Common use of Termination Upon Change in Control Clause in Contracts

Termination Upon Change in Control. (i) In the event of a Change in Control and the termination of the Executive’s employment under either (A) or (B) below, the Executive shall be entitled to a lump sum payment equal to three (3) times the sum of the following: (w) his annual Base Salary then payable plus (x) the average of his most recent three (3) years’ annual Deferred Compensation Plan contributions plus (y) the average of his most recent three (3) years’ employee stock ownership plan contributions plus (z) the average of his most recent three (3) years’ annual Bonuses. In the event of a Change in Control, the Employer shall also provide the Executive with the benefits contemplated in subparagraph (ii) of paragraph (h) (CERTAIN INSURANCE BENEFITS) of this Section 5 below and, upon termination of the Executive’s employment under either (A) or (B) below, shall pay the Executive, within thirty (30) days of termination: (a) such Base Salary and vacation pay (for unused vacation days in accordance with the Employer’s policies and practices with respect to vacation pay) as shall have accrued and remains unpaid through the effective date of the termination, (b) Bonuses previously determined by the Compensation Committee for any prior fiscal year(s) that remain unpaid, (c) for all accrued and unused sick days, and (d) reimbursement of previously incurred expenses eligible for reimbursement pursuant to the Employer’s policies on reimbursement of expenses. In addition, Executive shall also have such rights to payments, if any, as are provided under the terms of the Deferred Compensation Plan, the Amended and Restated Life Insurance Agreement entered into by and between the Employer and Executive and as amended from time to time and such retirement plans under which Executive participated at the time of his termination. If the Executive’s employment has terminated prior to the Change in Control in accordance with the terms of this Agreement and the Employer has made all required payments under any other applicable provision of this Section 5, then no amount shall be paid under this paragraph (f). Either of the following shall constitute termination under this paragraph:

Termination Upon Change in Control. (i) In the event of a Change in Control and the termination of the Executive’s employment under either (A) or (B) below, the Executive shall be entitled to a lump sum payment equal to three (3) times the sum of the following: (w) his annual Base Salary then payable payable; plus (x) the average of his most recent three (3) years’ annual Deferred Compensation Plan contributions contributions; plus (y) the average of his most recent three (3) years’ employee stock ownership plan Employer contributions to all Employer-sponsored tax-qualified retirement plans; plus (z) the average of his most recent three (3) years’ annual Bonuses. The payment of such lump sum shall be paid to the Executive within thirty (30) days of his termination of employment. In the event of a Change in Control, the Employer shall also provide the Executive with the benefits contemplated in subparagraph (ii) of paragraph (hg) (CERTAIN INSURANCE BENEFITS) of this Section 5 below and, upon termination of the Executive’s employment under either (A) or (B) below, shall pay the Executive, within thirty (30) days of termination: (a) such Base Salary and vacation pay (for unused vacation days in accordance with the Employer’s policies and practices with respect to vacation pay) as shall have accrued and remains unpaid through the effective date of the termination, ; (b) Bonuses previously determined by the Compensation Committee for any prior fiscal year(s) that remain unpaid, ; (c) for all accrued and unused sick days, ; and (d) reimbursement of previously incurred expenses eligible for reimbursement pursuant to the Employer’s policies on reimbursement of expenses. In addition, the Executive shall also have such rights to payments, if any, as are provided under the terms of the Deferred Compensation Plan, the Amended and Restated Life Insurance Agreement entered into by and between the Employer and the Executive and as amended from time to time and such retirement plans under which the Executive participated at the time of the termination of his terminationemployment. If the Executive’s employment has terminated prior to the Change in Control in accordance with the terms of this Agreement and the Employer has made all required payments under any other applicable provision of this Section 5, then no amount shall be paid under this paragraph (fe). Either of the following shall constitute termination under this paragraph:

