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

Termination Following a Change in Control. Notwithstanding Section 4.01, if, following a Change in Control and prior to the end of the term of this Agreement, Executive’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Executive terminates his employment because of a decrease in his then current base salary or a substantial diminution in his position and responsibilities, the Company (or any successor thereto) shall pay Executive the following: (a) Two times Executive’s annual base salary in effect at the time of such termination. Such amount shall be paid periodically in accordance with the Company’s or successor’s customary payroll practices for executive employees. (b) An amount equal to the incentive compensation earned by or paid to Executive for the fiscal year immediately preceding the year in which Executive’s termination of employment occurs. Such amount shall be paid to Executive in a lump sum as soon as practicable after the date of his termination. (c) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (d) Continued coverage for Executive and/or Executive’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Executive’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the twelve month period beginning on the date of such termination, the Executive shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, the Executive shall be charged for such coverage in accordance with the provisions of COBRA.

Termination Following a Change in Control. Notwithstanding Section 4.01, if, following a Change in Control Control, and prior to the end of the term of this Agreement, ExecutiveManager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Executive Manager terminates his employment because of a decrease in his then current base salary or a substantial diminution in his position and responsibilities, the Company (or any successor thereto) shall pay Executive Manager the following: (a) Two times ExecutiveAn amount equal to Manager’s annual monthly base salary in effect at the time of such terminationtermination for a period of twelve (12) months thereafter. Such amount shall be paid periodically in accordance with the Company’s or successor’s customary payroll practices for executive employees. (b) An amount equal to the incentive compensation earned by or paid to Executive Manager for the fiscal year immediately preceding the year in which ExecutiveManager’s termination of employment occurs. Such amount shall be paid to Executive Manager in a lump sum as soon as practicable after the date of his termination. (c) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (d) Continued coverage for Executive Manager and/or ExecutiveManager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of ExecutiveManager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the twelve month period beginning on the date of such terminationtermination and ending at the end of the period described in Section 4.02(a), the Executive Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, the Executive Manager shall be charged for such coverage in accordance with the provisions of COBRA.

Termination Following a Change in Control. Notwithstanding Section 4.01, if, following a Change in Control and prior to the end of the term of this AgreementControl, Executive’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Executive terminates his employment because of a decrease in his then current base salary or a substantial diminution in his position and responsibilities, the Company (or any successor thereto) shall pay Executive the following: (a) Two times Executive’s annual base salary in effect at the time of such termination. Such amount shall be paid periodically in accordance with the Company’s or successor’s customary payroll practices for executive employees. (b) An amount equal to the incentive compensation earned by or paid to Executive for the fiscal year immediately preceding the year in which Executive’s termination of employment occurs. Such amount shall be paid to Executive in a lump sum as soon as practicable after the date of his termination. (c) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (d) Continued coverage for Executive and/or Executive’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Executive’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the twelve month period beginning on the date of such termination, the Executive shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, the Executive shall be charged for such coverage in accordance with the provisions of COBRA.

Termination Following a Change in Control. Notwithstanding Section 4.01, if, following a Change in Control Control, and prior to the end of the term of this Agreement, ExecutiveManager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Executive Manager terminates his employment because of a decrease in his then current base salary or a substantial diminution in his position and responsibilities, the Company (or any successor thereto) shall pay Executive Manager the following: (a) Two times ExecutiveAn amount equal to Manager’s annual monthly base salary in effect at the time of such terminationtermination for a period of twelve (12) months thereafter. Such amount shall be paid paid, at Manager’s election, in either a lump sum payment as soon as practicable following the date of such termination or periodically in accordance with the Company’s or successor’s customary payroll practices for executive Manager employees. (b) An amount equal to the incentive compensation earned by or paid to Executive Manager for the fiscal year immediately preceding the year in which ExecutiveManager’s termination of employment occurs. Such amount shall be paid to Executive Manager in a lump sum as soon as practicable after the date of his termination. (c) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (d) Continued coverage for Executive Manager and/or ExecutiveManager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of ExecutiveManager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the twelve month period beginning on the date of such terminationtermination and ending at the end of the period described in Section 4.02(a), the Executive Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, the Executive Manager shall be charged for such coverage in accordance with the provisions of COBRA.

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control Control, and prior to the end of the term of this Agreement, ExecutiveManager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Executive Manager terminates his employment because of a decrease in his then current base salary or a substantial diminution in his position and responsibilitiesfor Good Reason, the Company (or any successor thereto) shall pay Executive Manager the following: (ai) Two times ExecutiveAn amount equal to Manager’s annual monthly base salary in effect at the time of such terminationtermination for a period of twenty-four months and a lump sum of prior year’s bonus thereafter. Such amount shall be paid periodically in accordance with the Company’s or successor’s customary payroll practices for executive management employees. (bii) An amount equal to the incentive compensation earned by or paid to Executive Manager for the fiscal year immediately preceding the year in which ExecutiveManager’s termination of employment occurs. Such amount shall be paid to Executive Manager in a lump sum as soon as practicable after the date of his termination. (ciii) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (div) Continued coverage for Executive Manager and/or ExecutiveManager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of ExecutiveManager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the twelve month period beginning on the date of such terminationtermination and ending at the end of the period described in Section 4.02(a)(i) above, the Executive Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, the Executive Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. Notwithstanding Section 4.01, if, following a Change in Control Control, and prior to the end of the term of this Agreement, ExecutiveManager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Executive Manager terminates his employment because of a decrease in his then current base salary or a substantial diminution in his position and responsibilities, the Company (or any successor thereto) shall pay Executive Manager the following: (a) Two times ExecutiveAn amount equal to Manager’s annual monthly base salary in effect at the time of such terminationtermination for a period of twelve (12) months thereafter. Such amount shall be paid periodically in accordance with the Company’s or successor’s customary payroll practices for executive Manager employees. (b) An amount equal to the incentive compensation earned by or paid to Executive Manager for the fiscal year immediately preceding the year in which ExecutiveManager’s termination of employment occurs. Such amount shall be paid to Executive Manager in a lump sum as soon as practicable after the date of his termination. (c) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (d) Continued coverage for Executive Manager and/or ExecutiveManager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of ExecutiveManager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the twelve month period beginning on the date of such terminationtermination and ending at the end of the period described in Section 4.02(a), the Executive Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, the Executive Manager shall be charged for such coverage in accordance with the provisions of COBRA.

Termination Following a Change in Control. Notwithstanding Section 4.01, if, following a Change in Control Control, and prior to the end of the term of this Agreement, ExecutiveManager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Executive Manager terminates his employment because of a decrease in his then current base salary or a substantial diminution in his position and responsibilities, the Company (or any successor thereto) shall pay Executive Manager the following: (a) Two times ExecutiveAn amount equal to Manager’s annual monthly base salary in effect at the time of such terminationtermination for a period of twelve (12) months thereafter. Such amount shall be paid periodically in accordance with the Company’s or successor’s customary payroll practices for executive management employees. (b) An amount equal to the incentive compensation earned by or paid to Executive Manager for the fiscal year immediately preceding the year in which ExecutiveManager’s termination of employment occurs. Such amount shall be paid to Executive Manager in a lump sum as soon as practicable after the date of his termination. (c) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (d) Continued coverage for Executive Manager and/or ExecutiveManager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of ExecutiveManager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the twelve month period beginning on the date of such terminationtermination and ending at the end of the period described in Section 4.02(a), the Executive Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, the Executive Manager shall be charged for such coverage in accordance with the provisions of COBRA.

