Common use of Termination After a Change in Control Clause in Contracts

Termination After a Change in Control. In the event Executive's employment is terminated, without Cause, voluntarily or involuntarily after a Change in Control, the Executive shall be entitled to do the following: (i) Base Salary earned and payable through the Date of Termination; (ii) any unpaid Cash Bonus earned and accrued with respect to any year preceding the Date of Termination and payable when bonuses for such year are paid to other Company executives subject to the terms and requirements of such bonus as may be established by the Board or Compensation Committee; (iii) an amount equal to three times the Base Salary plus 90% of Base Salary (for a total of 5.7 times Base Salary), as in effect on the Date of Termination, to be paid in a lump sum as soon as administratively feasible after Executive's Date of Termination but in no event later than two and one-half months after the Date of Termination; (iv) outstanding stock options, equity and performance awards shall be vested and exercised in accordance with the terms of the applicable plan and award agreements; (v) continued participation for twelve (12) months by the Executive and his eligible dependents in the Company's group medical and dental plan in which he and his eligible dependents were participating immediately prior to the Date of Termination, subject to the terms and conditions of the plans as such plans are amended from time to time. The Executive shall be required to continue to pay the employee-paid portion of such coverage. Upon the earlier of the expiration of twelve (12) months or the date the Executive becomes eligible for medical benefits with a subsequent employer, this coverage shall cease, and the Executive and his dependents, if applicable, may elect group continuation coverage under COBRA; (vi) any amounts earned, accrued or owing to the Executive but not yet paid under Section 8; and (vii) Except as provided in 9(h) below, any payment and benefit in accordance with the applicable plans and programs of the Company.

Termination After a Change in Control. In the event Executive's ’s employment is terminated, without Cause, voluntarily or involuntarily after a Change in Control, the Executive shall be entitled to do the following: (i) Base Salary earned and payable through the Date of Termination; (ii) any unpaid Cash Bonus earned and accrued with respect to any year preceding the Date of Termination and payable when bonuses for such year are paid to other Company executives subject to the terms and requirements of such bonus as may be established by the Board or Compensation Committee; (iii) an amount equal to three two times the Base Salary plus 90% of Base Salary (for a total of 5.7 times Executive’s annual Base Salary), as in effect on the Date of Termination, to be paid in a lump sum as soon as administratively feasible after Executive's ’s Date of Termination but in no event later than two and one-half months after the Date of Termination; (iv) outstanding stock options, equity all Equity Awards shall immediately vest and performance awards shall be vested and exercised in accordance with the terms of the applicable plan and award agreementsbecome exercisable; (v) continued participation for twelve (12) months by the Executive and his eligible dependents in the Company's ’s group medical and dental plan in which he and his eligible dependents were participating immediately prior to the Date of Termination, subject to the terms and conditions of the plans as such plans are amended from time to time. The Executive shall be required to continue to pay the employee-paid portion of such coverage. Upon the earlier of the expiration of twelve (12) months or the date the Executive becomes eligible for medical benefits with a subsequent employer, this coverage shall cease, and the Executive and his dependents, if applicable, may elect group continuation coverage under COBRA; (vi) any amounts earned, accrued or owing to the Executive but not yet paid under Section 8; and (vii) Except as provided in 9(h9(g) below, any payment and benefit in accordance with the applicable plans and programs of the Company.

Termination After a Change in Control. In the event Executive's ’s employment is terminated, without Cause, voluntarily or involuntarily after a Change in Control, the Executive shall be entitled to do the following: (i) Base Salary earned and payable through the Date of Termination; (ii) any unpaid Cash Bonus earned and accrued with respect to any year preceding the Date of Termination and payable when bonuses for such year are paid to other Company executives subject to the terms and requirements of such bonus as may be established by the Board or Compensation Committee; (iii) an amount equal to three times the sum of Base Salary plus 90% of Base Salary (for a total of 5.7 times Base Salary)Target Bonus, as in effect on the Date of Termination, to be paid in a lump sum as soon as administratively feasible after Executive's ’s Date of Termination but in no event later than two and one-half months after the Date of Termination; (iv) outstanding stock options, equity all Equity Awards shall immediately vest and performance awards shall be vested and exercised in accordance with the terms of the applicable plan and award agreementsbecome exercisable; (v) continued participation for twelve (12) months by the Executive and his eligible dependents in the Company's ’s group medical and dental plan in which he and his eligible dependents were participating immediately prior to the Date of Termination, subject to the terms and conditions of the plans as such plans are amended from time to time. The Executive shall be required to continue to pay the employee-paid portion of such coverage. Upon the earlier of the expiration of twelve (12) months or the date the Executive becomes eligible for medical benefits with a subsequent employer, this coverage shall cease, and the Executive and his dependents, if applicable, may elect group continuation coverage under COBRA; (vi) any amounts earned, accrued or owing to the Executive but not yet paid under Section 8; and (vii) Except as provided in 9(h9(g) below, any payment and benefit in accordance with the applicable plans and programs of the Company.