Termination Upon Change in Control. (i) In the event of a Change in Control and the termination of the Executive’s employment under either (A) or (B) below, the Executive shall be entitled to a lump sum payment equal to three (3) times the sum of the following: (w) his annual Base Salary then payable plus (x) the average of his most recent three (3) years’ annual Deferred Compensation Plan contributions plus (y) the average of his most recent three (3) years’ employee stock ownership plan contributions plus (z) the average of his most recent three (3) years’ annual Bonuses. In the event of a Change in Control, the Employer shall also provide the Executive with the benefits contemplated in subparagraph (ii) of paragraph (h) (CERTAIN INSURANCE BENEFITS) of this Section 5 below and, upon termination of the Executive’s employment under either (A) or (B) below, shall pay the Executive, within thirty (30) days of termination: (a) such Base Salary and vacation pay (for unused vacation days in accordance with the Employer’s policies and practices with respect to vacation pay) as shall have accrued and remains unpaid through the effective date of the termination, (b) Bonuses previously determined by the Compensation Committee for any prior fiscal year(s) that remain unpaid, (c) for all accrued and unused sick days, and (d) reimbursement of previously incurred expenses eligible for reimbursement pursuant to the Employer’s policies on reimbursement of expenses. In additionFurther provided, that Executive shall also have such rights to payments, if any, as are provided under the terms of the Deferred Compensation Plan, the Amended and Restated Life Insurance Agreement entered into by and between the Employer and Executive and as amended from time to time and such retirement plans under which Executive participated at the time of his termination. If the Executive’s employment has terminated prior to the Change in Control in accordance with the terms of this Agreement and the Employer has made all required payments under any other applicable provision of this Section 5, then no amount shall be paid under this paragraph (f). Either of the following shall constitute termination under this paragraph:

Termination Upon Change in Control. (i) In the event of a Change in Control and the termination of the Executive’s employment under either (A) or (B) below, the Executive shall be entitled to a lump sum payment equal to three (3) times the sum of the following: (w) his annual Base Salary then payable payable; plus (x) the average of his most recent three (3) years’ annual Deferred Compensation Plan contributions contributions; plus (y) the average of his most recent three (3) years’ employee stock ownership plan Employer contributions to all Employer-sponsored tax-qualified retirement plans; plus (z) the average of his most recent three (3) years’ annual Bonuses. The payment of such lump sum shall be paid to the Executive within thirty (30) days of his termination of employment. In the event of a Change in Control, the Employer shall also provide the Executive with the benefits contemplated in subparagraph (ii) of paragraph (hg) (CERTAIN INSURANCE BENEFITS) of this Section 5 below and, upon termination of the Executive’s employment under either (A) or (B) below, shall pay the Executive, within thirty (30) days of termination: (a) such Base Salary and vacation pay (for unused vacation days in accordance with the Employer’s policies and practices with respect to vacation pay) as shall have accrued and remains unpaid through the effective date of the termination, ; (b) Bonuses previously determined by the Compensation Committee for any prior fiscal year(s) that remain unpaid, ; (c) for all accrued and unused sick days, ; and (d) reimbursement of previously incurred expenses eligible for reimbursement pursuant to the Employer’s policies on reimbursement of expenses. In addition, the Executive shall also have such rights to payments, if any, as are provided under the terms of the Deferred Compensation Plan, the Amended and Restated Life Insurance Agreement entered into by and between the Employer and the Executive and as amended from time to time and such retirement plans under which the Executive participated at the time of the termination of his termination. employment If the Executive’s employment has terminated prior to the Change in Control in accordance with the terms of this Agreement and the Employer has made all required payments under any other applicable provision of this Section 5, then no amount shall be paid under this paragraph (fe). Either of the following shall constitute termination under this paragraph:

