Common use of Upon a Change of Control Clause in Contracts

Upon a Change of Control. (i) If a Change of Control occurs hereafter and, within twelve months following such Change of Control, the Company terminates the Executive’s employment other than for Cause or the Executive terminates his employment for Good Reason, then, in lieu of any payments to or on behalf of the Executive under Section 5(d) or Section 5(e) hereof, and provided that the Executive signs a timely and effective Employee Release following termination of employment, within ten business days following the later of the effective date of the Employee Release or the date the Employee Release signed by the Executive is received by the Chair of the Board, the Company shall pay (A) all Final Compensation; (B) a lump sum payment to the Executive equal to one and one-half (1.5) times the current annual Base Salary; (C) the full cost of the Executive’s continued participation in the Company’s group health and dental insurance plans for so long as the Executive remains entitled to continue such participation under applicable law, to a maximum of eighteen (18) months; and (D) a lump sum amount to the Executive equal to the Termination Bonus. In addition, the Board shall cause the Accelerated Option to vest on the date the Executive’s employment terminates, and the Executive may exercise the Accelerated Option as of the date immediately following the later of (i) the effective date of the Employee Release or (ii) the date that the Chair of the Board receives the Employee Release, signed by the Executive. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(g) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunder.

Upon a Change of Control. (i) If a Change of Control occurs hereafter and, and within twelve months following such Change of Control, the Company terminates the Executive’s employment other than for Cause or the Executive terminates his employment for Good Reason, then, in lieu of any payments to or on behalf of the Executive under Section 5(d) or Section 5(e) hereof, and provided that the Executive signs a timely and effective Employee Release following termination of employment, within ten business days following the later of the effective date of the Employee Release or the date the Employee Release Release, signed by the Executive Executive, is received by the Chair of the Board, the Company shall pay (A) all Final Compensation; (B) a lump sum payment to the Executive equal to one and one-half (1.5) times the current annual Base Salary; (C) the full cost of the Executive’s continued participation in the Company’s group health and dental insurance plans for so long as the Executive remains entitled to continue such participation under applicable law, to a maximum of eighteen twelve (1812) months; and (D) a lump sum amount to the Executive equal to the Termination Bonus. In addition, the Board shall cause the Accelerated Option Awards to vest on the date the Executive’s employment terminates, and the Executive may exercise the Accelerated Option Awards as of the date immediately following the later of (i) the effective date of the Employee Release or (ii) the date that the Chair of the Board receives the Employee Release, signed by the Executive. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(g) shall constitute the entire obligation of the Company to the Executive and and, except for Final Compensation, any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunderhereunder and by the deadline specified therein and returning it to the Company within thirty (30) calendar days of the date of termination of employment.

Upon a Change of Control. (i) i. If a Change of Control occurs hereafter andand the Company terminates Executive’s employment hereunder other than for Cause during the Employment Term or Renewal Term or within two (2) years following such Change of Control or Executive terminates his employment hereunder for Good Reason for the reasons set forth above in Section 5.e(i), 5.e(ii) or 5.e(iv) during the Employment Term or Renewal Term or within twelve six (6) months following such Change of Control, the Company terminates the Executive’s employment other than for Cause or the Executive terminates his employment for Good Reason, then, in lieu of any payments to or on behalf of the Executive under Section 5(d) 5.d or Section 5(e) 5.e hereof, and provided that the Company, in addition to providing Executive signs the Final Payment, (A) shall pay Executive an amount equal to two times the sum of one year of Base Salary at the rate in effect at the date of termination plus a timely and effective Employee Release following termination of employmentpayment equal to the Target Bonus for which Executive is eligible, which amount shall be payable in a single lump sum within ten (10) business days following the later of the effective date of the Employee Release in the form attached hereto as Exhibit A or the date the Employee Release signed by the Executive it is received by the Chair of the Board, the Company shall pay (A) all Final Compensation; and (B) a lump sum payment to the Executive equal to one and one-half (1.5) times the current annual Base Salary; (C) shall pay the full cost of the Executive’s continued participation in the Company’s group health and dental insurance plans for two years or, if less, for so long as the Executive remains entitled to continue such participation under applicable law, to a maximum of eighteen (18) months; and (D) a lump sum amount to the Executive equal to the Termination Bonus. In addition, 100% of those shares under the Board shall cause the Accelerated Option to vest on the date the Executive’s employment terminatesOptions which are not exercisable, and which have not been exercised and have not expired or been surrendered or cancelled, shall become exercisable upon such termination and shall otherwise be and remain exercisable in accordance with the Executive may exercise the Accelerated Option as terms of the date immediately following Options subject to the later of (i) the effective date of the Employee Release or (ii) the date that the Chair of the Board receives the Employee Release, signed by the ExecutiveOption Agreement. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(g) shall constitute the entire obligation The obligations of the Company hereunder, however, other than for the Final Payment, if any, are subject to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of in the Executive’s employment hereunder.form attached hereto as Exhibit A.

