Common use of TERMINATION OF EMPLOYMENT AFTER A CHANGE IN CONTROL Clause in Contracts

TERMINATION OF EMPLOYMENT AFTER A CHANGE IN CONTROL. Subject to satisfaction of Section 4(d), if a Change in Control occurs and the Executive’s employment is terminated by the Company for any reason other than the Executive’s death, the Executive’s Disability or Cause, or is terminated by the Executive for Good Reason, in any such case within the six (6) months immediately preceding or the twelve (12) months immediately following such Change in Control, then the Executive shall be entitled to receive a payment equal to one times (1.0x) his then current Base Salary (or, if applicable, the Base Salary in effect on the date of the Executive’s prior Separation from Service), reduced by the Standard Severance Benefits, if any, to which Executive was entitled under Section 4(a) (the “Change in Control Severance Benefits”). Except as otherwise required under Section 6(b), Change in Control Severance Benefits shall be paid to the Executive in a lump sum no later than the forty-fifth (45th) day immediately following the later of the Executive’s Separation from Service and the Change in Control, provided the Executive first executes a release of any and all claims against the Company (set forth in Section 4(d), below) and the revocation period specified therein has expired without the Executive revoking such release. Notwithstanding the foregoing and for the avoidance of doubt, if the Executive’s employment is terminated by the Company for the Executive’s death, the Executive’s Disability or Cause or by the Executive without Good Reason, in any such case any time prior to or following a Change in Control, then the Executive shall not be entitled to or receive the Change in Control Severance Benefits. Furthermore, for the avoidance of doubt, in no event shall the Executive be entitled to receive both Standard Severance Benefits and Change in Control Severance Benefits in excess of one times (1.0x) his then current Base Salary (or, if applicable, the Base Salary in effect on the date of the Executive’s prior Separation from Service). (i) For purposes of this Agreement the term “Change in Control” shall mean any of the following transactions, as determined in the sole and absolute discretion of the Board:

TERMINATION OF EMPLOYMENT AFTER A CHANGE IN CONTROL. Subject to satisfaction of Section 4(d), if a Change in Control occurs and the ExecutiveEmployee’s employment is terminated by the Company for any reason other than the ExecutiveEmployee’s death, the ExecutiveEmployee’s Disability or Cause, or is terminated by the Executive Employee for Good Reason, in any such case within the six (6) months immediately preceding or the twelve (12) months immediately following such Change in Control, then the Executive Employee shall be entitled to receive a payment equal to one times (1.0x) 50% of his then current Base Salary (or, if applicable, the Base Salary in effect on the date of the ExecutiveEmployee’s prior Separation from Service), reduced by the Standard Severance Benefits, if any, to which Executive Employee was entitled under Section 4(a) (the “Change in Control Severance Benefits”). Except as otherwise required under Section 6(b), Change in Control Severance Benefits shall be paid to the Executive Employee in a lump sum no later than the forty-fifth (45th) day immediately following the later of the ExecutiveEmployee’s Separation from Service and the Change in Control, provided the Executive Employee first executes a release of any and all claims against the Company (set forth in Section 4(d), below) and the revocation period specified therein has expired without the Executive Employee revoking such release. Notwithstanding the foregoing and for the avoidance of doubt, if the ExecutiveEmployee’s employment is terminated by the Company for the ExecutiveEmployee’s death, the ExecutiveEmployee’s Disability or Cause or by the Executive Employee without Good Reason, in any such case any time prior to or following a Change in Control, then the Executive Employee shall not be entitled to or receive the Change in Control Severance Benefits. Furthermore, for the avoidance of doubt, in no event shall the Executive Employee be entitled to receive both Standard Severance Benefits and Change in Control Severance Benefits in excess of one times (1.0x) 50% of his then current Base Salary (or, if applicable, the Base Salary in effect on the date of the ExecutiveEmployee’s prior Separation from Service). (i) For purposes of this Agreement the term “Change in Control” shall mean any of the following transactions, as determined in the sole and absolute discretion of the Board: