Common use of Payment Upon Change in Control Clause in Contracts

Payment Upon Change in Control. Notwithstanding any other provision in this Agreement to the contrary, if a “Change in Control” of the Company (as defined herein) shall occur during the Term, and after such Change in Control but prior to the end of the Term the Company terminates Employee’s employment without Cause with such termination being effective during the Term, in lieu of any other amounts payable under this Agreement, Employee shall be entitled to receive (i) an amount equal to twelve months of Employee’s Base Salary in effect as of the date of effectiveness of such termination in a lump sum payment, payable immediately upon cessation of employment, and (ii) a pro-rata portion of the Bonus, contingent on the Company’s achievement of any performance criteria relating to such Bonus, payable promptly following completion and filing of the Company’s year-end audit for the applicable year (such payments shall be net of appropriate tax and other withholdings, and are referred to collectively as the “Change in Control Payments”); provided, however, that if such Change in Control Payments, either alone or together with other payments or benefits, either cash or non-cash, that Employee has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to Employee under any plan for the benefit of employees, which would constitute an “excess parachute payment” (as defined in Section 280G of the Code), then such Change in Control Payments or other benefits shall be reduced to the largest amount that will not result in receipt by Employee of an excess parachute payment. A Change in Control will have no other effect on this Agreement, which will remain in full force and effect.

Payment Upon Change in Control. Notwithstanding any other provision in this Agreement to the contrary, if a “Change in Control” of the Company (as defined herein) shall occur during the Term, and after such Change in Control but prior to the end of the Term the Company terminates Employee’s employment without Cause with such termination being effective during the Term, in lieu of any other amounts payable under this Agreement, Employee shall be entitled to receive (i) an amount equal to twelve months vest in full in any portion of Employee’s Base Salary in effect the Restricted Stock Unit Award that has not become vested as of the date of effectiveness his termination and to receive (i) the greater of such termination (A) the Base Salary through the end of the Term and (B) fifty percent (50%) of the annual Base Salary, in either case in a lump sum payment, payable immediately upon cessation of employment, employment and (ii) a pro-rata portion of the Bonus, contingent on the Company’s achievement of any performance criteria relating to such Bonus, payable promptly following completion and filing of the Company’s year-end audit for the applicable year (such payments shall be net of appropriate tax and other withholdings, and are referred to collectively as the “Change in Control Payments”); provided, however, that if such Change in Control Payments, either alone or together with other payments or benefits, either cash or non-cash, that Employee has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to Employee under any plan for the benefit of employees, which would constitute an “excess parachute payment” (as defined in Section 280G of the Code), then such Change in Control Payments or other benefits shall be reduced to the largest amount that will not result in receipt by Employee of an excess parachute payment. A Change in Control will have no other effect on this Agreement, which will remain in full force and effect.

