Common use of Upon a Change of Control Clause in Contracts

Upon a Change of Control. i. If a Change of Control (as defined below and including, without limitation, the Merger) occurs and if on the date of, or within one year following, such Change of Control (a "Change of Control Period"), the Company terminates Employee's employment with the Company other than for Cause or Employee terminates his employment with the Company for any reason and, in either event, Employee executes the Employee Release and does not revoke the same within the period stated in the Employee Release, then the Company: (A) shall pay Employee, within ten (10) business days after such termination, in cash and one lump sum, an amount (the "Change of Control Payment") equal to 1.5 times the greater of (1) the sum of the Base Salary and the amount of any Target Bonus paid or payable during the twelve (12) months following the date on which such termination occurs or (2) the sum of the Base Salary and the amount of any Target Bonus paid or payable to Employee during the twelve (12) months preceding the date on which such termination occurs, payable as provided below; and (B) shall pay the full cost of Employee's continued participation in the Company's group health and dental insurance plans for so long as Employee remains entitled to continue such participation under COBRA or any successor law and the applicable plan terms. Any decrease in Employee's Target Bonus that is approved by the Board or the Compensation Committee of the Board after the date a Change of Control occurs (the "Change of Control Date") and any decrease in Employee's Base Salary that occurs after the Change of Control Date shall be disregarded for purposes of the calculation set forth in the preceding clause (A). The Change of Control Payment shall be in lieu of any payments to or on behalf of Employee that may otherwise be required pursuant to Sections 5.d or 5.e.

Upon a Change of Control. i. If a Change of Control (as defined below and including, without limitation, the Merger) occurs and if on the date of, or within one year following, such Change of Control (a "Change of Control Period"), the Company terminates Employee's employment with the Company other than for Cause or Employee terminates his employment with the Company for any reason Good Reason and, in either event, Employee executes the Employee Release and does not revoke the same within the period stated in the Employee Release, then the Company: (A) shall pay Employee, within ten (10) business days after such termination, in cash and one lump sum, Employee an amount (the "Change of Control Payment") equal to 1.5 two times the greater of (1) the sum of the Base Salary and the amount of any Target Bonus paid or payable during the twelve (12) months following the date on which such termination occurs or (2) the sum of the Base Salary and the amount of any Target Bonus paid or payable to Employee during the twelve (12) months preceding the date on which such termination occurs, payable as provided below; and (B) shall pay the full cost of Employee's continued participation in the Company's group health and dental insurance plans for so long as Employee remains entitled to continue such participation under COBRA or any successor law and the applicable plan terms. Any decrease in Employee's Target Bonus and any decrease in Employee's Base Salary that is approved by the Board or the Compensation Committee of the Board occur after the date a Change of Control occurs (the "Change of Control Date") and any decrease in Employee's Base Salary that occurs after the Change of Control Date shall be disregarded for purposes of the calculation set forth in the preceding clause (A). The Change of Control Payment shall be in lieu of any payments to or on behalf of Employee that may otherwise be required pursuant to Sections 5.d or 5.e. Unless the Company and Employee agree otherwise in writing (in which case the Company shall pay the Change of Control Payment, net of all applicable federal and state taxes (including any excise tax), to Employee within thirty (30) days following date of the applicable notice of termination of Employee's employment), the Company shall continue to pay Employee his Base Salary, at the rate in effect on the date of such written notice or, if greater, the rate in effect immediately prior to the Change of Control Date, for a period of not less than ninety (90) days nor more than nine (9) months following the date of such written notice, as mutually agreed to by the Company and Employee (the "Continuation Period"), PROVIDED, that (i) in the absence of agreement between the Company and Employee as to the length of the Continuation Period, such period shall be nine (9) months and (ii) in any event, Employee may, at his option, terminate the Continuation Period after the ninetieth (90th) day thereof upon thirty (30) days' prior written notice to the Company. Within thirty (30) days following the last day of the Continuation Period, the Company shall pay to Employee an amount equal to the Change of Control Payment minus all payments of Base Salary paid to Employee for the Continuation Period, net of all applicable federal and state taxes (including any excise tax). During the Continuation Period, Employee shall continue to be considered an "employee" of the Company for purposes of participation in the Company's employee benefit plans pursuant to Section 1.d, subject to the terms of such plans, and for purposes of the Company's stock option plans and the stock option certificates covering the options then held by Employee. The Company hereby agrees to waive the provisions of Section 3 hereof during the Continuation Period, provided that Employee does not violate the provisions of Section 7 hereof during such period.