Upon a Change of Control. (i) If a Change of Control occurs hereafter and, and (1) within twelve months following such Change of Control, the Company terminates the Executive’s employment other than for Cause or the Executive terminates his employment for Good Reason, or (2) if the Executive is not the President and Chief Executive Officer of the Company following such Change of Control (or, if the Company is not the surviving company and the parent company following such Change of Control, such surviving company or parent company, as applicable) and the Executive terminates his employment for any reason during the Window Period, then, in lieu of any payments to or on behalf of the Executive under Section 5(d) or Section 5(e) hereof, and provided that the Executive signs a timely and effective Employee Release following termination of employment, within ten business days following the later of the effective date of the Employee Release or the date the Employee Release Release, signed by the Executive Executive, is received by the Chair of the BoardW. Xxxxxx Xxxx, the Company shall pay (A) all Final Compensation; (B) a lump sum payment to the Executive equal to one and one-half (1.5) three times the current annual Base Salary; (C) the full cost of the Executive’s continued participation in the Company’s group health and dental insurance plans for so long as the Executive remains entitled to continue such participation under applicable law, to a maximum of eighteen thirty-six (1836) months; and (D) a lump sum amount to the Executive equal to the Termination Bonus. In addition, the Board shall cause the Accelerated Option to vest on the date the Executive’s employment terminates, and the Executive may exercise the Accelerated Option as of the date immediately following the later of (i) the effective date of the Employee Release or (ii) the date that the Chair of the Board W. Xxxxxx Xxxx receives the Employee Release, signed by the Executive. Further, on the later of the effective date of the Employee Release or the date W. Xxxxxx Xxxx receives the Employee Release, signed by the Executive, the Company shall provide for the Accelerated Stock Award. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(g) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunder. For purposes of this Section 5(g)(i), “Window Period” shall mean the thirty day period commencing on the date that is 180 days after the date of consummation of the Change of Control and ending on the date that is 210 days after the date of consummation of the Change of Control.

Upon a Change of Control. (i) If a Change of Control occurs hereafter and, and within twelve months following such Change of Control, the Company terminates the Executive’s employment other than for Cause or the Executive terminates his employment for Good Reason, then, in lieu of any payments to or on behalf of the Executive under Section 5(d) or Section 5(e) hereof, and provided that the Executive signs a timely and effective Employee Release following termination of employment, within ten business days following the later of the effective date of the Employee Release or the date the Employee Release Release, signed by the Executive Executive, is received by the Chair of the BoardXxxxx X. Xxxxxxx, the Company shall pay (A) all Final Compensation; (B) a lump sum payment to the Executive equal to one and one-half (1.5) two times the current annual Base Salary; (C) the full cost of the Executive’s continued participation in the Company’s group health and dental insurance plans for so long as the Executive remains entitled to continue such participation under applicable law, to a maximum of eighteen twenty-four (1824) months; and (D) a lump sum amount to the Executive equal to the Termination Bonus. In addition, the Board shall cause the Accelerated Option to vest on the date the Executive’s employment terminates, and the Executive may exercise the Accelerated Option as of the date immediately following the later of (i) the effective date of the Employee Release or (ii) the date that the Chair of the Board Xxxxx X. Xxxxxxx receives the Employee Release, signed by the Executive. Further, on the later of the effective date of the Employee Release or the date Xxxxx X. Xxxxxxx receives the Employee Release, signed by the Executive, the Company shall provide for the accelerated vesting of the Accelerated Stock Award. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(g) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunder.

