Common use of Termination After Clause in Contracts

Termination After. a Change of Control by the Company for its Convenience or due to Event of Termination. If, after a Change of Control, the Term of Employment is terminated by the Company for its convenience pursuant to Subsection 3(d) above or as a result of an Event of Termination pursuant to Subsection 3(e) above, the Company shall: (i) Continue to pay or provide to Executive the amounts and benefits described in Section 2 above until the Termination Date. (ii) Not later than the fifth (5th) business day following the Termination Date, pay Executive in cash an amount for any accrued and unpaid vacation pay. (iii) Within five (5) business days after the Termination Date, pay Executive an amount in cash equal to any earned but unpaid compensation under any incentive compensation plan in which Executive participated during the Term of Employment for all fiscal years completed during the Term of Employment. (iv) Provide any rights or benefits to which Executive may be entitled under COBRA, it being the intent of the parties to this Agreement that any such rights and benefits shall relate to the period of time immediately subsequent to the Twenty-Four Month Benefit Termination Date (as defined in clause (viii) of Subsection 4(c) below); and upon the expiration of any rights or benefits to which Executive is entitled under COBRA, provide to Executive the opportunity to continue to participate in all of the Company's group medical and dental insurance programs for the remainde of his life, provided Executive shall be obligated to pay the entire cost of his participation in any such program. (v) Provide, in accordance with the terms of any such plan, any rights or benefits to which Executive may be entitled under any tax qualified or non-tax qualified welfare or retirement plan of the Stant Group. (vi) Within five (5) business days after the Termination Date, pay Executive in cash an amount equal to two (2) times the sum of (a) the Base Salary in effect on the Measurement Date and (b) the maximum amount Executive could have earned for a full fiscal year under any incentive compensation plan in which Executive was participating on the Measurement Date (assuming full achievement of financial and personal targets, whether or not actually achieved or established) with respect to the year in which the Term of Employment ends (such sum being the "Measurement Amount"). (vii) Pay Executive in cash any unpaid compensation under any incentive compensation plan in which Executive participated during the Term of Employment (assuming full achievement of financial and personal targets, whether or not actually achieved or established) with respect to the year in which the Term of Employment ends. (viii) Either: (a) Provide Continued Participation under all insurance programs and welfare plans referred to in Subsection 2(c) above until the earlier of (i) the day Executive completes the eligibility waiting period under another employer's substantially equivalent insurance programs and welfare plans and (ii) the last day of the twenty-fourth (24th) month following the Termination Date (the "Twenty-Four Month Benefit Termination Date"), or (b) In the event the Company is unable, despite using its best efforts, to arrange or permit Executive's Continued Participation in any such program or plan as provided in clause (viii)(a) above, pay Executive a cash amount equal to the cost to Executive of obtaining benefits comparable to those which would have been provided to Executive pursuant to clause (viii)(a) above, such cash payment to be made to Executive in installments on the last day of each calendar month, each such installment to cover such costs as have been incurred by Executive for the preceding month. (ix) As to each defined benefit plan qualified under the Tax Code in which Executive was participating on the Measurement Date, pay Executive in cash an amount equal to the value of the additional plan benefit which would have accrued to Executive if Executive's employment with the Stant Group had continued until the Twenty-Four Month Benefit Termination Date, to the extent that Executive would have been vested in such benefit if Executive's employment with the Stant Group had continued until the Twenty-Four Month Benefit Termination Date. Any payments to be made to Executive under this clause (ix) shall be in addition to any benefits due to Executive under the terms of such plans and shall be made within five(5) business days after the Termination Date. Calculation of the value of any such benefit shall be made on the basis of the actuarial assumptions in use under such plan on the Measurement Date. (x) As to each defined contribution plan qualified under the Tax Code in which Executive was participating on the Measurement Date, pay Executive in cash an amount equal to the value of any additional contribution which would have been made to such plan by the Stant Group for Executive's account if Executive's employment with the Stant Group had continued until the Twenty-Four Month Benefit Termination Date, to the extent Executive would have been vested in such benefit if Executive's employment with the Stant Group had continued until the Twenty-Four Month Benefit Termination Date. (xi) As to any non-qualified pension plan of the Company, provide full credit for vesting and benefit accrual purposes (to the extent that compensation and years of service are relevant in computing benefits thereunder) until the Twenty-Four Month Benefit Termination Date based upon the assumption that during such period Executive had continued to receive annual compensation at a rate equal to the Measurement Amount. (xii) Provide Executive all fringe benefits which the Company was providing to Executive on the Measurement Date until the Twenty-Four Month Benefit Termination Date.

Termination After. a Change of Control by the Company for its Convenience or due to Event of Termination. If, after a Change of Control, the Term of Employment is terminated by the Company for its convenience pursuant to Subsection 3(d) above or as a result of an Event of Termination pursuant to Subsection 3(e) above, the Company shall: (i) Continue to pay or provide to Executive the amounts and benefits described in Section 2 above until the Termination Date. (ii) Not later than the fifth (5th) business day following the Termination Date, pay Executive in cash an amount for any accrued and unpaid vacation pay. (iii) Within five (5) business days after the Termination Date, pay Executive an amount in cash equal to any earned but unpaid compensation under any incentive compensation plan in which Executive participated during the Term of Employment for all fiscal years completed during the Term of Employment. (iv) Provide any rights or benefits to which Executive may be entitled under COBRA, it being the intent of the parties to this Agreement that any such rights and benefits shall relate to the period of time immediately subsequent to the Twenty-Four Month Benefit Termination Date (as defined in clause (viii) of Subsection 4(c) below); and upon the expiration of any rights or benefits to which Executive is entitled under COBRA, provide to Executive the opportunity to continue to participate in all of the Company's group medical and dental insurance programs for the remainde remainder of his life, provided Executive shall be obligated to pay the entire cost of his participation in any such program. (v) Provide, in accordance with the terms of any such plan, any rights or benefits to which Executive may be entitled under any tax qualified or non-tax qualified welfare or retirement plan of the Stant Group. (vi) Within five (5) business days after the Termination Date, pay Executive in cash an amount equal to two (2) times the sum of (a) the annual Base Salary in effect on the Measurement Date and (b) the maximum amount Executive could have earned for a full fiscal year under any incentive compensation plan in which Executive was participating on the Measurement Date (assuming full achievement of financial and personal targets, whether or not actually achieved or established) with respect to the year in which the Term of Employment ends (such sum being the "Measurement Amount"). (vii) Pay Executive in cash any unpaid compensation under any incentive compensation plan in which Executive participated during the Term of Employment (assuming full achievement of financial and personal targets, whether or not actually achieved or established) with respect to the year in which the Term of Employment ends. (viii) Either: (a) Provide Continued Participation under all insurance programs and welfare plans referred to in Subsection 2(c) above until the earlier of (i) the day Executive completes the eligibility waiting period under another employer's substantially equivalent insurance programs and welfare plans and (ii) the last day of the twenty-fourth (24th) month following the Termination Date (the "Twenty-Four Month Benefit Termination Date"), or (b) In the event the Company is unable, despite using its best efforts, to arrange or permit Executive's Continued Participation in any such program or plan as provided in clause (viii)(a) above, pay Executive a cash amount equal to the cost to Executive of obtaining benefits comparable to those which would have been provided to Executive pursuant to clause (viii)(a) above, such cash payment to be made to Executive in installments on the last day of each calendar month, each such installment to cover such costs as have been incurred by Executive for the preceding month. (ix) As to each defined benefit plan qualified under the Tax Code in which Executive was participating on the Measurement Date, pay Executive in cash an amount equal to the value of the additional plan benefit which would have accrued to Executive if Executive's employment with the Stant Group had continued until the Twenty-Four Month Benefit Termination Date, to the extent that Executive would have been vested in such benefit if Executive's employment with the Stant Group had continued until the Twenty-Four Month Benefit Termination Date. Any payments to be made to Executive under this clause (ix) shall be in addition to any benefits due to Executive under the terms of such plans and shall be made within five(5) business days after the Termination Date. Calculation of the value of any such benefit shall be made on the basis of the actuarial assumptions in use under such plan on the Measurement Date. (x) As to each defined contribution plan qualified under the Tax Code in which Executive was participating on the Measurement Date, pay Executive in cash an amount equal to the value of any additional contribution which would have been made to such plan by the Stant Group for Executive's account if Executive's employment with the Stant Group had continued until the Twenty-Four Month Benefit Termination Date, to the extent Executive would have been vested in such benefit if Executive's employment with the Stant Group had continued until the Twenty-Four Month Benefit Termination Date. Payments under this clause (x) shall be calculated as if Executive had made all required plan contributions at the maximum rate and had continued to receive annual compensation at a rate equal to the Measurement Amount. Any payments to be made to Executive under this clause (x) shall be in addition to any benefits due to Executive under the terms of such plans and shall be made within five (5) business days after the Termination Date. (xi) As to any non-qualified pension plan of the Company, provide full credit for vesting and benefit accrual purposes (to the extent that compensation and years of service are relevant in computing benefits thereunder) until the Twenty-Four Month Benefit Termination Date based upon the assumption that during such period Executive had continued to receive annual compensation at a rate equal to the Measurement Amount. (xii) Provide Executive all fringe benefits which the Company was providing to Executive on the Measurement Date until the Twenty-Four Month Benefit Termination Date. (xiii) Provide outplacement services to Executive at a firm of Executive's choosing satisfactory to the Company.