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control Control, and prior to the end of the term of this Agreement, Executive’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Executive terminates his employment because of a decrease in his then current base salary or a substantial diminution in his position and responsibilities, the Company (or any successor thereto) shall pay Executive the following: (ai) Two times An amount equal to Executive’s annual monthly base salary in effect at the time of such terminationtermination for a period of 24 months thereafter. Such amount shall be paid periodically in accordance with the Company’s or successor’s customary payroll practices for executive employees. (bii) An amount equal to the incentive compensation earned by or paid to Executive for the fiscal year immediately preceding the year in which Executive’s termination of employment occurs. Such amount shall be paid to Executive in a lump sum as soon as practicable after the date of his termination. (ciii) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (div) Continued coverage for Executive and/or Executive’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Executive’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the twelve month period beginning on the date of such termination, the Executive shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, the Executive shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control Control, and prior to the end of the term of this Agreement, ExecutiveManager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Executive Manager terminates his employment because of a decrease in his then current base salary or a substantial diminution in his position and responsibilitiesfor Good Reason, the Company (or any successor thereto) shall pay Executive Manager the following: (ai) Two times ExecutiveAn amount equal to Manager’s annual monthly base salary in effect at the time of such terminationtermination for a period of twelve months and a lump sum of prior year’s bonus thereafter. Such amount shall be paid periodically in accordance with the Company’s or successor’s customary payroll practices for executive management employees. (bii) An amount equal to the incentive compensation earned by or paid to Executive Manager for the fiscal year immediately preceding the year in which ExecutiveManager’s termination of employment occurs. Such amount shall be paid to Executive Manager in a lump sum as soon as practicable after the date of his termination. (ciii) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (div) Continued coverage for Executive Manager and/or ExecutiveManager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of ExecutiveManager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the twelve month period beginning on the date of such terminationtermination and ending at the end of the period described in Section 4.02(a)(i) above, the Executive Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, the Executive Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control Control, and prior to the end of the term of this Agreement, ExecutiveManager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Executive Manager terminates his employment because of a decrease in his then current base salary or a substantial diminution in his position and responsibilities, the Company (or any successor thereto) shall pay Executive Manager the following: (ai) Two times ExecutiveAn amount equal to Manager’s annual monthly base salary in effect at the time of such terminationtermination for a period of 12 months thereafter. Such amount shall be paid periodically in accordance with the Company’s or successor’s customary payroll practices for executive employees. (bii) An amount equal to the incentive compensation earned by or paid to Executive Manager for the fiscal year immediately preceding the year in which ExecutiveManager’s termination of employment occurs. Such amount shall be paid to Executive Manager in a lump sum as soon as practicable after the date of his termination. (ciii) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (div) Continued coverage for Executive Manager and/or ExecutiveManager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of ExecutiveManager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the twelve month period beginning on the date of such terminationtermination and ending at the end of the period described in Section 4.02(a), the Executive Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, the Executive Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control Control, and prior to the end of the term of this Agreement, ExecutiveManager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Executive Manager terminates his employment because of a decrease in his then current base salary or a substantial diminution in his position and responsibilitiesfor Good Reason, the Company (or any successor thereto) shall pay Executive Manager the following: (ai) Two times ExecutiveAn amount equal to Manager’s annual monthly base salary in effect at the time of such terminationtermination for a period of twenty-four (24) months and lump sum of prior year’s bonus thereafter. Such amount shall be paid periodically in accordance with the Company’s or successor’s customary payroll practices for executive management employees. (bii) An amount equal to the incentive compensation earned by or paid to Executive Manager for the fiscal year immediately preceding the year in which ExecutiveManager’s termination of employment occurs. Such amount shall be paid to Executive Manager in a lump sum as soon as practicable after the date of his termination. (ciii) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (div) Continued coverage for Executive Manager and/or ExecutiveManager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of ExecutiveManager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the twelve month period beginning on the date of such terminationtermination and ending at the end of the period described in Section 4.02(a)(i) above, the Executive Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, the Executive Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. Notwithstanding Section 4.01, if, If within two years following a Change in Control and prior to Control, the end of the term of this Agreement, Executive’s 's employment is terminated by the Company (or any successor thereto) for any reason (other than Cause, for reason of death or if Disability) or by the Executive terminates his employment because of a decrease in his then current base salary or a substantial diminution in his position and responsibilitiesfor Good Reason, the Company (or any successor thereto) shall pay the Executive the following: in cash in a lump sum to be paid as soon as practicable following termination (a) Two times Executive’s annual base salary but in effect at the time of no event later than 30 days following such termination. Such amount shall be paid periodically in accordance with the Company’s or successor’s customary payroll practices for executive employees. (b) An ), an amount equal to the incentive compensation sum of (a) the annual Base Salary of the Executive, and (b) the amount of all bonuses earned by or paid to Executive him (including any amounts deferred) for the fiscal year performance period that ended immediately preceding prior to the year performance period in which Executive’s termination of employment occurs. Such amount shall be paid to Executive in a lump sum as soon as practicable after the date of his termination. (c) The base salary and accrued but unused paid vacation time earned through the date of termination occurs. The Executive and any incentive compensation earned for the preceding fiscal year that is not yet paid. (d) Continued coverage for Executive and/or Executive’s family under his eligible dependents shall also be entitled, at the Company’s expense, to continue to participate in all welfare and health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Executive’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the twelve month period beginning benefit plans in which they were participating on the date of termination of the Executive's employment until the earlier of (x) the end of the Employment Period, or (z) the date he receives equivalent coverage and benefits under the plans and programs of a subsequent employer, and any such terminationcoverage and benefits actually received by the Executive and his dependents shall be reported to the Company. In addition, the Executive shall be charged for such coverage in entitled to (x) accelerated vesting upon the amount that he would have paid for such coverage had he remained employed by termination date of all outstanding equity awards not already accelerated upon the Company, and for the duration happening of the COBRA periodChange in Control, with all outstanding stock options or stock appreciation rights remaining exercisable for no less than one year or the Executive shall be charged remainder of the original term, if shorter, (y) payment of any earned but unpaid amounts, including bonuses for performance periods that ended prior to the termination date and any unreimbursed business expenses, with such coverage payment made in accordance with Company practices in effect on the provisions date of COBRAhis termination of employment, and (z) any other rights, benefits or entitlements in accordance with this Agreement or any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates. There shall be no Severance Period following a termination under this Section 6(h) or after a Change in Control following any termination pursuant Section 6(i).