Termination Upon Change in Control. (i) In Notwithstanding the event of provisions set forth in Section 5.2, if the Company terminates Executive’s employment without Cause or Executive terminates employment for Good Reason Following a Change in Control and the termination of the Executive’s employment under either (A) on or (B) below, the Executive shall be entitled to a lump sum payment equal to three (3) times the sum of the following: (w) his annual Base Salary then payable plus (x) the average of his most recent three (3) years’ annual Deferred Compensation Plan contributions plus (y) the average of his most recent three (3) years’ employee stock ownership plan contributions plus (z) the average of his most recent three (3) years’ annual Bonuses. In the event of within 24 months after a Change in Control, the Employer shall also provide (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination (as defined below in this Section 5.3) other than Annual Salary earned and unpaid under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year not yet paid, a pro­ rata bonus with respect to the calendar year in which the Effective Date of Termination occurred to the extent performance goals related to the bonus have been achieved (to be paid at the same time bonuses are normally paid for the year), and other benefits contemplated in subparagraph (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination), (ii) of the Executive shall receive a cash payment equal to the Severance Payment (as defined in the final paragraph (h) (CERTAIN INSURANCE BENEFITS) of this Section 5 below and5.3) payable after the Release Effective Date, upon termination (iii) the Executive and his spouse shall continue to receive health and dental benefits for eighteen (18) months, (iv) all unvested equity awards held by the Executive (including the Initial Equity Grant) shall fully vest, (v) all vested equity awards (including the Initial Equity Grant) must be exercised by the Executive by the earlier of the Executive’s employment under either (A) or the one-year anniversary of the Effective Date of the Termination and (B) belowthe Option Expiration Date, and (vi) this Agreement shall pay otherwise terminate upon the ExecutiveEffective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 8.14) provided that in order for the Executive to receive any amounts or items in the foregoing clauses (ii), within thirty (30iii) days of termination: and (a) such Base Salary iv), the Executive shall first execute a separation agreement and vacation pay (for unused vacation days legal release in accordance with the Employer’s policies and practices with respect to vacation pay) as shall have accrued and remains unpaid through the effective date of the termination, (b) Bonuses previously determined by the Compensation Committee for any prior fiscal year(s) that remain unpaid, (c) for all accrued and unused sick days, and (d) reimbursement of previously incurred expenses eligible for reimbursement pursuant to the Employer’s policies on reimbursement of expenses. In addition, Executive shall also have such rights to payments, if any, as are provided under the terms of the Deferred Compensation Plan, the Amended and Restated Life Insurance Agreement entered into by and between the Employer and Executive and as amended from time to time and such retirement plans under which Executive participated at the time of his termination. If the Executive’s employment has terminated prior to the Change in Control in accordance with the terms of this Agreement and the Employer has made all required payments under any other applicable provision of this Section 5, then no amount shall be paid under this paragraph (f). Either of the following shall constitute termination under this paragraph:8.19.