Upon a Change of Control. i. If a Change of Control (as defined below and including, without limitation, the Merger) occurs and if on the date of, or within one year following, such Change of Control (a "Change of Control Period"), the Company terminates Employee's employment with the Company other than for Cause or Employee terminates his employment with the Company for any reason and, in either event, Employee executes the Employee Release and does not revoke the same within the period stated in the Employee Release, then the Company: (A) shall pay Employee, within ten (10) business days after such termination, in cash and one lump sum, Employee an amount (the "Change of Control Payment") equal to 1.5 two times the greater of (1) the sum of the Base Salary and the amount of any Target Bonus paid or payable during the twelve (12) months following the date on which such termination occurs or (2) the sum of the Base Salary and the amount of any Target Bonus paid or payable to Employee during the twelve (12) months preceding the date on which such termination occurs, payable as provided below; and (B) shall pay the full cost of Employee's continued participation in the Company's group health and dental insurance plans for so long as Employee remains entitled to continue such participation under COBRA or any successor law and the applicable plan terms. Any decrease in Employee's Target Bonus that is approved by the Board or the Compensation Committee of the Board after the date a Change of Control occurs (the "Change of Control Date") and any decrease in Employee's Base Salary that occurs after the Change of Control Date shall be disregarded for purposes of the calculation set forth in the preceding clause (A). The Change of Control Payment shall be in lieu of any payments to or on behalf of Employee that may otherwise be required pursuant to Sections 5.d or 5.e. Unless the Company and Employee agree otherwise in writing (in which case the Company shall pay the Change of Control Payment, net of all applicable federal and state taxes (including any Section 4999 Tax, as defined in Section 5.g.iii), to Employee within thirty (30) days following date of the applicable notice of termination of Employee's employment), the Company shall continue to pay Employee his Base Salary, at the rate in effect on the date of such written notice or, if greater, the rate in effect immediately prior to the Change of Control Date, for a period of not less than ninety (90) days nor more than nine (9) months following the date of such written notice, as mutually agreed to by the Company and Employee (the "Continuation Period"), PROVIDED, that (i) in the absence of agreement between the Company and Employee as to the length of the Continuation Period, such period shall be nine (9) months and (ii) in any event, Employee may, at his option, terminate the Continuation Period after the ninetieth (90th) day thereof upon thirty (30) days' prior written notice to the Company. Within thirty (30) days following the last day of the Continuation Period, the Company shall pay to Employee an amount equal to the Change of Control Payment minus all payments of Base Salary paid to Employee for the Continuation Period, net of all applicable federal and state taxes (including any Section 4999 Tax). During the Continuation Period, Employee shall continue to be considered an "employee" of the Company for purposes of participation in the Company's employee benefit plans pursuant to Section 1.d, subject to the terms of such plans, and for purposes of the Company's stock option plans and the stock option certificates covering the options then held by Employee. The Company hereby agrees to waive the provisions of Section 3 hereof during the Continuation Period, provided that Employee does not violate the provisions of Section 7 hereof during such period.

Upon a Change of Control. i. If a Change of Control (as defined below and including, without limitation, the Merger) occurs and if on the date of, or within one year following, such Change of Control (a "Change of Control Period"), the Company terminates Employee's Executive’s employment with the Company hereunder other than for Cause or Employee terminates his employment with during the Company for any reason andTerm and within two (2) years following such Change of Control, then, in either eventlieu of any payments to or on behalf of Executive under Section 5.d or 5.e hereof, Employee executes the Employee Release and does not revoke the same within the period stated in the Employee Release, then the Company: , in addition to providing Executive the Final Payment, (A) shall pay EmployeeExecutive an amount equal to one year of Base Salary at the rate in effect at the date of termination or, if higher, on the date of the Change of Control, which amount shall be payable in a single lump sum within ten (10) business days after such termination, in cash and one lump sum, an amount (the "Change of Control Payment") equal to 1.5 times the greater of (1) the sum of the Base Salary and the amount of any Target Bonus paid or payable during the twelve (12) months following the date on which such termination occurs or (2) the sum of the Base Salary and the amount of any Target Bonus paid or payable to Employee during the twelve (12) months preceding the date on which such termination occurs, payable as provided below; Release Deadline and (B) shall pay the full cost of Employee's Executive’s continued participation in the Company's ’s group health and dental insurance plans for one year or, if less, for so long as Employee Executive remains entitled to continue such participation under COBRA or any successor law and the applicable plan termslaw. Any decrease in Employee's Target Bonus that is approved by the Board or the Compensation Committee The obligations of the Board after Company hereunder, however, other than for the date Final Payment, if any, are subject to Executive signing a Change timely and effective Employee Release in accordance with the rules specified in subsection (d) above. Notwithstanding the generality of Control occurs the foregoing, (the "Change of Control Date"i) and any decrease in Employee's Base Salary that occurs after if the Change of Control Date is not a “change in control event” (as that term is defined at Section 1.409A-3(i)(5) of the Treasury Regulations), so much of the amounts described in this paragraph as do not exceed the amounts that would have been payable to Executive under Section 5.d. or Section 5.e., as the case may be, had termination occurred prior to the Change of Control, and that constitute nonqualified deferred compensation subject to Section 409A of the Code, shall be disregarded for purposes paid in the same manner and on the same schedule as described in Sections 5.d. and 5.e., and (ii) if at the relevant time Executive is a Specified Employee, so much of the calculation set forth amounts payable hereunder as constitute nonqualified deferred compensation subject to Section 409A of the Code and that would be payable during the six-month period following Executive’s termination shall instead be accumulated and paid in a single lump sum upon the preceding clause (A). The Change day after the conclusion of Control Payment shall be in lieu of any payments to or on behalf of Employee that may otherwise be required pursuant to Sections 5.d or 5.esuch six-month period.

Upon a Change of Control. i. If (a) Except for termination pursuant to Sections F.2 or F.3 hereof, if within one (1) year after the completion of a Change of in Control (as defined below and including, without limitation, the Merger) occurs and if on the date of, or within one year following, such Change of Control (a "Change of Control Period"below), the Company terminates Employee's Executive’s employment with the Company other than for Cause is (i) terminated by the Bank or Employee terminates CVB or any successor to the Bank or CVB, or (ii) Executive resigns his employment with the Company Bank and CVB for any reason reason; or (iii) Executive is offered a position with any successor to the Bank or CVB at or around the time of such Change in Control, but decides that he does not wish to accept such a position and, as a result, Executive suffers a job loss (either by termination or resignation), Executive shall be entitled to receive an amount equal to two times Executive’s annual base salary for the last calendar year ended immediately preceding the Change in either eventControl, Employee plus two times the average annual bonus received for the last two calendar years ended immediately preceding the Change in Control. Such amounts, less applicable withholdings, employment and payroll taxes (which taxes shall be paid upon termination or resignation of Executive’s employment or at the time payments are made hereunder, as required by law), shall be paid (without interest or other adjustment) in 24 equal monthly installments on the first day following the effective date of the termination or resignation of the Executive’s employment and continuing for 23 successive months thereafter, provided that Executive executes the Employee Release agreement described in Section F.5 and does not revoke complies with Section G.4. below. This payment schedule is intended to comply with the same within requirements of Section 409A of the period stated in the Employee ReleaseInternal Revenue Code of 1986, then the Company: (A) shall pay Employee, within ten (10) business days after such termination, in cash and one lump sum, an amount as amended (the "Change of Control Payment"“Code”) equal and shall be interpreted consistently therewith. Notwithstanding anything to 1.5 times the greater of (1) contrary in this Agreement, to the sum extent required to comply with Section 409A of the Base Salary and the amount of any Target Bonus paid or payable during the twelve (12) months following the date on which such termination occurs or (2) the sum of the Base Salary and the amount of any Target Bonus paid or payable Code, if Executive is deemed to Employee during the twelve (12) months preceding the date on which such termination occurs, payable as provided below; and (B) shall pay the full cost of Employee's continued participation in the Company's group health and dental insurance plans for so long as Employee remains entitled to continue such participation under COBRA or any successor law and the applicable plan terms. Any decrease in Employee's Target Bonus that is approved by the Board or the Compensation Committee of the Board after the date be a Change of Control occurs (the "Change of Control Date") and any decrease in Employee's Base Salary that occurs after the Change of Control Date shall be disregarded “specified employee” for purposes of Section 409A(a)(2)(B) of the calculation set forth Code, Executive agrees that any non-qualified deferred compensation payments due to him under this Agreement in connection with a termination of employment that would otherwise have been payable at any time during the preceding clause (A). The Change six-month period immediately following such termination of Control Payment employment shall not be paid prior to, and shall instead be payable in lieu a lump sum as soon as practicable following, the expiration of any payments to or on behalf of Employee that may otherwise be required pursuant to Sections 5.d or 5.esuch six-month period.

