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

Termination Following a Change of Control. If, at any time during a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, the Company terminates the Executive's employment for a reason other than Cause, death, or Disability or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shall:

Termination Following a Change of Control. IfIf the Executive’s employment is terminated by the Company other than for Cause, at any time during a period commencing with or by the Executive for Good Reason, in either case within 18 months after a Change of Control and ending eighteen (18) months after such Change of Control, the Company terminates the Executive's employment for a reason other than Cause, death, or Disability or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shall:

Termination Following a Change of Control. If, at any time during a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, the Company terminates the Executive's ’s employment for a reason other than Cause, death, or Disability or the Executive terminates his employment with the Company for "“Good Reason" ” (provided, however, that any such termination by the Executive must occur promptly (andpromptly, and in any event, event within 90 days) , after the occurrence of the event or events constituting "“Good Reason"”), the Company shall:

Termination Following a Change of Control. If, at any time during within one year of a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, either the Company terminates the Executive's ’s employment for a reason other than Cause, death, or Disability without Cause or the Executive terminates his employment with the Company for "Good Reason" (provided, howeverthen, that in addition to any such termination by amounts to which the Executive must occur promptly (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason")may otherwise be entitled hereunder, the Company shall:

Termination Following a Change of Control. If, at any time during In the event of a period commencing with termination of the Executive’s employment within twelve (12) months following a Change of Control and ending eighteen (18) months after such Change of Control, either by the Company terminates the Executive's employment for a reason other than Cause, death, without Cause (in accordance with Section 5(d)) or Disability or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly for Good Reason (and, in any event, within 90 daysaccordance with Section 5(e)) after and provided that the occurrence Executive signs and returns (without revoking) a timely and effective Release of the event or events constituting "Good Reason"), the Company shall:Claims as set forth in Section 5(d):

Termination Following a Change of Control. (a) If, at any time during within 12 months following a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, the Company terminates the Executive's ’s employment for a reason without Cause, other than Cause, deathdue to death or Disability, or Disability or the Executive terminates his employment with the Company there is a Termination for "Good Reason" Reason (provided, however, that any such termination by the Executive must occur promptly (and, a “Change in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason"Control Termination”), the Executive shall be entitled to be paid by the Company shallfollowing the Date of Termination:

Termination Following a Change of Control. IfIf in anticipation of and within 90 days of, at any time or during a period commencing with of one (1) year following, a Change of Control and ending eighteen (18) months after such Change of Controlas hereinafter defined), the employment of the Executive is terminated by the Company terminates the Executive's employment for a any reason other than Cause, death, or Disability or if the Executive terminates his employment with the Company for "Good Reason" is subject to Constructive Termination (provided, however, that any such termination by the Executive must occur promptly (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason"as hereinafter defined), the Company shall:benefits shall be payable under this Section 12.2.

Termination Following a Change of Control. If, at any time In the event Executive’s employment is terminated as a result of either (i) termination by the Company without Cause or (ii) termination by Executive for Good Reason during a the period commencing with beginning three (3) months prior to the consummation of a Change of Control and ending eighteen (18) months after such following the consummation of a Change of Control, Control (the Company terminates the Executive's employment for a reason other than Cause, death, or Disability or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, “Change in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason"Control Severance Period”), the Company shallthen:

Termination Following a Change of Control. If, at any time during following a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, the Company terminates the Corporation shall terminate Executive's ’s employment for a reason other than for death, Disability or Cause, deathwithin 18 months after the date upon which a Change of Control occurs, or Disability or if Executive shall terminate his employment within 6 months following a Triggering Event, then the Executive terminates his employment with shall be entitled to the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shallfollowing:

Termination Following a Change of Control. If, at any time during a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, the Company terminates the Executive's ’s employment for a reason other than Cause, death, or Disability or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shall:shall pay to the Executive the Final Compensation (as such term is defined in the Employment Letter) in accordance with the terms of the Employment Letter, and, subject to the Executive’s satisfaction of the Release Condition (as such term is defined in Section 3 below):

Termination Following a Change of Control. If, at any time during a period commencing with a Change of Control and ending eighteen If Executive’s employment is terminated within twelve (1812) months after such following a Change of Control, the Company terminates severance and other benefits to which Executive is entitled shall be governed by the Executive's employment for a reason other than Cause, death, or Disability or the Executive terminates his employment with Management Retention Agreement then in effect between the Company for "Good Reason" and Executive (provided, however, that any such termination by which includes the Executive must occur promptly (and, in any event, within 90 days) after the occurrence definition of the event or events constituting "Good Reason"Change of Control), the Company shall:.

Termination Following a Change of Control. If, In the event of a "Change of Control" (as defined in Schedule A hereto) Executive may for any reason or for no reason terminate Executive's employment within 13 months following the Change of Control. Such termination may be effected by Executive giving to the Company a Notice of Termination which complies with Section 6 hereof at any time during a period commencing with a Change of Control within such 13 month period, and ending eighteen (18) months after such Change of Control, the Company terminates the Executive's employment for a reason other than Cause, death, or Disability or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination shall be deemed to be a termination by the Executive must occur promptly (and, in any event, within 90 days) after the occurrence of the event or events constituting "for Good Reason"), the Company shall:.

Termination Following a Change of Control. If, at any time during following a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, the Company terminates the Corporation shall terminate Executive's employment for a reason other than for death, Disability or Cause, deathwithin 18 months after the date upon which a Change of Control occurs, or Disability or if Executive shall terminate his employment within 6 months following a Triggering Event, then the Executive terminates his employment with shall be entitled to the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shallfollowing:

Termination Following a Change of Control. (a) If, at any time during within 12 months following a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, the Company terminates the Executive's ’s employment for a reason other than without Cause, death, or Disability or the Executive terminates his employment with the Company there is a Termination for "Good Reason" Reason (provided, however, that any such termination by the Executive must occur promptly (and, a “Change in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason"Control Termination”), the Executive shall be entitled to be paid by the Company shallfollowing the Date of Termination:

Termination Following a Change of Control. If(a) Notwithstanding the provisions of Section 1 and 2 above, if, at any time during a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, the Company terminates the Executive's employment for a reason other than Cause, death, or Disability without Cause or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the -------- ------- Executive must occur promptly (and, and in any event, event within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shall:

Termination Following a Change of Control. If, at any time during a period commencing If Executive’s employment with a Change of Control and ending eighteen (18) months after such Change of Control, the Company terminates the Executive's employment for a reason other than for Cause, death, or Disability or at any time between the period beginning on the Change of Control Trigger Date and ending twelve (12) months after a Change of Control, then, subject to Executive terminates his employment executing and not revoking a standard form of release of claims with the Company for "Good Reason" (providedand complying with Section 10 of this Agreement, however, that any such termination by Executive shall be entitled to the Executive must occur promptly (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shallfollowing severance benefits:

Termination Following a Change of Control. (a) If, at any time during a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, the Company terminates the Executive's employment for a reason other than Cause, death, or Disability or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shall:

Termination Following a Change of Control. If, at any time during If the Company shall terminate the Executive's employment within three (3) years following the occurrence of a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, or if the Company terminates the Executive's Executive shall terminate his employment for a reason other than Causeany reason, death, or Disability or the Executive terminates at his employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, in any eventdiscretion, within 90 daysthree (3) after the occurrence of the event or events constituting "Good Reason"), the Company shall:years

Termination Following a Change of Control. If, at any time during In the event of a period commencing with termination of the Executive's employment within twelve (12) months following a Change of Control and ending eighteen (18) months after such Change of Control, either by the Company terminates the Executive's employment for a reason other than Cause, death, without Cause (in accordance with Section 5(d)) or Disability or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly for Good Reason (and, in any event, within 90 daysaccordance with Section 5(e)) after and provided that the occurrence Executive signs and returns (without revoking) a timely and effective Release of the event or events constituting "Good Reason"), the Company shall:Claims as set forth in Section 5(d):

Termination Following a Change of Control. If, at any time during a period commencing with a Change of Control and ending eighteen If Executive’s employment is terminated within twelve (1812) months after such following a Change of Control, the Company terminates the Executive's employment for a reason severance and other than Causebenefits to which Executive is entitled, deathif any, or Disability or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination shall be governed by the Executive must occur promptly Management Retention Agreement (and, in any event, within 90 days) after which includes the occurrence definition of the event or events constituting "Good Reason"Change of Control), the Company shall:.

Termination Following a Change of Control. If, at any time during a period commencing with a Change of Control and ending eighteen If Executive's employment is terminated within twelve (1812) months after such following a Change of Control, the Company terminates the Executive's employment for a reason severance and other than Causebenefits to which Executive is entitled, deathif any, or Disability or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination shall be governed by the Executive must occur promptly Management Retention Agreement (and, in any event, within 90 daysas amended and restated) after (which includes the occurrence definition of the event or events constituting "Good Reason"Change of Control), the Company shall:.

Termination Following a Change of Control. If, at any time during a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, the Company terminates the Executive's ’s employment for a reason other than Cause, death, or Disability or the Executive terminates his employment with the Company for "“Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason")”, the Company shall:, subject to the Executive’s satisfaction of the Release Condition (as such term is defined in Section 3 below):

Termination Following a Change of Control. If, at any time during within three years of a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, either the Company terminates the Executive's employment for a reason other than Cause, death, or Disability without Cause or the 2 Executive terminates his her employment with the Company for "Good Reason" (provided, howeverthen, that in addition to any such termination by amounts to which the Executive must occur promptly (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason")may otherwise be entitled hereunder, the Company shall:

Termination Following a Change of Control. If, at any time during In the event of a period commencing with termination of the Executive's employment within twelve (12) months following a Change of Control and ending eighteen (18) months after such Change of Control, either by the Company terminates the Executive's employment for a reason other than Cause, death, without Cause (in accordance with Section S(d)) or Disability or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly for Good Reason (and, in any event, within 90 daysaccordance with Section 5(e)) after and provided that the occurrence Executive signs and returns (without revoking) a timely and effective Release of the event or events constituting "Good Reason"), the Company shall:Claims as set forth in Section 5(d):

Termination Following a Change of Control. If, at any time during a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, In the Company terminates the event that Executive's employment for a reason other than Cause, death, is terminated by the Company without Cause or Disability or the Executive terminates his employment with for Good Reason within 24 months of a change of control of the Company for "Good Reason" (providedCompany, however, that any such termination by or if Executive voluntarily terminates his employment within the Executive must occur promptly (and120-day period commencing on the first anniversary of a change of control of the Company, in addition to any event, within 90 daysamounts that Executive is entitled to receive under Section 5(a) after the occurrence and in lieu of the event or events constituting "Good Reason"), the Company shallany amounts Executive would been titled to receive under Section 5(b) Executive shall receive:

Termination Following a Change of Control. If, at any time during a period commencing with a Change of Control and ending eighteen within twelve (1812) months after such following a Change of Control, the Company terminates the Executive's employment for a reason Executive other than Causefor Cause or Executive voluntarily terminates as a result of a Constructive Termination, deaththen, or Disability or the provided Executive terminates his employment with also executes a general release in a form determined by the Company for "Good Reason" (provided, however, that any such termination by at the Executive must occur promptly (and, in any event, within 90 days) after the occurrence time of the event or events constituting "Good Reason"), the Company shalltermination:

Termination Following a Change of Control. IfIf in anticipation of and within 90 days of, at any time or during a period commencing with of one (1) year following, a Change of Control and ending eighteen (18) months after such Change of Controlas hereinafter defined), the employment of the Executive is terminated by the Company terminates the Executive's employment for a any reason other than Cause, death, or Disability or if the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shall:is subject to

Termination Following a Change of Control. If, at any time during within three years of a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, either the Company terminates the Executive's employment for a reason other than Cause, death, or Disability without Cause or the Executive terminates his her employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shall:

Termination Following a Change of Control. If, at any time during a period commencing with If within two years following the occurrence of a Change of in Control and ending eighteen (18as defined below) months after such Change of Control, the Company terminates the Executive's employment for a reason by the Company is terminated either by the Company other than for Cause, death, or Disability Disability, or by the Employee for Good Reason, the Executive terminates his employment with will be entitled to the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, severance and benefits set forth in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shall:5.5.1.

Termination Following a Change of Control. If, at any time during a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, the Company terminates the Executive's ’s employment for a reason other than Cause, death, or Disability or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shall:shall pay to the Executive the Final Compensation and the Prior Year’s Bonus in accordance with the terms of the Employment Letter, and, subject to the Executive’s satisfaction of the Release Condition (as such term is defined in Section 3 below):

Termination Following a Change of Control. If, at any time during a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, the Employment Period Executive’s employment is terminated by the Company terminates the Executive's employment for a reason other than Cause, death, (or Disability its successor) without cause or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, in any event, within 90 days) after the occurrence for Good Reason as a result of the event or events constituting "Good Reason"), the Company shalla change of control defined as:

Termination Following a Change of Control. If, at any time during a period commencing with a Change of Control and ending eighteen within twelve (1812) months after such following a Change of Control, the Company terminates the Executive's employment for a reason Executive other than Causefor Cause or Executive voluntarily terminates as a result of a Constructive Termination, deaththen, or Disability or the provided Executive terminates his employment with also executes and a general release in a form determined by the Company for "Good Reason" (provided, however, that any such termination by at the Executive must occur promptly (and, in any event, within 90 days) after the occurrence time of the event or events constituting "Good Reason"), the Company shalltermination:

Termination Following a Change of Control. If, at any time during a period commencing with within one year after a Change of Control and ending eighteen (18) months after such Change of in Control, the Company terminates the Executive's employment for a reason other than Cause, death, or Disability or the Executive terminates his ’s employment with the Company for "without Cause, OR Executive voluntarily terminates such employment with Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shallfollowing provisions will apply: