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

Termination of Employment Following a Change of Control. (i) If a “Change of Control of the Company” occurs and either (A) Executive terminates his employment for Good Reason within twelve (12) months of the occurrence of a Change of Control of the Company or (B) the Company or purchaser terminates Executive’s employment other than for Cause, death or disability, then the Company shall pay to Executive in a single lump-sum payment an amount equal to the sum of: (1) the Minimum Termination Payments, and (2) an amount equal to the annual base salary rate then in effect for Executive. The Executive will also be eligible to continue his participation in the Company’s Health, Dental and Vision benefit plans upon the same terms and contributions in effect immediately prior to the Executive’s termination. Executive shall not be entitled to receive any such payment from the Company unless and until a general release is signed by the Executive in a form acceptable the Company. (ii) For purposes of this Agreement, a “Change of Control of the Company” shall be deemed to have occurred if: (A) the shareholders of the Company approve a definitive agreement to sell, transfer, or otherwise dispose of all or substantially all of the Company’s assets and properties; or (B) any “person” (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934) (other than ▇▇▇▇▇▇▇ Corporation or any affiliate of ▇▇▇▇▇▇▇ Corporation is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities; provided, however, that the following shall not constitute a “Change in Control” of the Company: (1) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities); or (2) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (C) the shareholders of the Company approve the dissolution or liquidation of the Company; or (D) the shareholders of the Company approve a definitive agreement to merge or consolidate the Company with or into another entity or entities, the result of which merger or consolidation is that less than 50% of the outstanding voting securities of the surviving or resulting entity are, or are to be, owned by holders of the Company’s common stock immediately prior to the merger.

Termination of Employment Following a Change of Control. (i) If a “Change of Control the Employee is an Employee of the Company” occurs and either (A) Executive terminates his employment for Good Reason within twelve (12) months of Company at the occurrence time of a Change of Control of and the Employee’s employment with the Company or terminates as a result of an Involuntary Termination at any time within eighteen (B18) months after a Change of Control and the Company or purchaser terminates Executive’s employment other than for CauseEmployee signs the release of claims pursuant to Section 7 hereto, death or disability, then the Company Employee shall pay to Executive in a single lump-sum payment an amount equal be entitled to the sum of: following severance benefits: (1) Twelve months of Employee’s base salary and any applicable allowances as in effect as of the Minimum Termination Paymentsdate of the termination or, and if greater, as in effect in the year in which the Change of Control occurs, less applicable withholding, payable in a lump sum within thirty (30) days of the Involuntary Termination; (2) an amount equal all stock options granted by the Company to the annual base salary rate then Employee prior to the Change of Control shall accelerate and become vested under the applicable option agreements to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse (notwithstanding any provision to the contrary in a “Stock Vesting Agreement” dated November 24, 2004 between Employee and the Company); (3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the Company to the Employee prior to the Change of Control for a period of two (2) years following the Termination Date; and (4) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for Executive. The Executive will also be the Employee (and any eligible to continue his participation in dependents) on the Companyday immediately preceding the Employee’s Health, Dental and Vision benefit plans upon the same terms and contributions in effect immediately prior to the Executive’s termination. Executive shall not be entitled to receive any such payment from the Company unless and until a general release is signed by the Executive in a form acceptable the Company. (ii) For purposes of this Agreement, a “Change of Control of the Company” shall be deemed to have occurred if: (A) the shareholders of the Company approve a definitive agreement to sell, transfer, or otherwise dispose of all or substantially all of the Company’s assets and properties; or (B) any “person” (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934) (other than ▇▇▇▇▇▇▇ Corporation or any affiliate of ▇▇▇▇▇▇▇ Corporation is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securitiesTermination Date; provided, however, that (i) the following shall not constitute Employee constitutes a “Change qualified beneficiary, as defined in Control” Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with such Company: -paid coverage until the earlier of (1i) any acquisition directly the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from the Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities); or (2) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (C) the shareholders of the Company approve the dissolution or liquidation of the Company; or (D) the shareholders of the Company approve a definitive agreement to merge or consolidate the Company with or into another entity or entities, the result of which merger or consolidation is that less than 50% of the outstanding voting securities of the surviving or resulting entity are, or are to be, owned by holders of the Company’s common stock immediately prior to the mergerTermination Date.

