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 a Constructive Termination (as hereinafter defined) and a Change in Control (hereinafter defined) shall not have occurred within one (1) year prior thereto, the Company will continue to pay the Executive the following: (a) in a lump sum upon such termination an amount equal to 100% of the sum of the Executive's combined (i) Base Salary as in effect at the time of the termination and (ii) the average Incentive Bonus for the two (2) calendar years immediately preceding the year of termination; and (b) for the greater of (i) the remaining term of this Employment Agreement or (ii) twelve (12) 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 a Constructive Termination (as hereinafter defined) and a Change in Control (hereinafter defined) shall not have occurred within one (1) year prior thereto, the Company will continue shall pay to pay the Executive the following: (a) in upon such termination a lump sum upon such termination in an amount equal to 100% of the sum of the Executive's combined (i) earned but unpaid Base Salary, if any, for the current fiscal year through the date of termination; (ii) earned but unpaid Annual Incentive Award, if any, for the current fiscal year through the date of termination; (iii) annual Base Salary as in effect at the time date of the termination termination; and (iiiv) the average of the Annual Incentive Bonus Award paid to the Executive for the two (2) calendar years immediately preceding completed fiscal years of the year of termination; and Company. For six (b) for the greater of (i) the remaining term of this Employment Agreement or (ii) twelve (126) 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 a Constructive Termination (as hereinafter defined) and a Change in Control (hereinafter defined) shall not have occurred within one (1) year prior thereto, the Company will continue to pay the Executive the following: (a) in a lump sum upon such termination an amount equal to 100200% of the sum of the Executive's combined (i) Base Salary as in effect at the time of the termination and (ii) the average Incentive Bonus for the two (2) calendar years immediately preceding the year of termination; and (b) for the greater of (i) the remaining term of this Employment Agreement or (ii) twelve (12) 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.