Common use of Termination After Change in Control Clause in Contracts

Termination After Change in Control. (i) In the event of any termination of the Executive’s employment pursuant to Section 4(b) or 4(c) (and, for the avoidance of doubt, under circumstances which the Board in its sole discretion has determined would not constitute Cause under any of clauses (i) through (ix) of Section 4(a)) occurring on or within twelve (12) months after a Change in Control (as defined below), and subject to completion of and continuing compliance with the conditions set forth in Section 5(c), in lieu of the payments and benefits set forth in subsection (b) above, (i) the Company shall pay the Executive an amount equal to the sum of (x) the Base Salary and (y) the Target Bonus, payable in the form of salary continuation for twelve (12) months following the date that the Executive’s employment terminates and (ii) provided that the Executive timely elects to continue his coverage and that of any eligible dependents in the Company’s group health plans under the federal law known as “COBRA” or similar state law, a monthly amount equal to the monthly health premiums for such coverage paid by the Company on behalf of the Executive and any eligible dependents immediately prior to the date that the Executive’s employment terminates until the earlier of (x) the date that is twelve (12) months following the date that the Executive’s employment terminates, (y) the date that the Executive and the Executive’s eligible dependents cease to be eligible for such COBRA coverage under applicable law or plan terms and (z) the date on which the Executive obtains health coverage from another employer. (ii) In the event of any termination of the Executive’s employment pursuant to Section 4(b) or 4(c) (and, for the avoidance of doubt, under circumstances which the Board in its sole discretion has determined would not constitute Cause under any of clauses (i) through (ix) of Section 4(a)) occurring at any time on or following a Change in Control, and subject to completion of and continuing compliance with the conditions set forth in Section 5(c), in addition to the payments and benefits provided in subsection (b) or (d)(i) above, as applicable, upon such termination of employment, the vesting and exercisability of all the Executive’s stock options and other equity-based awards that were outstanding as of the Change in Control will be accelerated in full (with any stock options and equity-based awards that are subject to performance-based vesting conditions vesting based on the greater of (x) the achievement of the applicable performance goals at target and (y) the actual level of achievement of the applicable performance goals, as determined by the Board or the Compensation Committee, in its respective sole discretion, in either case, determined as if any applicable service-based vesting requirement had been met).

Termination After Change in Control. (i) In the event of a change in Control, as defined below, any termination of the Executive’s Employee's employment pursuant to Section 4(b) or 4(c) (and, for with the avoidance Company within the remainder of doubt, under circumstances which the Board in its sole discretion has determined would not constitute Cause under any term of clauses (i) through (ix) of Section 4(a)) occurring on or within twelve (12) months after a this Agreement following such Change in Control (as defined below)Control, and subject to completion of and continuing compliance with whether by the conditions set forth in Section 5(c), in lieu of the payments and benefits set forth in subsection (b) above, (i) Employee or by the Company and whether with our without cause, the following shall occur: a. The provisions of Paragraphs 11 and 12 shall not apply and shall be void; b. The Company shall continue to pay the Executive Employee an amount equal to the sum of (x) the his then current Base Salary and (y) the Target Bonusregularly scheduled Incentive Bonus Payments, which would have been payable as calculated under Paragraph 5(b), during the remainder of the term of this Agreement or any extensions thereof, with the exception that, for purposes of this paragraph fifteen only, "Net Profits" as defined in the form paragraph five shall not ever be computed to be less than 15% of salary continuation for twelve (12) months following the date that the Executive’s employment terminates and (ii) provided that the Executive timely elects to continue his coverage and that of any eligible dependents in the Company’s 's gross revenues for the fiscal period in question; c. The Employee shall be entitled to continuation of coverage during the remainder of the term of this Agreement under all Company paid or partially paid health, disability, or group health life insurance plans under the federal law known or any retirement, pension, or profit sharing plans, in each case at such level as “COBRA” or similar state law, a monthly amount equal had been available to the monthly health premiums for such coverage paid by the Company on behalf of the Executive and any eligible dependents Employee immediately prior to the date that the Executive’s employment terminates until the earlier of (x) the date that is twelve (12) months following the date that the Executive’s employment terminates, (y) the date that the Executive and the Executive’s eligible dependents cease to be eligible for such COBRA coverage under applicable law or plan terms and (z) the date on which the Executive obtains health coverage from another employer. (ii) In the event of any termination of the Executive’s employment pursuant to Section 4(b) or 4(c) (and, for the avoidance of doubt, under circumstances which the Board in its sole discretion has determined would not constitute Cause under any of clauses (i) through (ix) of Section 4(a)) occurring at any time on or following a Change in Control, and subject to completion of the coverage, terms and continuing compliance with the conditions set forth in Section 5(c), in addition to the payments and benefits provided in subsection (b) or (d)(i) above, as applicable, upon such termination of employment, the vesting and exercisability plans; and d. Any unvested portion of all the Executive’s stock options held by the Employee, and other equity-based awards that were outstanding the right to complete the purchase of any shares of stock which the Employee has elected to purchase pursuant to any stock option plan adopted by the Company, as of the Change in Control will day immediately preceding the effective date of such termination, shall immediately vest and become exercisable and, for purposes of such options, such termination shall be accelerated in full (with any stock options and equity-based awards that are subject deemed to performance-based vesting conditions vesting based on the greater of (x) the achievement of the applicable performance goals at target and (y) the actual level of achievement of the applicable performance goals, as determined be a termination by the Board or the Compensation Committee, in its respective sole discretion, in either case, determined as if any applicable service-based vesting requirement had been met)Company without cause.

