Common use of Termination After Change in Control Clause in Contracts

Termination After Change in Control. (1) If there is a ''change in control'' of the Company and Executive is terminated other than for cause within eighteen (18) months after such change in control, Executive wil1 receive a lump sum cash payment in the amount a payment of five (5) times the previous year’s annual compensation within thirty (30) days of his termination. Executive will continue to be covered under all of the Company's health and major medical plans then in effect for a period of one (1) year after any such change in contro1 at the Company's sole expense. (2) For purposes of this Agreement, the term ''change in control'' is defined to include: (a) a tender offer or exchange offer made and consummated for ownership of Company stock representing fifty (50%) percent or more of the combined voting power of the Company's outstanding securities; (b) the sale or transfer of substantially all of the Company's assets to another corporation which is not a wholly-owned subsidiary of the Company; (c) any transaction relating to the Company which must be described in accordance with item 5(f) of schedule 14A of Regulation 14A of the Securities and Exchange Commission; (d) any merger or consolidation of the Company with another corporation, where less than thirty (30%) percent of the outstanding voting shares of the surviving or resulting corporation are owned in the aggregate by the Company's former stockholders; or (e) any tender offer, exchange offer, merger, sale of assets and/or contested election which results in a total change in the composition of the Company's Board of Directors. (3) The amount paid to Executive pursuant to this Paragraph will be deemed severance pay in consideration of the Executive's past services to the Company and his continued services from the date of this Agreement. Executive will have no duty to mitigate his damages by seeking other employment, nor will Executive's severance pay hereunder be reduced or offset by any such future earnings.

Termination After Change in Control. (1) If there is a ''change in control'' of the Company and Executive is terminated other than for cause within eighteen twelve (1812) months after such change in control, Executive wil1 receive a lump sum cash payment in the amount a payment of five (5) times the previous year’s annual compensation within thirty (30) days of his termination. Executive will continue to be covered under all of the Company's health and major medical plans then in effect for a period of one (1) year after any such change in contro1 at the Company's sole expense. (2) For purposes of this Agreement, the term ''change in control'' is defined to include: (a) a tender offer or exchange offer made and consummated for ownership of Company stock representing fifty (50%) percent or more of the combined voting power of the Company's outstanding securities; (b) the sale or transfer of substantially all of the Company's assets to another corporation which is not a wholly-owned subsidiary of the Company; (c) any transaction relating to the Company which must be described in accordance with item 5(f) of schedule 14A of Regulation 14A of the Securities and Exchange Commission; (d) any merger or consolidation of the Company with another corporation, where less than thirty (30%) percent of the outstanding voting shares of the surviving or resulting corporation are owned in the aggregate by the Company's former stockholders; or (e) any tender offer, exchange offer, merger, sale of assets and/or contested election which results in a total change in the composition of the Company's Board of Directors. (3) The amount paid to Executive pursuant to this Paragraph will be deemed severance pay in consideration of the Executive's past services to the Company and his continued services from the date of this Agreement. Executive will have no duty to mitigate his damages by seeking other employment, nor will Executive's severance pay hereunder be reduced or offset by any such future earnings.