Termination After a Change in Control. In the event Executive's ’s employment is terminated, without Cause, voluntarily or involuntarily after a Change in Control, the Executive shall be entitled to do the following: (i) Base Salary earned and payable through the Date of Termination; (ii) any unpaid Cash Bonus earned and accrued with respect to any year preceding the Date of Termination and payable when bonuses for such year are paid to other Company executives subject to the terms and requirements of such bonus as may be established by the Board or Compensation Committee; (iii) an amount equal to three two times the sum of Executive’s annual Base Salary plus 90% of Base Salary (for a total of 5.7 times Base Salary), as in effect on the Date of Termination, to be paid in a lump sum as soon as administratively feasible after Executive's ’s Date of Termination but in no event later than two and one-half months after the Date of Termination; (iv) outstanding stock options, equity all Equity Awards shall immediately vest and performance awards shall be vested and exercised in accordance with the terms of the applicable plan and award agreementsbecome exercisable; (v) continued participation for twelve (12) months by the Executive and his eligible dependents in the Company's ’s group medical and dental plan in which he and his eligible dependents were participating immediately prior to the Date of Termination, subject to the terms and conditions of the plans as such plans are amended from time to time. The Executive shall be required to continue to pay the employee-paid portion of such coverage. Upon the earlier of the expiration of twelve (12) months or the date the Executive becomes eligible for medical benefits with a subsequent employer, this coverage shall cease, and the Executive and his dependents, if applicable, may elect group continuation coverage under COBRA; (vi) any amounts earned, accrued or owing to the Executive but not yet paid under Section 8; and (vii) Except as provided in 9(h9(g) below, any payment and benefit in accordance with the applicable plans and programs of the Company.

Termination After a Change in Control. In the event Executive's employment is terminated, without Cause, voluntarily or involuntarily after a Change in Control, the Executive shall be entitled to do the following: (i) Base Salary earned and payable through the Date of Termination; (ii) any unpaid Cash Bonus earned and accrued with respect to any year preceding the Date of Termination and payable when bonuses for such year are paid to other Company executives subject to the terms and requirements of such bonus as may be established by the Board or Compensation Committee; (iii) an amount equal to three times the Base Salary plus 90% of Base Salary (for a total of 5.7 times Base Salary), as in effect on the Date of Termination, to be paid in a lump sum as soon as administratively feasible after Executive's Date of Termination but in no event later than two and one-half months after the Date of Termination; (iv) outstanding stock options, equity and performance awards shall be vested and exercised in accordance with the terms of the applicable plan and award agreements; (v) continued participation for twelve (12) months by the Executive and his eligible dependents in the Company's group medical and dental plan in which he and his eligible dependents were participating immediately prior to the Date of Termination, subject to the terms and conditions of the plans as such plans are amended from time to time. The Executive shall be required to continue to pay the employee-paid portion of such coverage. Upon the earlier of the expiration of twelve (12) months or the date the Executive becomes eligible for medical benefits with a subsequent employer, this coverage shall cease, and the Executive and his dependents, if applicable, may elect group continuation coverage under COBRA; (vi) any amounts earned, accrued or owing to the Executive but not yet paid under Section 8; and (vii) Except as provided in 9(h) below, any payment and benefit in accordance with the applicable plans and programs of the Company.

Termination After a Change in Control. In the event Executive's ’s employment is terminated, without Cause, voluntarily or involuntarily after a Change in Control, the Executive shall be entitled to do the following: (i) Base Salary earned and payable through the Date of Termination; (ii) any unpaid Cash Target Bonus earned and accrued with respect to any year preceding the Date of Termination and payable when bonuses for such year are paid to other Company executives subject to the terms and requirements of such bonus as may be established by the Board or Compensation Committee; (iii) an amount equal to three times the Base Salary plus 90% of Base Salary (for a total of 5.7 times Base Salary)the Cash Target Bonus, as in effect on the Date of Termination, to be paid in a lump sum as soon as administratively feasible after Executive's ’s Date of Termination but Termination; (iv) the Restricted Stock Grant as defined in no event later than two and one-half months after the second paragraph of Section 6 of this Agreement shall be 100% vested upon the Date of Termination; (ivv) outstanding stock options, equity and performance awards shall be vested and exercised in accordance with the terms of the applicable plan and award agreements; (vvi) continued participation for twelve (12) months by the Executive and his eligible dependents in the Company's ’s group medical and dental plan in which he and his eligible dependents were participating immediately prior to the Date of Termination, subject to the terms and conditions of the plans as such plans are amended from time to time. The Executive shall be required to continue to pay the employee-paid portion of such coverage. Upon the earlier of the expiration of twelve (12) months or the date the Executive becomes eligible for medical benefits with a subsequent employer, this coverage shall cease, and the Executive and his dependents, if applicable, may elect group continuation coverage under COBRA; (vivii) any amounts earned, accrued or owing to the Executive but not yet paid under Section 8; and (viiviii) Except as provided in 9(h) below, any payment and benefit in accordance with the applicable plans and programs of the Company.; and