Termination of Employment Following a Change of Control. (i) If a “Change of Control of the Company” occurs and either (A) Executive terminates his employment for Good Reason within twelve (12) months of the occurrence of a Change of Control of the Company or (B) the Company or purchaser terminates Executive’s employment other than for Cause, death or disability, then the Company shall pay to Executive in a single lump-sum payment an amount equal to the sum of: (1) the Minimum Termination Payments, and (2) an amount equal to the annual base eighteen (18) months of salary rate then in effect for Executive. The Executive will also be eligible and a pro rated amount of any bonus payment provided for in any bonus program in which the Executive is then participating to continue his participation in the Company’s Health, Dental extent and Vision benefit plans upon on the same terms and contributions in effect immediately prior to conditions approved by the Executive’s terminationBoard of Directors or the Compensation Committee; and (3) the Non-Compete Payments. Executive shall not be entitled to receive any such payment from the Company unless and until a general release is signed by the Executive in a form acceptable the Company. (ii) For purposes of this Agreement, a “Change of Control of the Company” shall be deemed to have occurred if: (A) the shareholders of the Company approve a definitive agreement to sell, transfer, or otherwise dispose of all or substantially all of the Company’s assets and properties; or (B) any “person” (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934) (other than ▇▇▇▇▇▇▇ Corporation or any affiliate of ▇▇▇▇▇▇▇ Corporation (including Executive or any entity controlled by him) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing more than fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities; provided, however, that the following shall not constitute a “Change in Control” of the Company: (1) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities); or (2) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (C) the shareholders of the Company approve the dissolution or liquidation of the Company; or (D) the shareholders of the Company approve a definitive agreement to merge or consolidate the Company with or into another entity or entities, the result of which merger or consolidation is that less than 50% of the outstanding voting securities of the surviving or resulting entity are, or are to be, owned by holders of the Company’s common stock immediately prior to the merger.

Termination of Employment Following a Change of Control. (i) If a “Change of Control of the Company” occurs and either (Ai) Executive terminates his her employment for Good Reason within twelve (12) months of the occurrence of a Change of Control of the Company or (Bii) the Company or purchaser terminates Executive’s employment other than for Cause, death or disability, then the Company shall be obligated to pay to Executive the payments and benefits provided in a single lump-sum payment an amount equal to the sum of: (1Subsection 6(e)(ii) the Minimum Termination Paymentsabove, and (2) an amount equal to Executive’s vesting, if any, in the annual base salary rate then in effect for Executive. The Executive will also be eligible to continue his participation in performance-based stock awards granted under the Company’s Health, Dental and Vision benefit plans upon 2001 Long Term Incentive Plan shall be controlled exclusively by the same terms and contributions in effect immediately prior to conditions of the Executive’s termination. Executive shall not be entitled to receive any such payment from the Company unless and until a general release is signed by the Executive in a form acceptable the Company.Agreement attached hereto as Exhibit B. (ii) For purposes of this Agreement, a “Change of Control of the Company” shall be deemed to have occurred if: (A) the shareholders of the Company approve a definitive agreement to sell, transfer, or otherwise dispose of all or substantially all of the Company’s assets and properties; or (B) any “person” (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934) (other than ▇▇▇▇▇▇▇ Corporation or any affiliate of ▇▇▇▇▇▇▇ Corporation is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing more than fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities; provided, however, that the following shall not constitute a “Change in Control” of the Company: (1) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities); or (2) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (C) the shareholders of the Company approve the dissolution or liquidation of the Company; or (D) the shareholders of the Company approve a definitive agreement to merge or consolidate the Company with or into another entity or entities, the result of which merger or consolidation is that less than 50% of the outstanding voting securities of the surviving or resulting entity are, or are to be, owned by holders of the Company’s common stock immediately prior to the merger.