Common use of Termination of Employment Prior to a Change in Control Clause in Contracts

Termination of Employment Prior to a Change in Control. Except as provided in Section 4(c) and subject to satisfaction of Section 4(e), if prior to a Change in Control the Executive’s employment is terminated by the Company without Cause (other than on account of the Executive’s death or disability) or is terminated by the Executive for Good Reason, then the Executive shall be entitled to receive (i) the Accrued Rights and (ii) a payment equal to two times (2x) his then current annual Base Salary. The Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment, except for the continuation of health benefits as provided under applicable law. Except as otherwise required under Section 6(b), such amount shall be paid to the Executive in a lump sum no later than the forty-fifth (45th) day immediately following the Executive’s “separation from service” (as defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), provided the Executive first executes a release of any and all claims against the Company (set forth in Section 4(e), below) and the revocation period specified therein has expired without the Executive revoking such release.

Termination of Employment Prior to a Change in Control. Except as provided in Section 4(c4(b) and subject to satisfaction of Section 4(e4(d), if prior to a Change in Control the Executive’s employment is terminated by the Company without Cause (for any reason other than on account of the Executive’s death or disability) Cause or is terminated by the Executive for Good Reason, then the Executive shall be entitled to receive (i) the Accrued Rights and (ii) a payment equal to two times (2x) his then current annual Base Salary. The Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment, except for the continuation of health benefits as provided under applicable law. Except as otherwise required under Section 6(b), such amount shall be paid to the Executive in a lump sum no later than the forty-fifth (45th) day immediately following the Executive’s “separation from service” (as defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), provided the Executive first executes a release of any and all claims against the Company (set forth in Section 4(e4(d), below) and the revocation period specified therein has expired without the Executive revoking such release.