Upon a Change of Control. i. (i) If a Change of Control (as defined below and includingoccurs during the Term of this Agreement and, without limitation, at the Merger) occurs and if on the date oftime of such occurrence, or within one year following, such Change the earlier of Control two (a "Change of Control Period")2) years thereafter and the Expiration Date, the Company terminates Employee's the Executive’s employment other than for Cause in accordance with Section 5(d) hereof or the Executive terminates his employment for Good Reason in accordance with Section 5(e), following the Date of Termination, the Company shall (i) pay to the Executive any Final Compensation that is due, such payment to be made on the next regular payroll date of the Company; and (ii) pay the Executive any Annual Bonus earned for the fiscal year immediately preceding that in which termination occurs, if unpaid on the Date of Termination, which Annual Bonus shall be payable on the date annual bonuses for that immediately preceding fiscal year are paid to Company executives generally. In addition, provided that the Executive meets all conditions to eligibility for the Severance Benefits as set forth in Section 5(d)(ii) hereof, the Executive shall be entitled to receive the Severance Benefits on the same terms as would have applied had his employment been terminated by the Company other than for Cause or Employee terminates his employment by the Executive for Good Reason prior to the occurrence of a Change of Control under Section 5(d)(i) hereof, except that (I) in lieu of providing the Executive Severance Pay during the Severance Pay Period in accordance with the Company for any reason and, in either event, Employee executes the Employee Release and does not revoke the same within the period stated in the Employee Release, then the Company: clause (A) of Section 5(d)(i), the Company, subject to Section 5(h)(i) hereof, shall pay Employeethe Executive, within ten on the Company’s next regular payday for its executives that follows the expiration of sixty (1060) business calendar days after such terminationfrom the Date of Termination, in cash and one a single lump sum, an amount (the "Change of Control Payment") sum payment equal to 1.5 2.99 times the greater of (1) the sum of the Base Salary (at the annual rate) and the amount of any Target Bonus paid (the “Enhanced Separation Pay”); (II) in lieu of the premium contributions that the Company would otherwise have provided under clause (B) of Section 5(d)(i) for participation by the Executive and his eligible dependents in the Company’s or payable during its successor’s group health, dental and vision plans (to the twelve extent offered by the Company) under COBRA, the Company shall pay the full premium cost and any required administrative fee for the duration specified in Section 5(d)(i)(B) (12provided that if this payment arrangement would cause any of the Company’s or its successor’s group health, dental or vision plans to fail the non-discrimination testing required by Section 105(h) months of the Code, the Company or its successor may, in its sole discretion, require that the contributions made by the Company or its successor be made on a taxable basis); (III) in lieu of the accelerated vesting and other treatment provided under clause (D) of Section 5(d)(i), to the extent such awards remain unvested and outstanding on the Date of Termination, the Cliff-Vested Restricted Stock, the Performance Restricted Stock (excluding any shares that shall have been forfeited prior to the Date of Termination for earlier failure to achieve a specified performance objective) and any additional restricted stock award granted to the Executive under Section 4(c)(iv) of this Agreement shall vest in full on the Accelerated Vesting Date; and (IV) in lieu of the accelerated vesting provided under clause (E) of Section 5(d)(i), any portion of the Option and any Additional Options that are unvested on the Date of Termination and have not yet expired in accordance with their terms shall vest in full and become exercisable on the Accelerated Vesting Date and shall remain exercisable until the earlier of the (y) end of the three (3) month period following the Date of Termination and (z) the date on which such termination occurs the option to which those shares are subject (whether it be the Option or (2) the sum one of the Base Salary and the amount of any Target Bonus paid or payable to Employee during the twelve (12Additional Options) months preceding the date on which such termination occurs, payable as provided below; and (B) shall pay the full cost of Employee's continued participation in the Company's group health and dental insurance plans for so long as Employee remains entitled to continue such participation under COBRA or any successor law and the applicable plan terms. Any decrease in Employee's Target Bonus that is approved by the Board or the Compensation Committee of the Board after the date a Change of Control occurs (the "Change of Control Date") and any decrease in Employee's Base Salary that occurs after the Change of Control Date shall be disregarded for purposes of the calculation set forth in the preceding clause (A). The Change of Control Payment shall be in lieu of any payments to or on behalf of Employee that may would otherwise be required pursuant to Sections 5.d or 5.e.expire..

Upon a Change of Control. i. (i) If a Change of Control (as defined below and includingoccurs hereafter and, without limitation, the Merger) occurs and if on the date of, or within one year following, twelve months following such Change of Control (a "Change of Control Period")Control, the Company terminates Employee's the Executive’s employment with the Company other than for Cause or Employee the Executive terminates his employment with the Company for any reason andGood Reason, then, in either eventlieu of any payments to or on behalf of the Executive under Section 5(d) or Section 5(e) hereof, and provided that the Executive signs a timely and effective Employee executes Release following termination of employment, within ten business days following the later of the effective date of the Employee Release and does not revoke or the same within the period stated in date the Employee ReleaseRelease signed by the Executive is received by the Chair of the Board, then the Company: Company shall pay (A) shall pay Employee, within ten (10) business days after such termination, in cash and one lump sum, an amount (the "Change of Control Payment") equal to 1.5 times the greater of (1) the sum of the Base Salary and the amount of any Target Bonus paid or payable during the twelve (12) months following the date on which such termination occurs or (2) the sum of the Base Salary and the amount of any Target Bonus paid or payable to Employee during the twelve (12) months preceding the date on which such termination occurs, payable as provided belowall Final Compensation; and (B) shall pay a lump sum payment to the Executive equal to the current annual Base Salary; (C) the full cost of Employee's the Executive’s continued participation in the Company's ’s group health and dental insurance plans for so long as Employee the Executive remains entitled to continue such participation under COBRA or any successor law applicable law, to a maximum of twelve (12) months; and (D) a lump sum amount to the Executive equal to the Termination Bonus. In addition, the Board shall cause the Accelerated Option to vest on the date the Executive’s employment terminates, and the applicable plan terms. Any decrease in Employee's Target Bonus Executive may exercise the Accelerated Option as of the date immediately following the later of (i) the effective date of the Employee Release or (ii) the date that is approved by the Board or the Compensation Committee Chair of the Board after receives the Employee Release, signed by the Executive. Further, on the later of the effective date of the Employee Release or the date a Change the Chair of Control occurs (the "Change Board receives the Employee Release, signed by the Executive, the Company shall provide for the Accelerated Stock Award. In the event of Control Date"termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(g) shall constitute the entire obligation of the Company to the Executive and any decrease in Employee's Base Salary that occurs after the Change of Control Date shall be disregarded for purposes obligation of the calculation set forth in Company to the preceding clause (A). The Change Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of Control Payment shall be in lieu of any payments to or on behalf of Employee that may otherwise be required pursuant to Sections 5.d or 5.ethe Executive’s employment hereunder.

Upon a Change of Control. i. If a Change of Control (as defined below and including, without limitation, the Merger) occurs and if on the date of, Company terminates Executive's employment hereunder other than for Cause during the Employment Term or Renewal Term and within one year following, two (2) years following such Change of Control (a "Change of Control Period"), the Company terminates Employee's employment with the Company other than for Cause or Employee Executive terminates his employment with the Company hereunder for any reason andduring the Employment Term or Renewal Term and within two (2) years following such Change of Control, then, in either eventlieu of any payments to or on behalf of Executive under Section 5.d or 5.e hereof, Employee executes the Employee Release and does not revoke the same within the period stated in the Employee Release, then the Company: , in addition to providing Executive the Final Payment, (A) shall pay EmployeeExecutive an amount equal to two times the sum of one year of Base Salary at the rate in effect at the date of termination or, if higher, on the date of the Change of Control plus a payment equal to the Target Bonus for which Executive is eligible, which amount shall be payable in a single lump sum within ten (10) business days after such termination, in cash and one lump sum, an amount (following the "Change of Control Payment") equal to 1.5 times the greater of (1) the sum later of the Base Salary and effective date of the amount of any Target Bonus paid Employee Release in the form attached hereto as Exhibit B or payable during the twelve (12) months following the date on which such termination occurs or (2) it is received by the sum of the Base Salary and the amount of any Target Bonus paid or payable to Employee during the twelve (12) months preceding the date on which such termination occurs, payable as provided below; Company and (B) shall pay the full cost of EmployeeExecutive's continued participation in the Company's group health and dental insurance plans for two years or, if less, for so long as Employee Executive remains entitled to continue such participation under COBRA applicable law. In addition, 100% of those Options which are not exercisable, and which have not been exercised and have not expired or any successor law been surrendered or cancelled, shall become exercisable upon such termination and shall otherwise be and remain exercisable in accordance with the applicable plan terms. Any decrease in Employee's Target Bonus that is approved by the Board or the Compensation Committee terms of the Board after Options subject to the date Option Agreement. The obligations of the Company hereunder, however, other than for the Final Payment, if any, are subject to Executive signing a Change timely and effective Employee Release in the form attached hereto as Exhibit B in accordance with the rules specified in subsection (d) above. Notwithstanding the generality of Control occurs the foregoing, (the "Change of Control Date"i) and any decrease in Employee's Base Salary that occurs after if the Change of Control Date is not a "change in control event" (as that term is defined at Section 1.409A-3(i)(5) of the Treasury Regulations), so much of the amounts described in this paragraph as does not exceed the amounts that would have been payable to Executive under Section 5.d. or Section 5.e., as the case may be, had termination occurred prior to the Change of Control, and that constitutes nonqualified deferred compensation subject to Section 409A of the Code, shall be disregarded for purposes paid in the same manner and on the same schedule as described in Sections 5.d. and 5.e., and (ii) if at the relevant time Executive is a Specified Employee, so much of the calculation set forth amounts payable hereunder as constitutes nonqualified deferred compensation subject to Section 409A of the Code and that would be payable during the six-month period following Executive's termination shall instead be accumulated and paid in a single lump sum upon the preceding clause (A). The Change day after the conclusion of Control Payment shall be in lieu of any payments to or on behalf of Employee that may otherwise be required pursuant to Sections 5.d or 5.esuch six-month period.