Termination After Change in Control. (ia) In the event of Cumulative to any termination other provision of the Executive’s employment pursuant to Section 4(b) or 4(c) (andEmployment Agreement, for the avoidance of doubtif, under circumstances which the Board in its sole discretion has determined would not constitute Cause under any of clauses (i) through (ix) of Section 4(a)) occurring on or within twelve (12) months two years after a Change change in Control (control of Corporation, Executive's employment with Corporation terminates for any reason, either voluntarily or involuntarily, other than by death, permanent disability or retirement at or after Executive's normal retirement date under Corporation's Retirement Plan, Corporation promptly will pay Executive, upon Executive's request, as defined below), and subject to completion of and continuing compliance with the conditions set forth in Section 5(c), in lieu of the payments and benefits set forth in subsection (b) above, (i) the Company shall pay the Executive an amount equal to the sum of (x) the Base Salary and (y) the Target Bonus, payable in the form of salary continuation for twelve (12) months following the date that the Executive’s employment terminates and (ii) provided that the Executive timely elects to continue his coverage and that of any eligible dependents in the Company’s group health plans under the federal law known as “COBRA” or similar state lawtermination compensation, a monthly amount equal to the monthly health premiums for such coverage paid by the Company on behalf of the Executive and any eligible dependents immediately prior to the date that the Executive’s employment terminates until the earlier of (x) the date that is twelve (12) months following the date that the Executive’s employment terminateslump sum amount, (y) the date that the Executive and the Executive’s eligible dependents cease to be eligible for such COBRA coverage under applicable law or plan terms and (z) the date on which the Executive obtains health coverage from another employer. (ii) In the event of any termination of the Executive’s employment pursuant to Section 4(b) or 4(c) (and, for the avoidance of doubt, under circumstances which the Board in its sole discretion has determined would not constitute Cause under any of clauses (i) through (ix) of Section 4(a)) occurring at any time on or following a Change in Control, and subject to completion of and continuing compliance with the conditions set forth in Section 5(c), in addition to the payments and benefits as provided in subsection (b) of this Section 15, and such other amounts as are provided in subsection (c) of this Section 15. For purposes of this Section, a "change in control of Corporation" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); provided that, without limitation, such a change in control of Corporation shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes the beneficial owner, directly or indirectly, of securities of Corporation representing 40% or more of the combined voting power of Corporation's then outstanding securities; or (d)(iii) aboveduring any period of two consecutive years, as applicable, upon individuals who at the beginning of such termination period constitute the Board of employment, Directors of Corporation cease for any reason to constitute at least a majority thereof unless the vesting and exercisability election of all the Executive’s stock options and other equityeach new director was approved by a vote of at least two-based awards that were outstanding as thirds of the Change directors then still in Control will be accelerated in full (with any stock options and equity-based awards that are subject to performance-based vesting conditions vesting based on office who were directors at the greater of (x) the achievement beginning of the applicable performance goals at target period. (b) The lump sum compensation payable to Executive (the "Severance Payment") shall be equal to the average annual compensation (including salary and (ybonuses under the Corporate Management Incentive Compensation Plan or any predecessor or successor annual incentive compensation plan) paid or payable by Corporation to Executive during the actual level of achievement five most recent calendar years ending before the date of the applicable performance goalschange in control of Corporation (the "Base Amount") multiplied by 2.99; provided, as determined however, if Executive voluntarily terminates his employment with Corporation, except after (i) any material adverse change in Executive's duties, location of employment or benefits, or (ii) any material adverse change to Executive in the application of the formula of the Corporate Management Incentive Compensation Plan or any modification in Corporation's accounting methods or practices materially adverse to Executive, including the assessment of a management fee, then the Severance Payment shall be equal to the highest annual compensation (including salary and bonuses under the Corporate Management Incentive Compensation Plan or any successor annual incentive compensation plan) paid or payable by Corporation to Executive for services rendered in any one of the Board or three calendar years ending with the Compensation Committee, in its respective sole discretion, in either case, determined as if any applicable service-based vesting requirement had been met)year of such termination.

Termination After Change in Control. (i) In the event of any termination of If the Executive’s employment pursuant to Section 4(b) is terminated by the Company without “Cause” or 4(c) (andby the Executive for “Good Reason”, for the avoidance of doubt, under circumstances which the Board in its sole discretion has determined would not constitute Cause under any of clauses (i) through (ix) of Section 4(a)) occurring either case on or within twelve twenty-four (1224) months after a Change in Control (as defined below), and subject to completion of and continuing compliance with the conditions set forth in Section 5(c)Severance Conditions, in lieu of the payments and benefits set forth in subsection (b) above, (i) the Company shall pay the Executive an amount equal to 1.5 multiplied by the sum of (x) the Base Salary and (y) the Target Bonus, payable in the form of salary continuation for twelve eighteen (1218) months following the date that the Executive’s employment terminates and (ii) provided that the Executive timely elects to continue his coverage and that of any eligible dependents in the Company’s group health plans under the federal law known as “COBRA” or similar state law, a monthly amount equal to the monthly health premiums for such coverage paid by the Company on behalf of the Executive and any eligible dependents immediately prior to the date that the Executive’s employment terminates until the earlier of (x) the date that is twelve eighteen (1218) months following the date that the Executive’s employment terminates, (y) the date that the Executive and the Executive’s eligible dependents cease to be eligible for such COBRA coverage under applicable law or plan terms and (z) the date on which the Executive obtains health coverage from another employer. (ii) In the event of any termination of If the Executive’s employment pursuant to Section 4(b) is terminated by the Company without “Cause” or 4(c) (andby the Executive for “Good Reason”, for the avoidance of doubt, under circumstances which the Board in its sole discretion has determined would not constitute Cause under any of clauses (i) through (ix) of Section 4(a)) occurring either case at any time on or following a Change in ControlControl (as defined below), and subject to completion of and continuing compliance with the conditions set forth in Section 5(c)Severance Conditions, in addition to the payments and benefits provided in under subsection (b) or (d)(id) above, as applicable, upon such termination of employment, the vesting and exercisability of all of the Executive’s stock options and other equity-based awards that there were outstanding as of the Change in Control will be accelerated in full (with any stock options and equity-based awards that are subject to performance-based vesting conditions vesting based on the greater of (x) the achievement of the applicable performance goals at target and (y) the actual level of achievement of the applicable performance goals, as determined by the Board or the Compensation Committee, in its respective sole discretion, in either case, determined as if any applicable service-based vesting requirement had been met)) and the Executive’s stock options will remain exercisable until the termination date stated in the grant notice underlying such stock options. (iii) For purposes of this agreement, “Change of Control” shall mean (x) a sale of all or substantially all the assets of the Company, (y) a merger into or consolidation of the Company with any other corporation, except any such merger or consolidation involving the Company or a subsidiary of the Company in which the holders of capital stock of the Company immediately prior to such a merger or consolidation continue to hold immediately following such merger or consolidation at least 50% by voting power of the capital stock of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation, or (z) any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Company’s voting stock is transferred, other than such a transaction completed primarily for equity financing purposes.

Termination After Change in Control. (i) In the event of any termination of the Executive’s employment pursuant to Section 4(b) or 4(c) (and, for the avoidance of doubt, under circumstances which the Board in its sole discretion has determined would not constitute Cause under any of clauses (i) through (ix) of Section 4(a)) occurring on or within twelve (12) months after a Change in Control (as defined below), and subject to completion of and continuing compliance with the conditions set forth in Section 5(c), in lieu of the payments and benefits set forth in subsection (b) above, (i) the Company shall pay the Executive an amount equal to the sum of (x) the Base Salary and (y) the Target Bonus, payable in the form of salary continuation for twelve (12) months following the date that the Executive’s employment terminates and (ii) provided that the Executive timely elects to continue his coverage and that of any eligible dependents in the Company’s group health plans under the federal law known as “COBRA” or similar state law, a monthly amount equal to the monthly health premiums for such coverage paid by the Company on behalf of the Executive and any eligible dependents immediately prior to the date that the Executive’s employment terminates until the earlier of (x) the date that is twelve (12) months following the date that the Executive’s employment terminates, (y) the date that the Executive and the Executive’s eligible dependents cease to be eligible for such COBRA coverage under applicable DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>_<<VER>> PRESERVELOCATION \* MERGEFORMAT law or plan terms and (z) the date on which the Executive obtains health coverage from another employer. (ii) In the event of any termination of the Executive’s employment pursuant to Section 4(b) or 4(c) (and, for the avoidance of doubt, under circumstances which the Board in its sole discretion has determined would not constitute Cause under any of clauses (i) through (ix) of Section 4(a)) occurring at any time on or following a Change in Control, and subject to completion of and continuing compliance with the conditions set forth in Section 5(c), in addition to the payments and benefits provided in subsection (b) or (d)(i) above, as applicable, upon such termination of employment, the vesting and exercisability of all the Executive’s stock options and other equity-based awards that were outstanding as of the Change in Control will be accelerated in full (with any stock options and equity-based awards that are subject to performance-based vesting conditions vesting based on the greater of (x) the achievement of the applicable performance goals at target and (y) the actual level of achievement of the applicable performance goals, as determined by the Board or the Compensation Committee, in its respective sole discretion, in either case, determined as if any applicable service-based vesting requirement had been met).

