Common use of Termination Without Cause After Change of Control Clause in Contracts

Termination Without Cause After Change of Control. Notwithstanding any other provision of this Section 8, at any time after the Control Change Date, Employer may terminate the employment of Employee without Cause (the “Termination”), but within five days of the Termination, it shall pay to Employee his full Base Salary through the Termination, to the extent not theretofore paid, plus a lump sum amount (the “Special Severance Payment”) equal to the product (discounted to the then present value on the basis of a rate of 7.5% per annum) of his annual Base Salary specified in Paragraph 9 hereof multiplied by the number of years and any portion thereof remaining in the Three-Year Period (or if the remaining term in the Three-Year Period after the Termination is less than two years, for two years — the “Extended Period”). Specified Benefits to which Employee was entitled immediately prior to Termination shall continue until the end of the Three Year Period (or the Extended Period, if applicable); provided that: (i) if any plan pursuant to which Specified Benefits are provided immediately prior to Termination would not permit continued participation by Employee after Termination, then Employer shall pay to Employee within five days after Termination a lump sum payment equal to the amount of Specified Benefits Employee would have received if Employee had been fully vested an a continuing participant in such plan to the end of the Three-Year Period or the Extended Period, if applicable; and (ii) if Employee obtains new employment following Termination, then following any waiting period applicable to participation in any plan of the new employer, Employer shall continue to be entitled to receive benefits pursuant to this sentence only to the extent such benefits would exceed those available to Employee under comparable plans of the Employee’s new employer (but Employee shall not be required to repay any amounts then already received by him).

Termination Without Cause After Change of Control. Notwithstanding any other provision of this Section 8, If the Employer terminates the Employee's employment with the Employer at any time after the occurrence of a Change of Control and other than "with cause" as defined by subparagraph 6.1 (a) above, the Employer shall be obligated to pay to the Employee on or before the effective date of such termination (1) the Employee's regular compensation (as in effect on the date of termination) through the effective date of such termination, and (2) "severance pay" in a single lump sum amount, determined as follows: (i) the Employee's "regular monthly compensation" shall be determined by dividing by twelve (12) the greater of (A) the Employee's annual regular compensation as in effect as of the last day of the full calendar month immediately prior to the month in which the Change Dateof Control occurred, Employer may terminate and (B) the Employee's annual regular compensation as in effect as of the last day of the full calendar month immediately prior to the month in which the termination occurs; (ii) the Employee's "average monthly bonus" shall be determined by adding together the total amount of bonus and other cash incentives received by the Employee during each of the three (3) full calendar years immediately preceding the year in which the termination occurs, and dividing the sum by thirty-six. (a) In the case where the Employee has worked less than three (3) full calendar years, the average monthly bonus shall be determined by adding together the total amount of bonus and other cash incentives received by the Employee during the employment of Employee without Cause (the “Termination”), but within five days of the Termination, it shall pay to Employee his full Base Salary through the Termination, to the extent not theretofore paid, plus a lump sum amount (the “Special Severance Payment”) equal to the product (discounted to the then present value on the basis of a rate of 7.5% per annum) of his annual Base Salary specified in Paragraph 9 hereof multiplied period and dividing by the number of years months of employment. (iii) the Employee's "gross severance pay" shall be determined by adding together the Employee's regular monthly compensation and any portion thereof average monthly bonus, and multiplying the sum by the lesser of (A) thirty-six, and (B) the number of whole calendar months remaining in until the Three-Year Period Employee's 65th birthday; and (or if a) In the remaining term in case where the Three-Year Period after the Termination is Employee has worked less than two three (3) full calendar years, for two years — the “Extended Period”)"gross severance pay" shall be determined by adding together the total amount of bonus and other cash incentives received by the Employee during the employment period and dividing by the number of months of employment. Specified Benefits to (iv) the net amount of severance pay which Employee was entitled immediately prior to Termination shall continue until the end of the Three Year Period (or the Extended Period, if applicable); provided that: (i) if any plan pursuant to which Specified Benefits are provided immediately prior to Termination would not permit continued participation by Employee after Termination, then Employer shall pay to the Employee within five days after Termination a lump sum payment equal shall be determined by subtracting from the Employee's gross severance pay any amounts actually paid to the Employee under the First Security Severance Pay Plan or any successor severance plan or program sponsored by the Employer, the Corporation or its Affiliate; provided that such amount of Specified Benefits Employee would have received if Employee had been fully vested an a continuing participant may be further reduced as provided in such plan paragraph 17, below, and shall be subject to the end of the Three-Year Period or the Extended Period, if applicable; withholding and offset as provided in paragraph 10. (ii) if Employee obtains new employment following Termination, then following any waiting period applicable to participation in any plan of the new employer, Employer shall continue to be entitled to receive benefits pursuant to this sentence only to the extent such benefits would exceed those available to Employee under comparable plans of the Employee’s new employer (but Employee shall not be required to repay any amounts then already received by himd).