Upon a Change of Control. i. (i) If a Change of Control (as defined below and includingoccurs during the Term of this Agreement and, without limitation, at the Merger) occurs and if on the date oftime of such occurrence, or within one year following, such Change the earlier of Control two (a "Change of Control Period")2) years thereafter and the Expiration Date, the Company terminates Employee's the Executive’s employment other than for Cause in accordance with Section 5(d) hereof or the Executive terminates his employment for Good Reason in accordance with Section 5(e), following the Date of Termination, the Company shall (i) pay to the Executive any Final Compensation that is due, such payment to be made on the next regular payroll date of the Company; and (ii) pay the Executive any Annual Bonus earned for the fiscal year immediately preceding that in which termination occurs, if unpaid on the Date of Termination, which Annual Bonus shall be payable on the date annual bonuses for that immediately preceding fiscal year are paid to Company executives generally. In addition, provided that the Executive meets all conditions to eligibility for the Severance Benefits as set forth in Section 5(d)(ii) hereof, the Executive shall be entitled to receive the Severance Benefits on the same terms as would have applied had his employment been terminated by the Company other than for Cause or Employee terminates his employment by the Executive for Good Reason prior to the occurrence of a Change of Control under Section 5(d)(i) hereof, except that (I) in lieu of providing the Executive Severance Pay during the Severance Pay Period in accordance with the Company for any reason and, in either event, Employee executes the Employee Release and does not revoke the same within the period stated in the Employee Release, then the Company: clause (A) of Section 5(d)(i), the Company, subject to Section 5(h)(i) hereof, shall pay Employeethe Executive, within ten on the Company’s next regular payday for its executives that follows the expiration of sixty (1060) business calendar days after such terminationfrom the Date of Termination, in cash and one a single lump sum, an amount (the "Change of Control Payment") sum payment equal to 1.5 2.99 times the greater of (1) the sum of the Base Salary (at the annual rate) and the amount of any Target Bonus paid (the “Enhanced Separation Pay”); (II) in lieu of the premium contributions that the Company would otherwise have provided under clause (B) of Section 5(d)(i) for participation by the Executive and his eligible dependents in the Company’s or payable during its successor’s group health, dental and vision plans (to the twelve extent offered by the Company) under COBRA, the Company shall pay the full premium cost and any required administrative fee for the duration specified in Section 5(d)(i)(B) (12provided that if this payment arrangement would cause any of the Company’s or its successor’s group health, dental or vision plans to fail the non-discrimination testing required by Section 105(h) months of the Code or otherwise result in any fine or penalty to the Company under applicable law, the Company or its successor may, in its sole discretion, require that the contributions made by the Company or its successor be made on a taxable basis); (III) in lieu of the accelerated vesting and other treatment provided under clause (D) of Section 5(d)(i), to the extent such awards remain unvested and outstanding on the Date of Termination, any restricted stock or restricted stock unit award granted to the Executive shall vest in full on the Accelerated Vesting Date; and (IV) in lieu of the accelerated vesting and other treatment provided under clause (D) of Section 5(d)(i), any portion of the Option and any Additional Options that are unvested on the Date of Termination and have not yet expired in accordance with their terms shall vest in full and become exercisable on the Accelerated Vesting Date and shall remain exercisable until the earlier of the (x) end of the three (3) month period following the Date of Termination and (y) the date on which such termination occurs the option to which those shares are subject (whether it be the Option or (2) the sum one of the Base Salary and the amount of any Target Bonus paid or payable to Employee during the twelve (12Additional Options) months preceding the date on which such termination occurs, payable as provided below; and (B) shall pay the full cost of Employee's continued participation in the Company's group health and dental insurance plans for so long as Employee remains entitled to continue such participation under COBRA or any successor law and the applicable plan terms. Any decrease in Employee's Target Bonus that is approved by the Board or the Compensation Committee of the Board after the date a Change of Control occurs (the "Change of Control Date") and any decrease in Employee's Base Salary that occurs after the Change of Control Date shall be disregarded for purposes of the calculation set forth in the preceding clause (A). The Change of Control Payment shall be in lieu of any payments to or on behalf of Employee that may would otherwise be required pursuant to Sections 5.d or 5.eexpire.