Termination After Change in Control. (ia) In the event of Cumulative to any termination other provision of the Executive’s employment pursuant to Section 4(b) or 4(c) (andEmployment Agreement, for the avoidance of doubtif, under circumstances which the Board in its sole discretion has determined would not constitute Cause under any of clauses (i) through (ix) of Section 4(a)) occurring on or within twelve (12) months two years after a Change change in Control (control of Corporation, Executive's employment with Corporation terminates for any reason, either voluntarily or involuntarily, other than death, permanent disability or retirement at or after Executive's normal retirement date under Corporation's Retirement Plan, Corporation promptly will pay Executive, upon Executive's request, as defined below), and subject to completion of and continuing compliance with the conditions set forth in Section 5(c), in lieu of the payments and benefits set forth in subsection (b) above, (i) the Company shall pay the Executive an amount equal to the sum of (x) the Base Salary and (y) the Target Bonus, payable in the form of salary continuation for twelve (12) months following the date that the Executive’s employment terminates and (ii) provided that the Executive timely elects to continue his coverage and that of any eligible dependents in the Company’s group health plans under the federal law known as “COBRA” or similar state lawtermination compensation, a monthly amount equal to the monthly health premiums for such coverage paid by the Company on behalf of the Executive and any eligible dependents immediately prior to the date that the Executive’s employment terminates until the earlier of (x) the date that is twelve (12) months following the date that the Executive’s employment terminateslump sum amount, (y) the date that the Executive and the Executive’s eligible dependents cease to be eligible for such COBRA coverage under applicable law or plan terms and (z) the date on which the Executive obtains health coverage from another employer. (ii) In the event of any termination of the Executive’s employment pursuant to Section 4(b) or 4(c) (and, for the avoidance of doubt, under circumstances which the Board in its sole discretion has determined would not constitute Cause under any of clauses (i) through (ix) of Section 4(a)) occurring at any time on or following a Change in Control, and subject to completion of and continuing compliance with the conditions set forth in Section 5(c), in addition to the payments and benefits as provided in subsection (b) of this Section 15, and such other amounts as are provided in subsection (c) of this Section 15. For purposes of this Section, a "change in control of Corporation" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); provided that, without limitation, such a change in control of Corporation shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes the beneficial owner, directly or indirectly, of securities of Corporation representing 40% or more of the combined voting power of Corporation's then outstanding securities; or (d)(iii) aboveduring any period of two consecutive years, as applicable, upon individuals who at the beginning of such termination period constitute the Board of employment, Directors of Corporation cease for any reason to constitute at least a majority thereof unless the vesting and exercisability election of all the Executive’s stock options and other equityeach new director was approved by a vote of at least two-based awards that were outstanding as thirds of the Change directors then still in Control will be accelerated in full (with any stock options and equity-based awards that are subject to performance-based vesting conditions vesting based on office who were directors at the greater of (x) the achievement beginning of the applicable performance goals at target period. (b) The lump sum compensation payable to Executive (the "Severance Payment") shall be equal to the average annual compensation (including salary and (ybonuses under the Corporate Management Incentive Compensation Plan or any predecessor or successor annual incentive compensation plan) paid or payable by Corporation to Executive during the actual level of achievement five most recent calendar years ending before the date of the applicable performance goalschange in control of Corporation (the "Base Amount") multiplied by 2.99; provided, as determined by however, if Executive voluntarily terminates his employment with Corporation, except after (i) any material adverse change in Executive's duties, location of employment or benefits, or (ii) any material adverse change to Executive in the Board application of the formula of the Corporate Management Incentive Compensation Plan or any modification in Corporation's accounting methods or practices materially adverse to Executive, including the Compensation Committeeassessment of a management fee, in its respective sole discretion, in either case, determined as if any applicable service-based vesting requirement had been met).then the Severance Payment shall be equal to the highest annual compensation (including salary and bonuses under the