Termination Without Cause After Change of Control. Notwithstanding any other provision of this Section 8, at any time after the Control Change Date, Employer may terminate the employment of Employee without Cause (the “Termination”), but within five days of the Termination, it shall pay to Employee in accordance with Section 8(f) his full Base Salary through the Termination, to the extent not theretofore paid, plus a lump sum an amount (the “Special Severance Payment”) equal to the product (discounted to the then present value on the basis of a rate of 7.5% per annum) of his annual Base Salary specified in Paragraph 9 Section 3 hereof multiplied by the number of years and any portion thereof remaining in the Three-Year Period (or if the remaining term in the Three-Year Period after the Termination is less than two years, for two years — the “Extended Period”); provided, however, if any portion of Employee’s Special Severance Payment is not accelerated and paid earlier than it would have been paid as a monthly installment payment (as may be the case with certain amounts paid within six months following Employee’s termination or certain amounts paid under Section 8(f)(iii)-(vi)), no such present value discount shall be applied to such portion(s) of the payment. Specified Benefits to which Employee was entitled immediately prior to Termination shall continue until the end of the Three Year Period (or the Extended Period, if applicable); provided that: (i) if any plan pursuant to which Specified Benefits are provided immediately prior to Termination would not permit continued participation by Employee after TerminationTermination and that Specified Benefit does not constitute nonqualified deferred compensation subject to Code section 409A, then Employer shall pay to Employee within five days after Termination a lump sum payment equal to the amount of such Specified Benefits Benefit(s) Employee would have received if Employee had been fully vested an a continuing participant in such plan to the end of the Three-Year Period or the Extended Period, if applicable; and (ii) if Employee obtains new employment following Termination, then following any waiting period applicable to participation in any plan of the new employer, Employer Employee shall continue to be entitled to receive benefits pursuant to this sentence only to the extent such benefits would exceed those available to Employee under comparable plans of the Employee’s new employer (but Employee shall not be required to repay any amounts then already received by him).

Termination Without Cause After Change of Control. Notwithstanding any other provision of this Section 89, at any time after the Control Change Date, Employer may terminate the employment of Employee without Cause (the “Termination”), but within five days of the Termination, it shall pay to Employee his full Base Salary through the Termination, to the extent not theretofore paid, plus a lump sum amount (the “Special Severance Payment”) equal to the product (discounted to the then present value on the basis of a rate of 7.5% per annum) of his annual Base Salary specified in Paragraph 9 hereof multiplied by the number of years and any portion thereof remaining in the ThreeTwenty-Year Four-Month Severance Period (or if the remaining term in the Three-Year Period after the Termination is less than two years, for two years — the “Extended Period”). Specified Benefits to which Employee was entitled immediately prior to Termination shall continue until the end of the Three Year Twenty-Four-Month Period (or the Extended Period, if applicable); provided that: (i) if any plan pursuant to which Specified Benefits are provided immediately prior to Termination would not permit continued participation by Employee after Termination, then Employer shall pay to Employee within five days after Termination a lump sum payment equal to the amount of Specified Benefits Employee would have received if Employee had been fully vested an a continuing participant in such plan to the end of the ThreeTwenty-Year Four-Month Period or the Extended Period, if applicable; and (ii) if Employee obtains new employment following Termination, then following any waiting period applicable to participation in any plan of the new employer, Employer Employee shall continue to be entitled to receive benefits pursuant to this sentence only to the extent such benefits would exceed those available to Employee under comparable plans of the Employee’s new employer (but Employee shall not be required to repay any amounts then already received by him).