Upon a Change of Control. i. If a Change of Control (Control, as defined below and includingin Paragraph 13 below, without limitationoccurs and, the Mergerwithin four (4) occurs and if on the date of, months prior to or within one year following, following such Change of Control (a "Change of Control Period")Control, the Company terminates Employeethe Executive's employment with the Company other than for Cause or Employee terminates his employment with the Company for any reason and, in either event, Employee executes the Employee Release and does not revoke the same within the period stated in the Employee Release, then the Company: (A) shall pay Employee, within ten (10) business days after as a result of such termination, in cash and one lump sum, an amount (the "Change of Control Payment") equal to 1.5 times the greater of (1) the sum of the Base Salary and the amount of any Target Bonus paid or payable during the twelve (12) months following the date on which such termination occurs or (2) the sum of the Base Salary and the amount of any Target Bonus paid or payable to Employee during the twelve (12) months preceding the date on which such termination occursControl, payable as provided below; and (B) shall pay the full cost of Employee's continued participation in the Company's group health and dental insurance plans for so long as Employee remains entitled to continue such participation under COBRA or any successor law and the applicable plan terms. Any decrease in Employee's Target Bonus that is approved by the Board or the Compensation Committee of the Board after the date a Change of Control occurs (the "Change of Control Date") and any decrease in Employee's Base Salary that occurs after the Change of Control Date shall be disregarded for purposes of the calculation set forth in the preceding clause (A). The Change of Control Payment shall be then, in lieu of any payments to the Executive under Paragraph 5(d) hereof, and provided that the Executive signs the Employee Release as specified in Paragraph 5(d), the Company shall: (i) in addition to the Final Compensation, for a period which is the greater of (A) the remaining portion of the initial term of this Agreement; and (B) eighteen months following the Separation Date, continue to pay the Executive the Base Salary at the rate in effect on the Separation Date, as modified by any reduction then in effect with respect to the base salaries of executives of the Company generally; and (ii) cause all shares subject to the Option, as defined in Paragraph 4(c) above, that are not exercisable on the Separation Date to immediately vest and become fully exercisable (the "Accelerated Options"). The Accelerated Options will remain exercisable until that date which is three months from the Separation Date (or, if the Separation Date occurs prior to the date the Change of Control occurs, until that date which is three months from the date the Change of Control occurs), after which date any Accelerated Options not exercised shall be forfeited and shall terminate. Except as otherwise expressly provided in this Paragraph 5(f), the terms and conditions of the Accelerated Options shall remain unchanged and shall be governed by the terms of the applicable stock option grants, agreements and plans and other restrictions or provisions generally applicable to options granted to Company employees, as these may be amended from time to time by the Company. In addition, provided that the Executive was employed for at least one hundred eighty (180) days during the fiscal year in which the Separation Date occurs, the Company shall pay the Executive any Bonus for such fiscal year, pro-rated based on behalf the number of Employee that may otherwise be required pursuant days during such fiscal year the Executive was employed by the Company. If the Executive made an 83(b) Election, the Company shall provide the Restricted Stock Benefit to Sections 5.d or 5.ethe Executive.

Upon a Change of Control. i. If a Change of Control (as defined below and including, without limitation, the Merger) occurs and if on the date of, Company terminates Executive's employment hereunder other than for Cause during the Employment Term or Renewal Term and within one year following, two (2) years following such Change of Control (a "Change of Control Period"), the Company terminates Employee's employment with the Company other than for Cause or Employee Executive terminates his employment with the Company hereunder for any reason andduring the Employment Term or Renewal Term and within two (2) years following such Change of Control, then, in either eventlieu of any payments to or on behalf of Executive under Section 5.d or 5.e hereof, Employee executes the Employee Release and does not revoke the same within the period stated in the Employee Release, then the Company: , in addition to providing Executive the Final Payment, (A) shall pay EmployeeExecutive an amount equal to one year of Base Salary at the rate in effect at the date of termination or, if higher, on the date of the Change of Control plus a payment equal to the Target Bonus for which Executive is eligible, which amount shall be payable in a single lump sum within ten (10) business days after such termination, in cash and one lump sum, an amount (the "Change of Control Payment") equal to 1.5 times the greater of (1) the sum of the Base Salary and the amount of any Target Bonus paid or payable during the twelve (12) months following the date on which such termination occurs or (2) the sum of the Base Salary and the amount of any Target Bonus paid or payable to Employee during the twelve (12) months preceding the date on which such termination occurs, payable as provided below; Release Deadline and (B) shall pay the full cost of EmployeeExecutive's continued participation in the Company's group health and dental insurance plans for two years or, if less, for so long as Employee Executive remains entitled to continue such participation under COBRA applicable law. In addition, 100% of those Options, or any successor law subsequently-awarded options, which are not exercisable and which have not been