Termination After. a Change of Control by the Company for its Convenience or due to Event of Termination. If, after a Change of Control, the Term of Employment is terminated by the Company for its convenience pursuant to Subsection 3(d) above or as a result of an Event of or Termination pursuant to Subsection 3(e) above, the Company shall: (i) Continue to pay or provide to Executive the amounts and benefits described in Section 2 above until the Termination Date. (ii) Not later than the fifth (5th) business day following the Termination Date, pay Executive in cash an amount for any accrued and unpaid vacation pay. (iii) Within five (5) business days after the Termination Date, pay Executive an amount in cash equal to any earned but unpaid compensation under any incentive compensation plan in which Executive participated during the Term Team of Employment for all fiscal years completed during the Term of Employment. (iv) Provide any rights or benefits to which Executive may be entitled under COBRA, it being the intent of the parties to this Agreement that any such rights and benefits shall relate to the period of time immediately subsequent to the Twenty-Four Month Benefit Termination Date (as defined in clause (viii) of Subsection 4(c4(C) below); and upon the expiration of any rights or benefits to which Executive is entitled under COBRA, provide to Executive the opportunity to continue to participate in all of the Company's group medical and dental insurance programs for the remainde remainder of his life, provided Executive shall be obligated to pay the entire cost of his participation in any such program. (v) Provide, in accordance with the terms of any such plan, any rights or benefits to which Executive may be entitled under any tax qualified or non-tax qualified welfare or retirement plan of the Stant Group. (vi) Within five (5) business days after the Termination Date, pay Executive in cash an amount equal to two (2) times the sum of (a) the annual Base Salary in effect on the Measurement Date and (b) the maximum amount Executive could have earned for a full fiscal year under any incentive compensation plan in which Executive was participating on the Measurement Date (assuming full achievement of financial and personal targets, whether or not actually achieved or established) with respect to the year in which the Term of Employment ends (such sum being the "Measurement Amount"). (vii) Pay Executive in cash any unpaid compensation under any incentive compensation plan in which Executive participated during the Term of Employment (assuming full achievement of financial and personal targets, whether or not actually achieved or established) with respect to the year in which the Term of Employment ends. (viii) Either: (a) Provide Continued Participation under all insurance programs and welfare plans referred to in Subsection 2(c) above until the earlier of (i) the day Executive completes the eligibility waiting period under another employer's substantially equivalent insurance programs and welfare plans and (ii) the last day of the twenty-fourth (24th) month following the Termination Date (the "Twenty-Four Month Benefit Termination Date"), or (b) In the event the Company is unable, despite using its best efforts, to arrange or permit Executive's Continued Participation in any such program or plan as provided in clause (viii)(a) above, pay Executive a cash amount equal to the cost to Executive of obtaining benefits comparable to those which would have been provided to Executive pursuant to clause (viii)(a) above, such cash payment to be made to Executive in installments on the last day of each calendar month, each such installment to cover such costs as have been incurred by Executive for the preceding month. (ix) As to each defined benefit plan qualified under the Tax Code in which Executive was participating on the Measurement Date, pay Executive in cash an amount equal to the value of the additional plan benefit which would have accrued to Executive if Executive's employment with the Stant Group had continued until the Twenty-Four Month Benefit Termination Date, to the extent that Executive would have been vested in such benefit if Executive's employment with the Stant Group had continued until the Twenty-Four Month Benefit Termination Date. Any payments to be made to Executive under this clause (ix) shall be in addition to any benefits due to Executive under the terms of such plans and shall be made within five(5) business days after the Termination Date. Calculation of the value of any such benefit shall be made on the basis of the actuarial assumptions in use under such plan on the Measurement Date. (x) As to each defined contribution plan qualified under the Tax Code in which Executive was participating on the Measurement Date, pay Executive in cash an amount equal to the value of any additional contribution which would have been made to such plan by the Stant Group for Executive's account if Executive's employment with the Stant Group had continued until the Twenty-Four Month Benefit Termination Date, to the extent Executive would have been vested in such benefit if Executive's employment with the Stant Group had continued until the Twenty-Four Month Benefit Termination Date. (xi) As to any non-qualified pension plan of the Company, provide full credit for vesting and benefit accrual purposes (to the extent that compensation and years of service are relevant in computing benefits thereunder) until the Twenty-Four Month Benefit Termination Date based upon the assumption that during such period Executive had continued to receive annual compensation at a rate equal to the Measurement Amount. (xii) Provide Executive all fringe benefits which the Company was providing to Executive on the Measurement Date until the Twenty-Four Month Benefit Termination Date.