Payment Upon Change in Control. Notwithstanding any other provision in this Agreement to the contrary, if a “Change in Control” of the Company Control (as defined hereinin the Company’s 2006 Long-Term Incentive Plan; provided, however, that in no event shall the acquisition of additional securities by Coliseum Capital Management, LLC and/or its affiliates be considered a Change in Control for purposes of this Agreement) shall occur during the Term, Term and after such Change in Control but prior to the end of the Term the Company terminates and LogistiCare terminate Employee’s employment without Cause with such termination being effective during the Term, in lieu of any other amounts payable under this Agreementor Employee terminates Employee’s employment for Good Reason, Employee shall be entitled to receive all of the amounts and benefits specified in clauses (i) an amount – (v) of Section 6(a); provided that (i) the benefit set forth in clause (iii) of Section 6(a) shall equal to twelve the sum of (A) thirty (30) months of the Employee’s Base Salary in effect as of the date of effectiveness of such termination (for the avoidance of doubt, not taking into account any reduction thereof that triggers Good Reason, if applicable), and (B) two and one-half (2.5) multiplied by the target Bonus for the full fiscal year in which Employee’s employment is terminated, such sum payable in a lump sum payment, payable immediately upon cessation the effective date of employmentEmployee’s termination of employment (or, to the extent necessary to avoid the imposition of penalty taxes on Employee under Code Section 409A, in installments in accordance with the terms of clause (iii) of Section 6(a) if such termination occurs at any time after two (2) years following such Change in Control), and (ii) a pro-rata portion all equity awards granted under Section 3(b)(ii) or Section 3(b)(iii) of this Agreement that, as of the Bonusdate of such termination, contingent on the Company’s achievement of any performance criteria relating to such Bonus, payable promptly following completion and filing remain unvested shall fully vest as of the Company’s yeardate of such termination (with any performance-end audit for based awards outstanding at the applicable year (such payments shall be net time of appropriate tax and other withholdings, and are referred to collectively as the “Change in Control Payments”); provided, however, that if such Change in Control Payments, either alone or together with other payments or benefits, either cash or non-cash, that Employee has treated at the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to Employee under any plan for the benefit of employees, which would constitute an “excess parachute payment” (as defined in Section 280G time of the Code), then such Change in Control Payments in the manner determined by the Board generally for similarly situated senior executives of the Company and LogistiCare, without limiting the proviso clause below), with all Market Strike Options, Premium Priced Options and other stock option equity awards, if any, that are outstanding and vested (taking into account the terms of this Section 6(d)) as of the date of such termination shall remain outstanding and exercisable until the date that is the earlier of the third (3rd) anniversary of the date of such termination or other benefits shall be reduced to the largest amount that will not result in receipt by Employee expiration of an excess parachute paymentsuch stock option’s term. A Change in Control will have no other effect on this Agreement, which will remain in full force and effect; provided, that notwithstanding anything to the contrary in the Company’s 2006 Long-Term Incentive Plan or the applicable award agreement to the contrary, in the event any equity awards Employee holds which are unvested as of the consummation of such Change in Control are not assumed, substituted or replaced by the applicable entity acquiring the outstanding capital stock of the Company in connection with such Change in Control, such unvested equity awards shall automatically vest effective immediately prior to and contingent upon the consummation of such Change in Control (with any performance-based awards outstanding at the time of such Change in Control treated at the time of the Change in Control in the manner determined by the Board generally for similarly situated senior executives of the Company and LogistiCare without limiting the foregoing terms of this proviso clause).

Payment Upon Change in Control. Notwithstanding any other provision in this Agreement to the contrary, if a “Change in Control” of the Company (as defined herein) shall occur during the Term, and after such Change in Control but prior to the end of the Term the Company terminates Employee’s employment without Cause with such termination being effective during the Term, in lieu of any other amounts payable under this Agreement, Employee shall be entitled to receive (i) an amount equal to twelve months the product of Employee’s two multiplied by the Base Salary in effect as of the date of effectiveness of such termination Salary, in a lump sum payment, payable immediately upon cessation of employment, employment and (ii) a pro-rata portion of the Bonus, contingent on the Company’s achievement of any performance criteria relating to such Bonus, payable promptly following completion and filing of the Company’s year-end audit for the applicable year (such payments shall be net of appropriate tax and other withholdings, and are referred to collectively as the “Change in Control Payments”); provided, however, that if such Change in Control Payments, either alone or together with other payments or benefits, either cash or non-cash, that Employee has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to Employee under any plan for the benefit of employees, which would constitute an “excess parachute payment” (as defined in Section 280G of the Code), then such Change in Control Payments or other benefits shall be reduced to the largest amount that will not result in receipt by Employee of an excess parachute payment. A Change in Control will have no other effect on this Agreement, which will remain in full force and effect.