exercised and have not expired or been surrendered or cancelled, shall become exercisable upon such termination and shall otherwise be and remain exercisable in accordance with the applicable plan terms. Any decrease in Employee's Target Bonus that is approved by the Board or the Compensation Committee terms of the Board after Plan. Further, 100% of those restricted stock units which have not vested shall vest immediately upon such termination, in accordance with the date terms of the Plan. The obligations of the Company hereunder, however, other than for the Final Payment, if any, are subject to Executive signing a Change timely and effective Employee Release in accordance with the rules specified in subsection (d) above. Notwithstanding the generality of Control occurs the foregoing, (the "Change of Control Date"i) and any decrease in Employee's Base Salary that occurs after if the Change of Control Date is not a "change in control event" (as that term is defined at Section 1,409A-3(i)(5) of the Treasury Regulations), so much of the amounts described in this paragraph as does not exceed the amounts that would have been payable to Executive under Section 5.d. or Section 5.e., as the case may be, had termination occurred prior to the Change of Control, and that constitutes nonqualified deferred compensation subject to Section 409A of the Code, shall be disregarded for purposes paid in the same manner and on the same schedule as described in Sections 5.d. and 5.e., and (ii) if at the relevant time Executive is a Specified Employee, so much of the calculation set forth amounts payable hereunder as constitutes nonqualified deferred compensation subject to Section 409A of the Code and that would be payable during the six-month period following Executive's termination shall instead be accumulated and paid in a single lump sum upon the preceding clause (A). The Change day after the conclusion of Control Payment shall be in lieu of any payments to or on behalf of Employee that may otherwise be required pursuant to Sections 5.d or 5.esuch six-month period.

Upon a Change of Control. i. If a Change of Control (Control, as defined below and includingin Paragraph 13 below, without limitationoccurs, then if the Merger) occurs and if on the date of, or within one year following, such Change of Control (a "Change of Control Period"), the Company terminates EmployeeExecutive's employment with the Company shall terminate for any reason other than for Cause or Employee terminates his employment with by the Company for any reason andCause, in either event, Employee executes the Employee Release and does not revoke the same within the period stated in the Employee Release, then the Company: (A) shall pay Employee, within ten (10) business days after such termination, in cash and one lump sum, an amount (the "Change of Control Payment") equal to 1.5 times the greater of (1) the sum of the Base Salary and the amount of any Target Bonus paid or payable during the twelve (12) months following the date on which such termination occurs or (2) the sum of the Base Salary and the amount of any Target Bonus paid or payable to Employee during the twelve (12) months preceding the date on which such termination occurs, payable as provided below; and (B) shall pay the full cost of Employee's continued participation in the Company's group health and dental insurance plans for so long as Employee remains entitled to continue such participation under COBRA or any successor law and the applicable plan terms. Any decrease in Employee's Target Bonus that is approved by the Board or the Compensation Committee of the Board after the date a Change of Control occurs (the "Change of Control Date") and any decrease in Employee's Base Salary that occurs after the Change of Control Date shall be disregarded for purposes of the calculation set forth in the preceding clause (A). The Change of Control Payment shall be in lieu of any payments to the Executive under Paragraph 5(d) hereof and in addition to any payments to the Executive under Paragraph 5(e) hereof, and provided that the Executive signs the Employee Release specified in Paragraph 5(d), the Company shall: (i) in addition to the Final Compensation, make a on-time payment to Executive within 30 days of the Separation Date equal to Base Salary for one year at the then current rate; and (ii) cause all stock options that the Executive then holds that are not exercisable on the Separation Date to immediately vest and become fully exercisable (the "Accelerated Options") and cause to lapse any restrictions on any shares of restricted stock that the Executive then holds. The Accelerated Options will remain exercisable until that date which is three months from the Separation Date (or, if the Separation Date occurs prior to the date the Change of Control occurs, until that date which is three months from the date the Change of Control occurs), after which date any Accelerated Options not exercised shall be forfeited and shall terminate. Except as otherwise expressly provided in this Paragraph 5(f), the terms and conditions of the Accelerated Options shall remain unchanged and shall be governed by the terms of the applicable stock option grants, agreements and plans and other restrictions or provisions generally applicable to options granted to Company employees, as these may be amended from time to time by the Company. In addition, the Company shall pay the Executive any Bonus for such fiscal year, pro-rated based on behalf the number of Employee days during such fiscal year the Executive was employed by the Company. If the Executive's employment with the Company shall terminate under Section 5(d), and a Change of Control occurs within the ensuing four (4) months, the Company shall on the date of the Change of Control make a lump-sum payment to the Executive equal to the aggregate remaining Severance Payments and the difference between the exercise price and the fair market value (on the date of the Change of Control) on all stock options held by the Executive upon his termination that may otherwise be required pursuant to Sections 5.d were cancelled or 5.eexpired.