Common use of Termination Without Cause Prior to a Change in Control Clause in Contracts

Termination Without Cause Prior to a Change in Control. If (i) within the six (6) month period preceding the consummation of a Change in Control or (ii) following the commencement of any discussion with a third person that ultimately results in a Change in Control, the Company (by action of the Board) removes Executive without Cause from the position in which Executive is employed hereunder or the Company takes actions that result in the Executive terminating for Good Reason. If Executive is entitled to benefits described in this Section 3 by reason of subsection (ii) above, Executive shall receive the compensation and benefits described in Section 2.1(c) above after his Date of Termination, in accordance with the provisions of Section 2.1(c), regardless of whether the Change in Control actually occurs, and Executive shall receive any additional compensation and benefits described in Section 3.6 below only if the Change in Control is consummated; provided, that Executive shall only receive the additional compensation and benefits in Section 3.6 to the extent not already provided to Executive pursuant to Section 2.1(c). For purposes of this Section 3.3, to be eligible to receive amounts described in Section 3.6 below, the Change in Control must be consummated within the twelve (12) month period following Executive’s Date of Termination, except in circumstances pursuant to which the consummation of the Change in Control is delayed, through no failure of the Company or the third person, by a governmental or regulatory authority or agency with jurisdiction over the matter, or as a result of other similar circumstances. In such a circumstance, the remaining of the twelve (12) month period shall be tolled and shall recommence upon termination of the delaying event. This provision shall not apply if Executive’s employment is terminated by the Company on account of the Executive’s death or Disability.

Termination Without Cause Prior to a Change in Control. If the Company terminates the Executive’s employment without Cause within three (i3) within months prior to the six (6) month period preceding the consummation occurrence of a Change in Control or (ii) following the commencement of any discussion with a third person that ultimately results in a Change in Control, then commencing on the pay date next following 5. the Executive’s termination, the Company (by action shall continue to pay the Executive’s base salary until the end of the Boardperiod following the termination of the Executive’s employment equal to twelve (12) removes Executive without Cause from months. Such severance payments shall be subject to standard deductions and withholdings and paid on the position in which Executive is employed hereunder or the Company takes actions that result in the Executive terminating for Good Reason. If Executive is entitled to benefits described in this Section 3 by reason of subsection (ii) above, Executive shall receive the compensation Company’s regular payroll dates and benefits described in Section 2.1(c) above after his Date of Termination, in accordance with its regular payroll practices. Such severance payments shall be reduced by the provisions amount of Section 2.1(c), regardless of whether any severance payments paid to the Executive prior to the Change in Control actually occurspursuant to Section 4(c) hereof (e.g., and if the Executive shall receive any additional compensation and benefits described in has received two (2) months of severance payments pursuant to Section 3.6 below only if 4(c) prior to the Change in Control is consummated; providedControl, then the Executive would be entitled to severance payments equal to ten (10) months of Executive’s base salary pursuant to this Section 4(d)(i)(2) in lieu of any remaining severance payment amounts that Executive shall only receive the additional compensation and benefits in Section 3.6 to the extent not already provided to Executive would otherwise have been payable pursuant to Section 2.1(c4(c)). For purposes of calculating the amount to be paid pursuant to this Section 3.34(d)(i)(2), to be eligible to receive amounts described the Company shall use the Executive’s base compensation in Section 3.6 beloweffect on the date of termination. Notwithstanding the foregoing, in the event that the Change in Control must be consummated within described in this Section 4(d) is a change in the twelve (12) month period following Executive’s Date of Termination, except in circumstances pursuant to which the consummation ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, in each case for purposes of Section 409A(a)(2)(A)(v) of the Internal Revenue Code and the regulations and other guidance thereunder, then any remaining portion of the aggregate severance payments that has not yet been paid to the Executive will instead be paid in a single lump-sum payments within 10 days following such Change in Control is delayed, through no failure of the Company or the third person, by a governmental or regulatory authority or agency with jurisdiction over the matter, or as a result of other similar circumstances. In such a circumstance, the remaining of the twelve (12) month period shall be tolled and shall recommence upon termination of the delaying event. This provision shall not apply if Executive’s employment is terminated by the Company on account of the Executive’s death or DisabilityControl.

Termination Without Cause Prior to a Change in Control. If the Company terminates the Executive’s employment without Cause within three (i3) within months prior to the six (6) month period preceding the consummation occurrence of a Change in Control or (ii) following the commencement of any discussion with a third person that ultimately results in a Change in Control, then commencing on the pay date next following the Executive’s termination, the Company (by action shall continue to pay the Executive’s base salary until 5. the end of the Boardperiod following the termination of the Executive’s employment equal to twenty-four (24) removes Executive without Cause from months. Such severance payments shall be subject to standard deductions and withholdings and paid on the position in which Executive is employed hereunder or the Company takes actions that result in the Executive terminating for Good Reason. If Executive is entitled to benefits described in this Section 3 by reason of subsection (ii) above, Executive shall receive the compensation Company’s regular payroll dates and benefits described in Section 2.1(c) above after his Date of Termination, in accordance with its regular payroll practices. Such severance payments shall be reduced by the provisions amount of Section 2.1(c), regardless of whether any severance payments paid to the Executive prior to the Change in Control actually occurspursuant to Section 4(c)(i) hereof (e.g., and if the Executive shall receive any additional compensation and benefits described in has received two (2) months of severance payments pursuant to Section 3.6 below only if 4(c)(i) prior to the Change in Control is consummated; providedControl, then the Executive would be entitled to severance payments equal to twenty-two (22) months of Executive’s base salary pursuant to this Section 4(d)(i)(2) in lieu of any remaining severance payment amounts that Executive shall only receive the additional compensation and benefits in Section 3.6 to the extent not already provided to Executive would otherwise have been payable pursuant to Section 2.1(c4(c)(i)). For purposes of calculating the amount to be paid pursuant to this Section 3.34(d)(i)(2), to be eligible to receive amounts described the Company shall use the Executive’s base compensation in Section 3.6 beloweffect on the date of termination. Notwithstanding the foregoing, in the event that the Change in Control must be consummated within described in this Section 4(d) is a change in the twelve (12) month period following Executive’s Date of Termination, except in circumstances pursuant to which the consummation ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, in each case for purposes of Section 409A(a)(2)(A)(v) of the Internal Revenue Code and the regulations and other guidance thereunder, then any remaining portion of the aggregate severance payments that has not yet been paid to the Executive will instead be paid in a single lump-sum payments within 10 days following such Change in Control is delayed, through no failure of the Company or the third person, by a governmental or regulatory authority or agency with jurisdiction over the matter, or as a result of other similar circumstances. In such a circumstance, the remaining of the twelve (12) month period shall be tolled and shall recommence upon termination of the delaying event. This provision shall not apply if Executive’s employment is terminated by the Company on account of the Executive’s death or DisabilityControl.

Termination Without Cause Prior to a Change in Control. If the Company terminates the Executive’s employment without Cause within three (i3) within months prior to the six (6) month period preceding the consummation occurrence of a Change in Control or (ii) following the commencement of any discussion with a third person that ultimately results in a Change in Control, then commencing on the pay date next following the Executive’s termination, the Company (by action shall continue to pay the Executive’s base salary until the end of the Boardperiod following the termination of the Executive’s employment equal to twelve (12) removes Executive without Cause from months. Such severance payments shall be subject to standard deductions and withholdings and paid on the position in which Executive is employed hereunder or the Company takes actions that result in the Executive terminating for Good Reason. If Executive is entitled to benefits described in this Section 3 by reason of subsection (ii) above, Executive shall receive the compensation Company’s regular payroll dates and benefits described in Section 2.1(c) above after his Date of Termination, in accordance with its regular payroll practices. Such severance payments shall be reduced by the provisions amount of Section 2.1(c), regardless of whether any severance payments paid to the Executive prior to the Change in Control actually occurspursuant to Section 4(c)(i) hereof (e.g., and if the Executive shall receive any additional compensation and benefits described in has received two (2) months of severance payments pursuant to Section 3.6 below only if 4(c)(i) prior to the Change in Control is consummated; providedControl, then the Executive would be entitled to severance payments equal to ten (10) months of Executive’s base salary pursuant to this Section 4(d)(i)(2) in lieu of any remaining severance payment amounts that Executive shall only receive the additional compensation and benefits in Section 3.6 to the extent not already provided to Executive would otherwise have been payable pursuant to Section 2.1(c4(c)(i)). For purposes of calculating the amount to be paid pursuant to this Section 3.34(d)(i)(2), to be eligible to receive amounts described the Company shall use the Executive’s base compensation in Section 3.6 beloweffect on the date of termination. Notwithstanding the foregoing, in the event that the Change in Control must be consummated within described in this Section 4(d) is a change in the twelve (12) month period following Executive’s Date of Termination, except in circumstances pursuant to which the consummation ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, in each case for purposes of Section 409A(a)(2)(A)(v) of the Internal Revenue Code and the regulations and other guidance thereunder, then any remaining portion of the aggregate severance payments that has not yet been paid to the Executive will instead be paid in a single lump-sum payments within 10 days following such Change in Control is delayed, through no failure of the Company or the third person, by a governmental or regulatory authority or agency with jurisdiction over the matter, or as a result of other similar circumstances. In such a circumstance, the remaining of the twelve (12) month period shall be tolled and shall recommence upon termination of the delaying event. This provision shall not apply if Executive’s employment is terminated by the Company on account of the Executive’s death or DisabilityControl.