Termination Upon Change in Control. (i) In the event of If, during a period that begins upon a Change in Control (as defined in Section 9(b) of the Plan) and ends 12 months following a Change in Control, (a) the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, and (b) the Executive signs and allows to become effective a general release of all known and unknown claims in a form mutually satisfactory to the Company and the Executive (the “Release”), then (i) IBG shall pay to the Executive a lump sum cash amount equal to the greater of (x) the aggregate unpaid Base Salary Amount payable to the Executive through the end of the Term, plus an amount of cash equal to the aggregate Stock Grant Cash Amount for all grants of restricted stock that have not yet been made pursuant to Section 3.2 (the “Aggregate Stock Grant Cash Amount”), or (y) the aggregate Base Salary Amount for two years, plus the Aggregate Stock Grant Cash Amount (the “Change in Control Amount”), and (ii) notwithstanding the termination of the Executive’s employment under either or any other provision of the Independent Bank Survivor Benefit Plan (Athe “BOLI Plan”) or the Independent Bank Survivor Benefit Plan Participation Agreement between Independent Bank and the Executive (B) belowthe “Participation Agreement”), the Executive shall continue to be entitled a “Participant” in the BOLI Plan such that if the Executive dies before attaining age 65, and provided that Independent Bank actually receives sufficient proceeds from a life insurance policy insuring the life of the Executive, then the Company shall pay to the Executive’s “Beneficiary” (as defined in the BOLI Plan and the Participation Agreement), as a survivor benefit, a single lump sum cash payment equal to three (3) times the sum Executive’s annual base salary in effect on the date of the following: (w) his annual Base Salary then payable plus (x) the average of his most recent three (3) years’ annual Deferred Compensation Plan contributions plus (y) the average of his most recent three (3) years’ employee stock ownership plan contributions plus (z) the average of his most recent three (3) years’ annual Bonuses. In the event of a Change in Control, the Employer shall also provide the Executive with the benefits contemplated in subparagraph (ii) of paragraph (h) (CERTAIN INSURANCE BENEFITS) of this Section 5 below and, upon termination of the Executive’s employment under either (A) or (B) below, employment. Such payment shall pay the Executive, be made within thirty (30) days of termination: (a) such Base Salary and vacation pay (for unused vacation days in accordance with the Employer’s policies and practices with respect to vacation pay) as shall have accrued and remains unpaid through the effective date of the termination, (b) Bonuses previously determined by the Compensation Committee for any prior fiscal year(s) that remain unpaid, (c) for all accrued and unused sick days, and (d) reimbursement of previously incurred expenses eligible for reimbursement pursuant to the Employer’s policies on reimbursement of expenses. In addition, Executive shall also have such rights to payments, if any, as are provided under the terms of the Deferred Compensation Plan, the Amended and Restated Life Insurance Agreement entered into by and between the Employer and Executive and as amended from time to time and such retirement plans under which Executive participated at the time of his termination. If following the Executive’s employment has terminated prior to date of death. IBG shall deduct from the Change in Control Amount all federal, state, local income or employment taxes required to be withheld or paid pursuant to applicable law. IBG shall pay the Change in accordance with Control Amount in a single lump sum cash payment on the terms later of this Agreement and (1) the Employer has made all required payments under any other applicable provision date the termination of this Section 5Executive’s employment becomes effective, then no amount shall be paid under this paragraph or (f). Either of 2) the following shall constitute termination under this paragraph:date the Release becomes effective.

Termination Upon Change in Control. (ia) In the event of that there is a Change in Control and the termination of the Executive’s employment under either (A) or (B) below, the Executive shall be entitled to a lump sum payment equal to three (3) times the sum of the following: (w) his annual Base Salary then payable plus (x) the average of his most recent three (3) years’ annual Deferred Compensation Plan contributions plus (y) the average of his most recent three (3) years’ employee stock ownership plan contributions plus (z) the average of his most recent three (3) years’ annual Bonuses. In the event of a Change as defined in Control, the Employer shall also provide the Executive with the benefits contemplated in subparagraph (iiSection 9(c)) of paragraph (h) (CERTAIN INSURANCE BENEFITS) of Bally, Employee may, at his option, terminate this Section 5 below and, Employment Agreement at any time thereafter upon termination of the Executive’s employment under either (A) or (B) below, shall pay the Executive, within thirty (30) days of terminationwritten notice to Employer. If Employee exercises this right to terminate, he shall be paid the following amounts: (ai) such a lump sum amount equal to one-half (1/2) of his annual Base Salary as in effect at the time of exercise (or, if greater, at the time of the Change in Control); plus, (ii) his Base Salary on a pro-rata basis through and vacation pay (for unused vacation days in accordance with including the Employer’s policies and practices with respect to vacation pay) as shall have accrued and remains unpaid through the effective date of the his employment termination, ; plus (biii) Bonuses any previously determined by the Compensation Committee for any prior fiscal year(s) that remain unpaid, declared but unpaid bonuses; plus (c) for all accrued and unused sick days, and (div) reimbursement of previously all expenses reasonably incurred expenses eligible by Employee in performing his responsibilities and duties for reimbursement pursuant Employer through and including the date of his employment termination; plus (v) any other payment or benefit which Employee is then entitled to receive under any employment benefit plan, retirement plan or similar arrangement then maintained by Employer, in the amount and to the Employer’s policies on reimbursement extent determined under the terms and conditions of expensesany such plan. All such payments shall be made no later than the last day of Employee's employment. In addition, Executive Employee shall also have such rights the right, at his election, to paymentsthe assignment of any and all insurance policies and/or health protection plans if said policies and plans permit assignment to Employee. In further addition, if any, in the event that there is a Change in Control (as are provided under the terms that term is defined in either of Section 2.7 of the Deferred Compensation 1996 Long-Term Incentive Plan of Bally Total Fitness Holding Corporation -- the "1996 Option Plan" -- or in Section 9(c) of this Agreement) of Bally, the Amended and Restated Life Insurance time limitations set forth in Section 4(b) of that certain Award Agreement entered into by and dated November 21, 1997 between the Employer and Executive the Employee shall be deemed stricken, and the Employee may exercise the option immediately for all of the shares granted pursuant to the Award Agreement for which the Employee has not yet exercised his option to purchase such shares; provided, further, that the Employee at his choice at such time may exercise his option by either purchasing such stock or via the "cashless exercise program and procedures" as amended from time to time in existence on the date of this Agreement, or the reasonable equivalent thereof, regardless of whether or not such "cashless exercise program and such retirement plans under which Executive participated at procedures" are actually in existence on the time date of his termination. If the Executive’s employment has terminated prior to the Change in Control in accordance with the terms of this Agreement and the Employer has made all required payments under any other applicable provision of this Section 5, then no amount shall be paid under this paragraph (f). Either of the following shall constitute termination under this paragraph:Control.

Termination Upon Change in Control. (i) In the event of a Change in Control and the termination of the Executive’s employment under either (A) or (B) below, the Executive shall be entitled to a lump sum payment equal to three (3) times the sum of the following: (w) his annual Base Salary then payable plus (x) the average of his most recent three (3) years’ annual Deferred Compensation Plan contributions contributions; plus (y) the average of his most recent three (3) years’ employee stock ownership plan Employer contributions to all Employer-sponsored tax-qualified retirement plans; plus (z) the average of his most recent three (3) years’ annual Bonuses. The payment of such lump sum shall be paid to the Executive within thirty (30) days of his termination of employment. In the event of a Change in Control, the Employer shall also provide the Executive with the benefits contemplated in subparagraph (ii) of paragraph (hg) (CERTAIN INSURANCE BENEFITS) of this Section 5 below and, upon termination of the Executive’s employment under either (A) or (B) below, shall pay the Executive, within thirty (30) days of termination: (a) such Base Salary and vacation pay (for unused vacation days in accordance with the Employer’s policies and practices with respect to vacation pay) as shall have accrued and remains unpaid through the effective date of the termination, ; (b) Bonuses previously determined by the Compensation Committee for any prior fiscal year(s) that remain unpaid, ; (c) for all accrued and unused sick days, ; and (d) reimbursement of previously incurred expenses eligible for reimbursement pursuant to the Employer’s policies on reimbursement of expenses. In addition, the Executive shall also have such rights to payments, if any, as are provided under the terms of the Deferred Compensation Plan, the Amended and Restated Life Insurance Agreement entered into by and between the Employer and the Executive and as amended from time to time and such retirement plans under which the Executive participated at the time of the termination of his terminationemployment. If the Executive’s employment has terminated prior to the Change in Control in accordance with the terms of this Agreement and the Employer has made all required payments under any other applicable provision of this Section 5, then no amount shall be paid under this paragraph (fe). Either of the following shall constitute termination under this paragraph: