Common use of Without a Change in Control Clause in Contracts

Without a Change in Control. If the Executive suffers a Termination Without Cause (hereinafter defined) or Constructive Termination (hereinafter defined) and a Change in Control (hereinafter defined) shall not have occurred within one (1) year prior thereto, the Company will pay to the Executive upon such termination a lump sum in an amount equal to 200% of the sum of the Executive's combined (i) Base Salary as in effect at the time of the termination and (ii) the average of the Annual Incentive Award for the two (2) immediately preceding completed calendar years. For six (6) months following such Termination Without Cause or Constructive Termination, the Company shall reimburse the Executive for the cost of the Executive's major medical health insurance as in effect at the date of termination. The exercisability of stock options granted to the Executive shall be governed by any applicable stock option agreements and the terms of the respective stock option plans.

Without a Change in Control. If the Executive suffers a Termination Without Cause (hereinafter defined) or Constructive Termination (hereinafter defined) and there has not been a Change in Control (hereinafter defined) shall not have occurred within one (1) year prior thereto, the Company will continue to pay to the Executive upon such termination a lump sum in an amount equal to 200% of the sum of the Executive's combined (i) his Base Salary as in effect at the time of the termination and (ii) the average of the Annual Incentive Award Termination Without Cause or Constructive Termination for the two (2) immediately preceding completed calendar yearsremaining term of this Employment Agreement after such termination. Earned but unpaid Base Salary and incentive compensation through the date of termination will be paid in a lump sum at such time. For six (6) months following such Termination Without Cause or Constructive Termination, the Company shall reimburse the Executive for the cost of the Executive's major medical health insurance premiums as in effect at the date of termination. The exercisability of stock options granted to the Executive shall be governed by any applicable stock option agreements and the terms of the respective stock option plans.