (B) a termination by the Executive for Good Reason, the following will apply: (i) The payment provided for under Section 5(c)(v) will be equal to two times the amount calculated in accordance with (A) in the first sentence in Section 5(c)(v), and such payment shall be paid in a lump sum within five days after the later of the Date of Termination or the Change in Control; provided, however, that if the Company, in its sole discretion, determines that the Change in Control does not constitute a “change in control event” as defined in Code Section 409A, then all such payments that (A) the Company determines are not “Section 409A Payments” (as defined in Section 5(e)) or (B) exceed the amount that would have been paid had the termination not occurred in connection with a Change in Control, shall be paid in a lump sum and the remaining installments shall be paid at the time they would have been paid had the termination not occurred in connection with a Change in Control (or, if earlier, not more than five days after a change in control event, as defined in Section 409A, occurs). (ii) In lieu of the vesting provided for under Section 5(c)(iv), in the event of a termination by the Company without Cause, termination by the Executive for Good Reason, or the Company's election not to renew the term of the Agreement following a Change in Control, any equity compensation awards that are subject to time vesting requirements and remain unvested at the Date of Termination or the date of the Company's election not to renew the term of the Agreement following a Change in Control will become fully vested as of the Date of Termination or the date of the Company's election not to renew the term of the Agreement following a Change in Control, respectively. If a Change in Control occurs within six months following (A) a termination by the Company without Cause or termination by the Executive for Good Reason, or (B) the date on which the Agreement expires by reason of the Company's election not to renew the term of the Agreement pursuant to Section 1, then any equity compensation awards that (x) were subject to time vesting requirements (y) remained unvested as of the Date of Termination or date on which the Agreement expires by reason of the Company's election not to renew, as the case may be, and (z) did not vest pursuant to Section 5(c)(iv) will become vested as of the date of the Change in Control. (iii) The Executive shall be entitled to outplacement services paid for by the Company; provided, however, that the Company is not required to pay any amount for such services that exceeds 15% of the Executive's annual base salary at the time of termination (without regard to any reduction in base salary that constituted, or would have constituted, Good Reason); provided, further that such services are received by the Executive prior to the last day of the Executive's second taxable year following the taxable year in which the Executive's “separation from service” occurred. (iv) The continuation of Insurance Benefits shall be for a period of 18 months, rather than 12 months. (v) The Executive shall be entitled to financial planning services paid for by the Company; provided, however, that the Company is not required to pay any amount for such services that exceeds $10,000. (vi) For purposes of this Agreement, a Change in Control shall be deemed to occur if: (A) any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company's then outstanding securities. For purposes of this Agreement, the term “Person” is used as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, the term “Person” shall not include the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company. For purposes of this Agreement, the term “Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act;

Termination without Cause or for Good Reason in Connection with a Change in Control. In addition to Notwithstanding the benefits set forth under Section 5(c)foregoing, (1) in if your employment is terminated by the event that the termination Company without Cause or by you for Good Reason occurs within two years twenty four (24) months following a Change in Control you shall (as defined hereini) or receive the Severance Payments, Health Care Payments and Bonus Payment provided in Section 5(b) hereof, provided that your Severance Period under such circumstances shall be twenty-four (224) months; and (ii) become fully vested in the event that a Change in Control occurs within six months following (A) a termination all equity and equity-based awards granted to you by the Company without Cause, or (B) a termination by the Executive for Good Reason, the following will apply:Company. (i) The payment provided for under Section 5(c)(vNotwithstanding anything to the contrary contained in this agreement, to the extent that any amount, or benefits paid or distributed to you pursuant to this agreement or any other agreement or arrangement between the Company and you (collectively, the "280G Payments") will be equal to two times the amount calculated in accordance with (A) in constitute a "parachute payment" within the first sentence in meaning of Section 5(c)(v), and such payment shall be paid in a lump sum within five days after the later 280G of the Date of Termination or the Change in Control; provided, however, that if the Company, in its sole discretion, determines that the Change in Control does not constitute a “change in control event” as defined in Code Section 409A, then all such payments that (A) the Company determines are not “Section 409A Payments” (as defined in Section 5(e)) or and (B) exceed but for this Section 5(c), would be subject to the excise tax imposed by Section 4999 of the Code, then the 280G Payments shall be payable either (i) in full or (ii) in such lesser amount which would result in no portion of such 280G Payments being subject to excise tax under Section 4999 of the Code; whichever of the foregoing amounts, taking into account the applicable federal, state and local income or excise taxes (including the excise tax imposed by Section 4999) results in your receipt on an after-tax basis, of the greatest amount of benefits under this agreement, notwithstanding that would have been paid had all or some