Upon a Change of Control. (i) If a Change of Control occurs hereafter and, and within twelve months following such Change of Control, the Company terminates the Executive’s employment other than for Cause or the Executive terminates his employment for Good Reason, then, in lieu of any payments to or on behalf of the Executive under Section 5(d) or Section 5(e) hereof, and provided that the Executive signs a timely and effective Employee Release following termination of employment, within ten business days following the later of the effective date of the Employee Release or the date the Employee Release Release, signed by the Executive Executive, is received by the Chair of the Board, the Company shall pay (A) all Final Compensation; (B) a lump sum payment to the Executive equal to one and one-half (1.5) times the current annual Base Salary; (C) the full cost of the Executive’s continued participation in the Company’s group health and dental insurance plans for so long as the Executive remains entitled to continue such participation under applicable law, to a maximum of eighteen twelve (1812) months; and (D) a lump sum amount to the Executive equal to the Termination Bonus. In addition, the Board shall cause the Accelerated Option to vest on the date the Executive’s employment terminates, and the Executive may exercise the Accelerated Option as of the date immediately following the later of (i) the effective date of the Employee Release or (ii) the date that the Chair of the Board receives the Employee Release, signed by the Executive. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(g) shall constitute the entire obligation of the Company to the Executive and and, except for Final Compensation, any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunderhereunder and by the deadline specified therein and returning it to the Company within thirty (30) calendar days of the date of termination of employment.

Upon a Change of Control. (i) i. If a Change of Control occurs hereafter and, within twelve months one year following such Change of Control, the Company terminates the Executive’s 's employment hereunder other than for Cause or the Executive terminates his employment hereunder for Good Reason, or the Executive terminates employment other than for Good Reason, then, in lieu of any payments to or on behalf of the Executive Severance Benefits under Section 5(d) or Section 5(e) hereof, and provided that the Executive signs a timely and effective the Employee Release within twenty-one days (or such greater period as the Company may specify) following the date on which the Executive gives or receives notice of termination of employment, as applicable, and does not revoke it in a timely manner thereafter and provided that the Executive meets the Executive's obligations under Section 6(c) hereof, then, in addition to payment of Final Compensation and Final Bonus Compensation, the Company (A) shall pay the Executive, within ten business days following the later of the effective date of the Employee Release or the date the Employee Release Release, signed by the Executive Executive, is received by the Chair of the BoardCompany, the Company shall pay (A) all Final Compensation; (B) a lump sum payment to the Executive equal to one and one-half (1.51-1/2) times the current annual sum of the Base Salary; Salary and the Target Bonus, (CB) shall pay the full cost of the Executive’s continued participation by the Executive and the Executive's qualified beneficiaries in the Company’s 's group health and dental insurance plans for so long as the Executive remains entitled to continue such participation under applicable law, but not to a maximum of exceed eighteen (18) months; , and (C) pay for costs and expenses of Executive's relocation up to a maximum cost to the Company of Twenty Five Thousand Dollars ($25,000), provided that such relocation costs and expenses are incurred within eighteen (18) months following the date of termination, and (D) a lump sum amount pay to the Executive equal to the Termination Bonus. In addition, housing allowance under Section 4(g)(iii) for six (6) months following the Board shall cause the Accelerated Option to vest on month in which the date the Executive’s employment terminates, and of termination occurs or until the Executive may exercise the Accelerated Option as of the date immediately following the later of (i) the effective date of the Employee Release or (ii) the date that the Chair of the Board receives the Employee Releaserelocates from Executive's Chicago, signed by the Executive. In the event of termination hereunderIllinois area residence, payment by the Company of any amounts that may be due the Executive under this Section 5(g) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunderwhichever occurs first.

Upon a Change of Control. (i) If a Change of Control occurs hereafter and, within twelve months following such Change of Control, the Company terminates the Executive’s employment other than for Cause or the Executive terminates his her employment for Good Reason, then, in lieu of any payments to or on behalf of the Executive under Section 5(d) or Section 5(e) hereof, and provided that the Executive signs a timely and effective Employee Release following termination of employment, within ten business days following the later of the effective date of the Employee Release or the date the Employee Release signed by the Executive is received by the Chair of the Board, the Company shall pay (A) all Final Compensation; (B) a lump sum payment to the Executive equal to one and one-half (1.5) times the current annual Base Salary; (C) the full cost of the Executive’s continued participation in the Company’s group health and dental insurance plans for so long as the Executive remains entitled to continue such participation under applicable law, to a maximum of eighteen (18) months; and (D) a lump sum amount to the Executive equal to the Termination Bonus. In addition, the Board shall cause the Accelerated Option to vest on the date the Executive’s employment terminates, and the Executive may exercise the Accelerated Option as of the date immediately following the later of (i) the effective date of the Employee Release or (ii) the date that the Chair of the Board receives the Employee Release, signed by the Executive. Further, on the later of the effective date of the Employee Release or the date the Chair of the Board receives the Employee Release, signed by the Executive, the Company shall provide for the Accelerated Stock Award. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(g) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunder.