Common use of COMPENSATION UPON TERMINATION BY COMPANY WITHOUT CAUSE OR BY EMPLOYEE FOR GOOD REASON Clause in Contracts

COMPENSATION UPON TERMINATION BY COMPANY WITHOUT CAUSE OR BY EMPLOYEE FOR GOOD REASON. If, within twenty-four (24) months after a Change in Control shall have occurred Employee's employment by Company shall be terminated (a) by Company without cause or (b) by Employee for Good Reason based on an event occurring concurrent with or subsequent to a Change in Control, then, at the time specified in Subsection (vii), Employee shall be entitled, without regard to any contrary provisions of any Plan, to the benefits as provided below: (a) the company shall pay Employee his full Base Salary through the Date of Termination at the rate in effect just prior to the time a Notice of Termination is given plus any benefits or awards (including both cash and stock components) which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to Employee (including amounts which previously had been deferred at Employee's request); (b) as severance pay and in lieu of any further salary for periods subsequent to the Date of Termination, Company shall pay to Employee at the time specified in subsection (vii), a single lump sum severance payment (the "Severance Payment") in an amount in cash equal to three times Employee's annual Base Salary at the rate in effect just prior to the time a Notice of Termination is given; (c) Company shall maintain in full force and effect, for the continued benefit of Employee and Employee's dependents for a period terminating on the earliest of (x) two years after the Date of Termination or (y) the commencement date of equivalent benefits from a new employer all life, accidental death, medical and dental insurance plans or programs in which Employee was entitled to participate immediately prior to the Date of Termination, provided that Employee's continued participation is possible under the general terms and provisions of such plans and Employee continues to pay an amount equal to his regular contribution for such participation, if any. If, at the end of two years after the Termination Date Employee has not previously received or is not then receiving equivalent benefits from a new employer, Company shall arrange, at its sole cost and expense, to enable Employee to convert Employee and Employee's dependents' coverage under such plans to individual policies or programs upon the same terms as employees of company may apply for such conversions. In the event that Employee's participation in any such plan is barred, Company at its sole cost and expense, shall arrange to have issued for the benefit of Employee and Employee's dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) PROVIDED THAT, Company shall be responsible for the payment of such benefits (on an after tax basis) to those which Employee otherwise would have been entitled to receive under such plans pursuant to this paragraph (c) or, if such insurance is not available at a reasonable cost to Company, Company shall otherwise provide Employee and Employee's dependents equivalent benefits (on an after tax basis) for a

COMPENSATION UPON TERMINATION BY COMPANY WITHOUT CAUSE OR BY EMPLOYEE FOR GOOD REASON. If, within twenty-four (24) months after a Change in Control shall have occurred Employee's employment by Company shall be terminated (a) by Company without cause or (b) by Employee for Good Reason based on an event occurring concurrent with or subsequent to a Change in Control, then, at the time specified in Subsection (vii), Employee shall be entitled, without regard to any contrary provisions of any Plan, to the benefits as provided below: (a) the company Company shall pay Employee his full Base Salary through the Date of Termination at the rate in effect just prior to the time a Notice of Termination is given plus any benefits or awards (including both cash and stock components) which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to Employee (including amounts which previously had been deferred at Employee's request); (b) as severance pay and in lieu of any further salary for periods subsequent to the Date of Termination, Company shall pay to Employee at the time specified in subsection (vii), a single lump sum severance payment (the "Severance Payment") in an amount in cash equal to three times Employee's annual Base Salary at the rate in effect just prior to the time a Notice of Termination is given; (c) Company shall maintain in full force and effect, for the continued benefit of Employee and Employee's dependents for a period terminating on the earliest of (x) two years after the Date of Termination or (y) the commencement date of equivalent benefits from a new employer all life, accidental death, medical and dental insurance plans or programs in which Employee was entitled to participate immediately prior to the Date of Termination, provided that Employee's continued participation is possible under the general terms and provisions of such plans and Employee continues to pay an amount equal to his regular contribution for such participation, if any. If, at the end of two years after the Termination Date Employee has not previously received or is not then receiving equivalent benefits from a new employer, Company shall arrange, at its sole cost and expense, to enable Employee to convert Employee and Employee's dependents' coverage under such plans to individual policies or programs upon the same terms as employees of company may apply for such conversions. In the event that Employee's participation in any such plan is barred, Company at its sole cost and expense, shall arrange to have issued for the benefit of Employee and Employee's dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) PROVIDED THATprovided that, Company shall be responsible for the payment of such benefits (on an after tax basis) to those which Employee otherwise would have been entitled to receive under such plans pursuant to this paragraph (c) or, if such insurance is not available at a reasonable cost to Company, Company shall otherwise provide Employee and Employee's dependents equivalent benefits (on an after tax basis) for aa period not to exceed five years following the end of the two years after the Termination Date. Employee shall not be required to pay any premiums or other charges in an amount greater than that which Employee would have paid in order to participate in such plans. Company shall pay Employee for any vacation time earned but not taken at the Date of Termination, at an hourly rate equal to Employee's annual Base Salary as in effect immediately prior to the time a Notice of Termination is given divided by 2080. Company shall pay to Employee all legal fees and expenses incurred by Employee as a result of such termination, including all such fees and expenses, if any, incurred in contesting or disputing any such termination in seeking to obtain or enforce any right or benefit provided by this Section 6 of this Agreement (other than any such fees or expenses incurred in connection with any such claim which is determined to be frivolous) or in connection with any tax audit or proceeding to the extent attributable to the application of section 4999 of the Internal Revenue Code of 1986, as amended (the "Code").