portion of such benefits may be taxable under Section 4999 of the termination not occurred Code. Unless you and the Company otherwise agree in writing, any determination required under this Section 5(c) shall be made in writing by an independent public accountant selected by the Company (the "Accountants"), whose determination shall be conclusive and binding upon you and the Company for all purposes. For purposes of making the calculations required by this Section 5(c), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and you shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section, as well as any reasonable legal or accountant expenses, or any additional taxes, that you may incur as a Change in Control, shall be paid in a lump sum and result of any calculation errors made by the remaining installments shall be paid at Accountant and/or the time they would have been paid had the termination not occurred Company in connection with a Change in Control (or, if earlier, not more than five days after a change in control event, as defined in the Code Section 409A, occurs4999 excise tax analysis contemplated by this Section 5(c). (ii) In lieu of the vesting provided for under Section 5(c)(iv), in the event of a termination by the Company without Cause, termination by the Executive for Good Reason, or the Company's election not to renew the term of the Agreement following a Change in Control, any equity compensation awards that are subject to time vesting requirements and remain unvested at the Date of Termination or the date of the Company's election not to renew the term of the Agreement following a Change in Control will become fully vested as of the Date of Termination or the date of the Company's election not to renew the term of the Agreement following a Change in Control, respectively. If a Change in Control occurs within six months following (A) a termination by the Company without Cause or termination by the Executive for Good Reason, or (B) the date on which the Agreement expires you receive reduced 280G Payments by reason of the Company's election not this Section 5(c) and it is established pursuant to renew the term a final determination of the Agreement pursuant to Section 1court or an Internal Revenue Service proceeding that you could have received a greater amount without resulting in an excise tax, then any equity compensation awards that (x) were subject to time vesting requirements (y) remained unvested the Company shall promptly thereafter pay you the aggregate additional amount which could have been paid without resulting in an excise tax as of the Date of Termination or date on which the Agreement expires by reason of the Company's election not to renew, soon as the case may be, and (z) did not vest pursuant to Section 5(c)(iv) will become vested as of the date of the Change in Controlpracticable. (iii) The Executive shall parties agree to cooperate generally and in good faith with respect to (A) the review and determinations to be entitled to outplacement services paid for undertaken by the Company; providedAccountants as set forth in this Section 5(c) and (B) any audit, however, that claim or other proceeding brought by the Company is not required Internal Revenue Service or similar state authority to pay any amount for such services that exceeds 15% review or contest or otherwise related to the determinations of the Executive's annual base salary at the time of termination (without regard to Accountants as provided for in this Section 5(c), including any reduction in base salary that constituted, claim or would have constituted, Good Reason); provided, further that such services are received position taken by the Executive prior to Internal Revenue Service that, if successful, would require the last day payment by you of any additional excise tax, over and above the Executive's second taxable year following amounts of excise tax established under the taxable year procedure set forth in which the Executive's “separation from service” occurredthis Section 5(c). (iv) The continuation reduction of Insurance Benefits 280G Payments, if applicable, shall be for a period effected in the following order (unless you, to the extent permitted by Section 409A of 18 monthsthe Code, rather than 12 months. (v) The Executive shall be entitled elect another method of reduction by written notice to financial planning services paid for by the Company; provided, however, that the Company is not required prior to pay any amount for such services that exceeds $10,000. (vi) For purposes of this Agreement, a Change in Control shall be deemed to occur if: the Section 280G event): (A) any Person cash severance payments, (B) any other cash amounts payable to you, (C) any health and welfare or similar benefits valued as defined belowparachute payments, (D) is or becomes acceleration of vesting of any stock options for which the Beneficial Owner (as defined below), directly or indirectly, of securities exercise price exceeds the then fair market value of the Company representing thirty percent (30%) or more underlying stock, in order of the combined voting power option tranches with the largest Section 280G parachute value, (E) acceleration of vesting of any equity award that is not a stock option, (F) acceleration of vesting of any stock options for which the exercise price is less than the fair market value of the Company's then outstanding securities. For purposes of this Agreement, underlying stock in such manner as would net you the term “Person” is used largest remaining spread value if the options were all exercised as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act Section 280G event, and (G) acceleration of 1934, as amended (the “Exchange Act”). However, the term “Person” shall not include the Company, vesting of any trustee restricted stock or other fiduciary holding securities under an employee benefit plan non-option equity-based compensation in the order of the Company, or any corporation owned, directly or indirectly, by equity awards with the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company. For purposes of this Agreement, the term “Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act;largest Section 280G parachute value.

Termination without Cause or for Good Reason in Connection with a Change in Control. In addition to the benefits set forth under Section 5(c), (1) in the event that the termination without Cause (including an expiration of the term of the Agreement that is treated as a termination without Cause pursuant to Section 1(b)) or for Good Reason occurs within two years following a Change in Control (as defined hereinhereinafter defined) or (2) in the event that a Change in Control occurs within six months following (A) a termination by the Company without CauseCause (including an expiration of the term of the Agreement that is treated as a termination without Cause pursuant to Section 1(b)), or (B) a termination by the Executive for Good Reason, the following will apply: (i) The payment payments provided for under Section 5(c)(v) will be equal to two times and one-half times, rather than two times, the amount calculated in accordance with sum of (A) plus (B) as provided in the first sentence in Section 5(c)(v), and the sum of all such payment payments shall be paid in a lump sum within five days after the later of the Date of Termination or the Change in Control; provided, however, that if the Company, in its sole discretion, determines that the Change in Control does not constitute a “change in control event” as defined in Code Section 409A, then all such payments that the Company determines either (A) the Company determines are not “Section 409A Payments” (as defined in Section 5(e)) or (B) that exceed the amount that would have been paid had the termination not occurred in connection with a Change in Control, shall be paid in a lump sum and the remaining installments shall be paid at the time they would have been paid had the termination not occurred in connection with a Change in Control (or, if earlier, not more than five days after a change in control event, as defined in Section 409A, occurs). (ii) In lieu of the vesting provided for under Section 5(c)(iv), in the event of a termination by the Company without Cause, termination by the Executive for Good Reason, or the Company's ’s election not to renew the term of the Agreement following a Change in Control, any equity compensation awards that are outstanding at the Date of Termination and subject to time vesting requirements and remain unvested at that were outstanding but not yet vested as of the Date of Termination or the date of the Company's election not to renew the term of the Agreement following a Change in Control will become fully vested as of the Date of Termination or Termination. In the date of the Company's election not to renew the term of the Agreement following a Change in Control, respectively. If event a Change in Control occurs within six months following (A) a termination by the Company without Cause or Cause, termination by the Executive for Good Reason, or (B) the date on which the Agreement expires by reason of the Company's ’s election not to renew the term of the Agreement pursuant to Section 1, then any equity compensation awards that (x) were subject to time vesting requirements (y) remained unvested that were outstanding but not yet vested as of the Date of Termination or date on and which the Agreement expires by reason of the Company's election not to renew, as the case may be, and (z) did not vest become vested pursuant to Section 5(c)(iv) will become vested as of the date of the Change in Control. (iii) The Executive shall be entitled to outplacement services paid for by the Company; provided, however, that the Company is not required to pay any amount for such services that exceeds 15% of the Executive's annual base salary at the time of termination (without regard to any reduction in base salary that constituted, or would have constituted, Good Reason); provided, further that such services are received by the Executive prior to the last day of the Executive's second taxable year following the taxable year in which the Executive's “separation from service” occurred. (iv) The continuation of Insurance Benefits shall be for a period of 18 months, rather than 12 months. (v) The Executive shall be entitled to financial planning services paid for by the Company; provided, however, that the Company is not required to pay any amount for such services that exceeds $10,000. (vi) For purposes of this Agreement, a Change in Control shall be deemed to occur if: (A) any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company's ’s then outstanding securities. For purposes of this Agreement, the term “Person” is used as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, the term “Person” shall not include the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company. For purposes of this Agreement, the term “Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act;