Termination Following a Change in Control. Notwithstanding Section 4.01, if, following a Change in Control of Control, and prior to the end of the term of this Agreement, Executive’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Executive terminates his employment because of a decrease in his then current base salary or a substantial diminution in his position and responsibilities, the Company (or any successor thereto) shall pay Executive the following: (a) Two times The Executive’s annual base salary in effect at the time of such termination. Such amount shall be paid periodically in accordance with a lump sum payment as soon as practicable following the Company’s or successor’s customary payroll practices for executive employeesdate of such termination. (b) An amount equal to the incentive compensation earned by or paid to Executive for the fiscal year immediately preceding the year in which Executive’s termination of employment occurs. Such amount shall be paid to Executive in a lump sum as soon as practicable after the date of his termination. (c) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (d) Continued coverage for Executive and/or Executive’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose of the date of Executive’s termination of employment shall be considered the date of the “qualifying event” as such term is if defined by COBRA. During the twelve month period beginning on the date of such termination, the Executive shall be charged for such coverage overage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, the Executive shall be charged for such coverage in accordance with the provisions of COBRA.

Termination Following a Change in Control. Notwithstanding Section 4.01, if, following a Change in Control Control, and prior to the end of the term of this Agreement, ExecutiveManager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Executive Manager terminates his her employment because of a decrease in his her then current base salary or a substantial diminution in his her position and responsibilities, the Company (or any successor thereto) shall pay Executive Manager the following: (a) Two times ExecutiveAn amount equal to Manager’s annual monthly base salary in effect at the time of such terminationtermination for a period of twelve (12) months thereafter. Such amount shall be paid periodically in accordance with the Company’s or successor’s customary payroll practices for executive management employees. (b) An amount equal to the incentive compensation earned by or paid to Executive Manager for the fiscal year immediately preceding the year in which ExecutiveManager’s termination of employment occurs. Such amount shall be paid to Executive Manager in a lump sum as soon as practicable after the date of his her termination. (c) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (d) Continued coverage for Executive Manager and/or ExecutiveManager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of ExecutiveManager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the twelve month period beginning on the date of such terminationtermination and ending at the end of the period described in Section 4.02(a), the Executive Manager shall be charged for such coverage in the amount that he she would have paid for such coverage had he she remained employed by the Company, and for the duration of the COBRA period, the Executive Manager shall be charged for such coverage in accordance with the provisions of COBRA.

Termination Following a Change in Control. Notwithstanding Section 4.01, if, following a Change in Control Control, and prior to the end of the term of this Agreement, ExecutiveManager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Executive Manager terminates his her employment because of a decrease in his her then current base salary or a substantial diminution in his her position and responsibilities, the Company (or any successor thereto) shall pay Executive Manager the following: (a) Two times ExecutiveAn amount equal to Manager’s annual monthly base salary in effect at the time of such terminationtermination for a period of twelve (12) months thereafter. Such amount shall be paid paid, at Manager’s election, in either a lump sum payment as soon as practicable following the date of such termination or periodically in accordance with the Company’s or successor’s customary payroll practices for executive Manager employees. (b) An amount equal to the incentive compensation earned by or paid to Executive Manager for the fiscal year immediately preceding the year in which ExecutiveManager’s termination of employment occurs. Such amount shall be paid to Executive Manager in a lump sum as soon as practicable after the date of his her termination. (c) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (d) Continued coverage for Executive Manager and/or ExecutiveManager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of ExecutiveManager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the twelve month period beginning on the date of such terminationtermination and ending at the end of the period described in Section 4.02(a), the Executive Manager shall be charged for such coverage in the amount that he she would have paid for such coverage had he she remained employed by the Company, and for the duration of the COBRA period, the Executive Manager shall be charged for such coverage in accordance with the provisions of COBRA.

Termination Following a Change in Control. Notwithstanding Section 4.01, if, following a Change in Control Control, and prior to the end of the term of this Agreement, ExecutiveManager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Executive Manager terminates his employment because of a decrease in his then current base salary or a substantial diminution in his position and responsibilities, the Company (or any successor thereto) shall pay Executive Manager the following: (a) Two times ExecutiveAn amount equal to Manager’s annual monthly base salary in effect at the time of such terminationtermination for a period of twelve (12) months thereafter. Such amount shall be paid periodically in accordance with the Company’s or successor’s customary payroll practices for executive management employees. (b) An amount equal to the incentive compensation earned by or paid to Executive Manager for the fiscal year immediately preceding the year in which ExecutiveManager’s termination of employment occurs. Such amount shall be paid to Executive Manager in a lump sum as soon as practicable after the date of his termination. (c) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (d) Continued coverage for Executive Manager and/or ExecutiveManager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of ExecutiveManager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the twelve month period beginning on the date of such terminationtermination and ending at the end of the period described in Section 4.02(a), the Executive Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, the Executive Manager shall be charged for such coverage in accordance with the provisions of COBRA.

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control Control, and prior to the end of the term of this Agreement, ExecutiveManager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Executive Manager terminates his employment because of a decrease in his then current base salary or a substantial diminution in his position and responsibilities, the Company (or any successor thereto) shall pay Executive Manager the following: (ai) Two times ExecutiveAn amount equal to Manager’s annual monthly base salary in effect at the time of such terminationtermination for a period of 12 months thereafter. Such amount shall be paid periodically in accordance with the Company’s or successor’s customary payroll practices for executive Manager employees. (bii) An amount equal to the incentive compensation earned by or paid to Executive Manager for the fiscal year immediately preceding the year in which ExecutiveManager’s termination of employment occurs. Such amount shall be paid to Executive Manager in a lump sum as soon as practicable after the date of his termination. (ciii) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (div) Continued coverage for Executive Manager and/or ExecutiveManager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of ExecutiveManager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the twelve month period beginning on the date of such terminationtermination and ending at the end of the period described in Section 4.02(a), the Executive Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, the Executive Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. Notwithstanding Section 4.01, if, following a Change in Control Control, and prior to the end of the term of this Agreement, Executive’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Executive terminates his employment because of a decrease in his then current base salary or a substantial diminution in his position and responsibilities, the Company (or any successor thereto) shall pay Executive the following: (a) Two times An amount equal to Executive’s annual monthly base salary in effect at the time of such terminationtermination for a period of twenty-four (24) months thereafter. Such amount shall be paid periodically in accordance with the Company’s or successor’s customary payroll practices for executive employees. (b) An amount equal to the incentive compensation earned by or paid to Executive for the fiscal year immediately preceding the year in which Executive’s termination of employment occurs. Such amount shall be paid to Executive in a lump sum as soon as practicable after the date of his termination. (c) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (d) Continued coverage for Executive and/or Executive’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Executive’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the twelve month period beginning on the date of such termination, the Executive shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, the Executive shall be charged for such coverage in accordance with the provisions of COBRA.

Termination Following a Change in Control. Notwithstanding Section 4.01, if, following a Change in Control and prior to the end of the term of this Agreement, Executive’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Executive terminates his employment because of a decrease in his then current base salary or a substantial diminution in his position and responsibilities, the Company (or any successor thereto) shall pay Executive the following: (a) Two One times Executive’s annual base salary in effect at the time of such termination. Such amount shall be paid periodically in accordance with the Company’s or successor’s customary payroll practices for executive employees. (b) An amount equal to the incentive compensation earned by or paid to Executive for the fiscal year immediately preceding the year in which Executive’s termination of employment occurs. Such amount shall be paid to Executive in a lump sum as soon as practicable after the date of his termination. (c) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (d) Continued coverage for Executive and/or Executive’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Executive’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the twelve month period beginning on the date of such termination, the Executive shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, the Executive shall be charged for such coverage in accordance with the provisions of COBRA.

Termination Following a Change in Control. Notwithstanding Section 4.01, if, following a Change in Control Control, and prior to the end of the term of this Agreement, ExecutiveManager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Executive Manager terminates his employment because of a decrease in his then current base salary or a substantial diminution in his position and responsibilities, the Company (or any successor thereto) shall pay Executive Manager the following: (a) Two times ExecutiveAn amount equal to Manager’s annual monthly base salary in effect at the time of such terminationtermination for a period of twenty-four (24) months thereafter. Such amount shall be paid periodically in accordance with the Company’s or successor’s customary payroll practices for executive employees. (b) An amount equal to the incentive compensation earned by or paid to Executive Manager for the fiscal year immediately preceding the year in which ExecutiveManager’s termination of employment occurs. Such amount shall be paid to Executive Manager in a lump sum as soon as practicable after the date of his termination. (c) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (d) Continued coverage for Executive Manager and/or ExecutiveManager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of ExecutiveManager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the twelve month period beginning on the date of such terminationtermination and ending at the end of the period described in Section 4.02(a), the Executive Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, the Executive Manager shall be charged for such coverage in accordance with the provisions of COBRA.

Termination Following a Change in Control. Notwithstanding Section 4.01, if, following a Change in Control Control, and prior to the end of the term of this Agreement, ExecutiveManager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Executive Manager terminates his her employment because of a decrease in his her then current base salary or a substantial diminution in his her position and responsibilities, the Company (or any successor thereto) shall pay Executive Manager the following: (a) Two times ExecutiveAn amount equal to Manager’s annual monthly base salary in effect at the time of such terminationtermination for a period of twelve (12) months thereafter. Such amount shall be paid periodically in accordance with the Company’s or successor’s customary payroll practices for executive Manager employees. (b) An amount equal to the incentive compensation earned by or paid to Executive for the fiscal year immediately preceding the year in which Executive’s termination of employment occurs. Such amount shall be paid to Executive in a lump sum as soon as practicable after the date of his termination. (c) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (dc) Continued coverage for Executive Manager and/or ExecutiveManager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of ExecutiveManager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the twelve month period beginning on the date of such terminationtermination and ending at the end of the period described in Section 4.02(a), the Executive Manager shall be charged for such coverage in the amount that he she would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, the Executive Manager shall be charged for such coverage in accordance with the provisions of COBRA.