Payment Upon Change in Control. Notwithstanding any other provision in this Agreement to the contrary, if a “Change in Control” of the Company (as defined herein) ), shall occur during the Term, and after such prior to the 24 month anniversary of the consummation date of the Change in Control but prior to the end of the Term (A) the Company terminates Employee’s employment without Cause with such termination being effective during the TermCause, (B) Employee terminates his employment for Good Reason, in lieu of any other amounts payable under this Agreement, or (C) this Agreement expires by its terms and the Company does not offer to renew this Agreement for an additional term to expire no earlier than the 24 month anniversary of the consummation date of the Change in Control, Employee shall be entitled to receive (i) an amount equal to twelve months of Employee’s Base Salary in effect as of the date of effectiveness of such termination in a lump sum payment, payable immediately upon cessation of employment, and payment equal to $1.00 less than three (ii3) a pro-rata portion of times Employee’s average annual W-2 compensation from the Bonus, contingent on the Company’s achievement of any performance criteria relating to such Bonus, payable promptly following completion and filing of the Company’s year-end audit Company for the applicable year most recent five (such payments shall be net of appropriate tax and other withholdings, and are referred to collectively as 5) taxable years ending before the “date on which the Change in Control Payments”occurs (or such portion of such period during which Employee performed personal services for the Company); provided, however, that if such Change in Control Paymentslump sum payment, either alone or together with other payments or benefits, either cash or non-cash, that Employee has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to Employee under any plan for the benefit of employees, which would constitute an “excess parachute payment” (as defined in Section 280G of the Code), then such Change in Control Payments lump sum payment or other benefits benefit shall be reduced to the largest amount that will not result in receipt by Employee of an excess a parachute paymentpayment (“Change in Control Payment”). The Change in Control Payment will be paid to Employee within ten (10) days of his termination of employment following the Change in Control as provided above. A Change in Control will have no other effect on this Agreement, Agreement which will remain in full force and effect.

Payment Upon Change in Control. Notwithstanding any other provision in this Agreement to the contrary, if a “Change in Control” of the Company (as defined herein) shall occur during the Term, and after such Change in Control but prior to the end of the Term the Company terminates Employee’s employment without Cause with such termination being effective during the Term, in lieu of any other amounts payable under this Agreement, Employee shall be entitled to receive (i) an amount equal to twelve months the greater of Employee’s (A) the Base Salary in effect as through the end of the date Term and (B) fifty percent (50%) of effectiveness of such termination the annual Base Salary, in either case in a lump sum payment, payable immediately upon cessation of employment, employment and (ii) a pro-rata portion of the Bonus, contingent on the Company’s achievement of any performance criteria relating to such Bonus, payable promptly following completion and filing of the Company’s year-end audit for the applicable year (such payments shall be net of appropriate tax and other withholdings, and are referred to collectively as the “Change in Control Payments”); provided, however, that if such Change in Control Payments, either alone or together with other payments or benefits, either cash or non-cash, that Employee has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to Employee under any plan for the benefit of employees, which would constitute an “excess parachute payment” (as defined in Section 280G of the Code), then such Change in Control Payments or other benefits shall be reduced to the largest amount that will not result in receipt by Employee of an excess parachute payment. A Change in Control will have no other effect on this Agreement, which will remain in full force and effect.

Payment Upon Change in Control. Notwithstanding any other provision in this Agreement to the contrary, if a “Change in Control” of the Company (as defined herein) shall occur during the Term, and after such Change in Control but prior to the end of the Term the Company terminates Employee’s employment without Cause with such termination being effective during the Term, in lieu of any other amounts payable under this Agreement, Employee shall be entitled to receive (i) an amount equal to twelve months the greater of Employee’s (A) the Base Salary in effect as through the end of the date Term or (B) fifty percent (50%) of effectiveness of such termination the annual Base Salary, in either case in a lump sum payment, payable immediately upon cessation of employment, employment and (ii) a pro-rata portion of the Bonus, contingent on the Company’s achievement of any performance criteria relating to such Bonusthe EBITDA Target for the year during which termination occurred, payable promptly following completion and filing of the Company’s year-end audit for the applicable such year (such payments shall be net of appropriate tax and other withholdings, and are referred to collectively as the “Change in Control Payments”); provided, however, that if such Change in Control Payments, either alone or together with other payments or benefits, either cash or non-cash, that Employee has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to Employee under any plan for the benefit of employees, which would constitute an “excess parachute payment” (as defined in Section 280G of the Code), then such Change in Control Payments or other benefits shall be reduced to the largest amount that will not result in receipt by Employee of an excess parachute payment. A Change in Control will have no other effect on this Agreement, which will remain in full force and effect.