Common use of Occurrence of a Change of Control Clause in Contracts

Occurrence of a Change of Control. In the event of a Change of Control or after Republic’s Board of Directors or Republic’s stockholders approve a Change of Control (provided that after such Change of Control or such approval, the Executive’s employment is terminated (i) by the Company without Cause or (ii) by the Executive for Good Reason), the Company shall pay to the Executive as severance compensation two times the Executive’s Base Salary as then in effect. The severance compensation shall be paid in a lump sum by the end of the following month following a qualifying event. “Change of Control” shall mean that after the date hereof, (i) any person or group of affiliated or associated persons acquires a majority or more of the voting power of the Company; (ii) the consummation of a sale of all or substantially all of the assets of the Company; (iii) the dissolution of the Company or (iv) the consummation of any merger, consolidation, or reorganization involving the Company in which, immediately after giving effect to such merger, consolidation or reorganization, less than majority of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in the aggregate by the stockholders of the Company immediately prior to such merger, consolidation or reorganization. Notwithstanding the foregoing, distribution of a majority of the Company’s common stock to Republic’s shareholders or the sale by Republic of more than a majority of the outstanding shares of common stock of the Company to a private equity sponsor shall not for the purposes hereof constitute a Change of Control.