Common use of Termination and Change in Control Clause in Contracts

Termination and Change in Control. The Executive shall be entitled to receive the payments described in this Section 8(d) upon the termination of the Executive’s employment within eighteen (18) months following a Change in Control provided, that Executive executes a general release in the form attached hereto as Exhibit C, unless such termination is (i) for Cause, (ii) by reason of death or Disability, or (iii) by the Executive without Good Reason. In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive, Executive shall be entitled to receive, (i) within thirty (30) days after the applicable Date of Termination, a cash lump sum payment equal to the sum of (A) any accrued but unpaid salary as payable through such Date of Termination, and (B) two times the sum of (1) Executive’s Annual Salary as of the Date of Termination, and (2) the most recent Annual Bonus earned by the Executive pursuant to this Employment Agreement or, if higher, the Target Bonus Amount as of the Date of Termination, (ii) a prorated portion of Executive’s Annual Bonus through the Date of Termination, payable when and if it otherwise would have been payable, (iii) full and immediate vesting of any equity or equity-based awards (including stock options) then held by Executive, (iv) should Executive elect continuation of the medical and dental benefits under COBRA, payment of Executive’s costs for such coverage for a period of up to one year following the applicable Date of Termination; and (v) any other amounts or benefits required to be paid or provided, or which Executive is entitled to receive, as of the applicable Date of Termination, as provided for under any plan, program, policy, contract or agreement of the D&P Entities, including any severance plan or policy which is then applicable to Executive; provided, however, that if Executive is employed by an employer that is not a D&P Entity during the period provided for under Subsection (iv) above and is eligible to receive medical or dental benefits under such employer’s plans or is otherwise eligible to receive benefits under any governmental plan, then Executive shall no longer be entitled to such payments. For purposes of this Employment Agreement, the Executive’s employment shall be deemed to have been terminated without Cause following a Change in Control or by the Executive with Good Reason following a Change in Control if (x) the Executive’s employment is terminated without Cause prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control (y) the Executive’s employment is terminated without Cause in the ninety (90) period prior to or in anticipation of a Change in Control (whether or not a Change in Control ever occurs) or (z) if the Executive terminates his employment for Good Reason prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person.

Termination and Change in Control. The Executive shall be entitled to receive the payments described in this Section 8(d8(c) upon the termination of the Executive’s employment within eighteen (18) months following a Change in Control provided, that Executive executes a general release in the form attached hereto as Exhibit C, unless such termination is (i) for Cause, (ii) by reason of death or Disability, or (iii) by the Executive without Good Reason. In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive, Executive shall be entitled to receive, (i) within thirty (30) days after the applicable Date of Termination, a cash lump sum payment equal to the sum of (A) any accrued but unpaid salary as payable through such Date of Termination, and (B) two times the sum of (1) Executive’s Annual Salary as of the Date of Termination, and (2) the most recent Annual Bonus earned by the Executive pursuant to this Employment Agreement or, if higher, the Target Bonus Amount as of the Date of Termination, (ii) a prorated portion of Executive’s Annual Bonus through the Date of Termination, payable when and if it otherwise would have been payable, (iii) full and immediate vesting of any equity or equity-based awards (including stock options) then held by Executive, (iv) should Executive elect continuation of the medical and dental benefits under COBRA, payment of Executive’s costs for such coverage for a period of up to one year following the applicable Date of Termination; and (v) any other amounts or benefits required to be paid or provided, or which Executive is entitled to receive, as of the applicable Date of Termination, as provided for under any plan, program, policy, contract or agreement of the D&P Entities, including any severance plan or policy which is then applicable to Executive; provided, however, that if Executive is employed by an employer that is not a D&P Entity during the period provided for under Subsection (iv) above and is eligible to receive medical or dental benefits under such employer’s plans or is otherwise eligible to receive benefits under any governmental plan, then Executive shall no longer be entitled to such payments. For purposes of this Employment Agreement, the Executive’s employment shall be deemed to have been terminated without Cause following a Change in Control or by the Executive with Good Reason following a Change in Control if (x) the Executive’s employment is terminated without Cause prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control (y) the Executive’s employment is terminated without Cause in the ninety (90) period prior to or in anticipation of a Change in Control (whether or not a Change in Control ever occurs) or (z) if the Executive terminates his employment for Good Reason prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person.