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

Compensation Upon Termination Following a Change in Control. If, within thirty (30) months after the occurrence of a Change in Control, the Executive's employment is terminated other than (i) by the Company for Cause, (ii) by reason of death, Total Disability, or Retirement, or (iii) by the Executive without Good Reason, then, in addition to all obligations otherwise owing to the Executive on the Effective Date, the Company shall pay or provide to the Executive within sixty (60) days of the Effective Date the following: (I) a lump sum amount equal to the product of 2.5 and the sum of (a) the Executive's then Regular Annual Salary, and (b) the annual amount that would be paid to Executive pursuant to the Company's Performance Bonus Plan assuming that all performance levels had been achieved at maximum levels; (II) for a period of thirty (30) months following the Effective Date, (A) the continuation of health insurance, life insurance, and disability insurance benefits substantially the same as any such benefits provided to Executive immediately prior to the Effective Date by the Company under group insurance plans or otherwise, to the extent permissible under the terms of such plans to do so and if such coverage is not permitted, amounts necessary for premium payments for such coverage; (B) the continuation of Executive's car allowance, and club membership fees, if any (or an amount sufficient to cover such continued car allowance and club membership fees); and (III) the Tax Gross-Up Amount, if applicable. Except as specifically provided herein, no other payments or benefits will be furnished or paid, and all contributions or deductions, if any (other than deductions made in connection with the benefits specifically provided for herein, if any), shall cease as of the Effective Date. The Executive's employment shall be deemed to have been terminated within thirty (30) months after the occurrence of a Change in Control by the Company without Cause or by the Executive with Good Reason and the Executive shall be entitled to receive the payments described in this Section 6 (i) if terminated prior to a Change in Control without Cause at the direction of a person or entity who or that has entered into an agreement with the Company the consummation of which will constitute a Change in Control or (ii) if the Executive terminates his employment with Good Reason prior to a Change in Control (determined by treating a Potential Change in Control as a Change in Control in applying the definition of Good Reason) if the circumstance or event that constitutes Good Reason occurs at the direction of such person or entity.

Compensation Upon Termination Following a Change in Control. If, within thirty (30) months after the occurrence of a Change in Control, the Executive's ’s employment is terminated other than (i) by the Company for Cause, (ii) by reason of death, Total Disability, or Retirement, or (iii) by the Executive without Good Reason, then, in addition to all obligations otherwise owing to the Executive on the Effective Date, the Company shall pay or provide to the Executive within sixty (60) days of the Effective Date the following: (I) a lump sum amount equal to the product of 2.5 and the sum of (a) the Executive's ’s then Regular Annual Salary, and (b) the annual amount that would be paid to Executive pursuant to the Company's ’s Performance Bonus Plan assuming that all performance levels had been achieved at maximum levels; (II) for a period of thirty (30) months following the Effective Date, (A) the continuation of health insurance, life insurance, and disability insurance benefits substantially the same as any such benefits provided to Executive immediately prior to the Effective Date by the Company under group insurance plans or otherwise, to the extent permissible under the terms of such plans to do so and if such coverage is not permitted, amounts necessary for premium payments for such coverage; (B) the continuation of Executive's ’s car allowance, and club membership fees, if any (or an amount sufficient to cover such continued car allowance and club membership fees); and (IIIIll) the Tax Gross-Up Amount, if applicable. Except as specifically provided herein, no other payments or benefits will be furnished or paid, and all contributions or deductions, if any (other than deductions made in connection with the benefits specifically provided for herein, if any), shall cease as of the Effective Date. The Executive's ’s employment shall be deemed to have been terminated within thirty (30) months after the occurrence of a Change in Control by the Company without Cause or by the Executive with Good Reason and the Executive shall be entitled to receive the payments described in this Section 6 (i) if terminated prior to a Change in Control without Cause at the direction of a person or entity who or that has entered into an agreement with the Company the consummation of which will constitute a Change in Control or (ii) if the Executive terminates his employment with Good Reason prior to a Change in Control (determined by treating a Potential Change in Control as a Change in Control in applying the definition of Good Reason) if the circumstance or event that constitutes Good Reason occurs at the direction of such person or entity.

Compensation Upon Termination Following a Change in Control. If, within thirty (30) months after the occurrence of a Change in Control, the Executive's employment is terminated other than (i) by the Company for Cause, (ii) by reason of death, Total Disability, or Retirement, or (iii) by the Executive without Good Reason, then, in addition to all obligations otherwise owing to the Executive on the Effective Date, the Company shall pay or provide to the Executive within sixty (60) days of the Effective Date the following: (I) a lump sum amount equal to the product of 2.5 and the sum of (a) the Executive's then Regular Annual Salary, and (b) the annual amount that would be paid to Executive pursuant to the Company's Performance Bonus Plan assuming that all performance levels had been achieved at maximum levels; (II) for a period of thirty (30) months following the Effective Date, (A) the continuation of health insurance, life insurance, and disability insurance benefits substantially the same as any such benefits provided to Executive immediately prior to the Effective Date by the Company under group insurance plans or otherwise, to the extent permissible under the terms of such plans to do so and if such coverage is not permitted, amounts necessary for premium payments for such coverage; (B) the continuation of Executive's car allowance, and club membership fees, if any (or an amount sufficient to cover such continued car allowance and club membership fees); and (III) the Tax Gross-Up Amount, if applicable. Except as specifically provided herein, no other payments or benefits will be furnished or paid, and all contributions or deductions, if any (other than deductions made in connection with the benefits specifically provided for herein, if any), shall cease as of the Effective Date. The Executive's employment shall be deemed to have been terminated within thirty (30) months after the occurrence of following a Change in Control by the Company without Cause or by the Executive with Good Reason and the Executive shall be entitled to receive the payments described in this Section 6 (i) if terminated prior to a Change in Control without Cause at the direction of a person or entity who or that has entered into an agreement with the Company the consummation of which will constitute a Change in Control or (ii) if the Executive terminates his employment with Good Reason prior to a Change in Control (determined by treating a Potential Change in Control as a Change in Control in applying the definition of Good Reason) if the circumstance or event that constitutes Good Reason occurs at the direction of such person or entity.

Compensation Upon Termination Following a Change in Control. If, within thirty (30) months after the occurrence of a Change in Control, the Executive's employment is terminated other than (i) by the Company for Cause, (ii) by reason of death, Total Disability, or Retirement, or (iii) by the Executive without Good Reason, then, in addition to all obligations otherwise owing to the Executive on the Effective Date, the Company shall pay or provide to the Executive within sixty (60) days of the Effective Date the following: (I) a lump sum amount equal to the product of 2.5 and the sum of (a) the Executive's ’s then Regular Annual Salary, and (b) the annual amount that would be paid to Executive pursuant to the Company's ’s Performance Bonus Plan assuming that all performance levels had been achieved at maximum levels; (IIc) an amount equal to 12 months COBRA premiums payable to maintain insurance under the Company’s health insurance plan if Executive carried insurance prior to termination; (d) and an amount equal to 12 months premium payments for a period of thirty (30) months following the Effective Date, (A) the continuation of health insurance, life insurance, and disability insurance benefits substantially the same as any such benefits provided to Executive immediately prior to the Effective Date by the Company under group insurance plans or otherwise, to the extent permissible under the terms of such plans to do so and if such coverage is not permitted, amounts necessary for premium payments for such coverage; (Be) an amount equal to the continuation of Executive's ’s annual car allowance or lease payments, and annual club membership fees allowance, and club membership fees, if any (or an amount sufficient to cover such continued car allowance and club membership fees)any; and (IIIII) the Tax Gross-Up Amount, if applicable. Except as specifically provided herein, no other payments or benefits will be furnished or paid, and all contributions or deductions, if any (other than deductions made in connection with the benefits specifically provided for herein, if any), shall cease as of the Effective Date. The Executive's employment shall be deemed to have been terminated within thirty (30) months after the occurrence of a Change in Control by the Company without Cause or by the Executive with Good Reason and the Executive shall be entitled to receive the payments described in this Section 6 (i) if terminated prior to a Change in Control without Cause at the direction of a person or entity who or that has entered into an agreement with the Company the consummation of which will constitute a Change in Control or (ii) if the Executive terminates his employment with Good Reason prior to a Change in Control (determined by treating a Potential Change in Control as a Change in Control in applying the definition of Good Reason) if the circumstance or event that constitutes Good Reason occurs at the direction of such person or entity.

Compensation Upon Termination Following a Change in Control. If, within thirty (30) months after the occurrence of a Change in Control, the Executive's employment is terminated other than (i) by the Company for Cause, (ii) by reason of death, Total Disability, or Retirement, or (iii) by the Executive without Good Reason, then, in addition to all obligations otherwise owing to the Executive on the Effective Date, the Company shall pay or provide to the Executive within sixty (60) days of the Effective Date the following: (I) a lump sum amount equal to the product of 2.5 and the sum of (a) the Executive's ’s then Regular Annual Salary, and (b) the annual amount that would be paid to Executive pursuant to the Company's ’s Performance Bonus Plan assuming that all performance levels had been achieved at maximum levels; (IIc) an amount equal to 12 months COBRA premiums payable to maintain insurance under the Company’s health insurance plan if Executive carried insurance prior to termination; (d) and an amount equal to 12 months premium payments for a period of thirty (30) months following the Effective Date, (A) the continuation of health insurance, life insurance, and disability insurance benefits substantially the same as any such benefits provided to Executive immediately prior to the Effective Date by the Company under group insurance plans or otherwise, to the extent permissible under the terms of such plans to do so and if such coverage is not permitted, amounts necessary for premium payments for such coverage; (Be) an amount equal to the continuation of Executive's ’s annual car allowance or lease payments, and annual club membership fees allowance, and club membership fees, if any (or an amount sufficient to cover such continued car allowance and club membership fees)any; and (IIIII) the Tax Gross-Up Amount, if applicable. Except as specifically provided herein, no other payments or benefits will be furnished or paid, and all contributions or deductions, if any (other than deductions made in connection with the benefits specifically provided for herein, if any), shall cease as of the Effective Date. The Executive's employment shall be deemed to In addition, Executive would have been terminated within thirty (30) months after the occurrence of a Change in Control by the Company without Cause or by the Executive with Good Reason and the Executive shall be entitled to receive the payments put right described in this Section 6 (i) if terminated prior to a Change in Control without Cause at the direction of a person or entity who or that has entered into an agreement with the Company the consummation of which will constitute a Change in Control or (ii) if the Executive terminates his employment with Good Reason prior to a Change in Control (determined by treating a Potential Change in Control as a Change in Control in applying the definition of Good Reason) if the circumstance or event that constitutes Good Reason occurs at the direction of such person or entity7 hereof.