5.5 Termination During a Change of Control. Notwithstanding Section 5.4, if within
one year after a Change of Control (as defined below), executives employment is terminated by the Company (other than for Disability, death or Cause) or Executive resigns for Good Reason, Executive shall receive the payments and benefits set
forth in this Section 5.5:
(a) Executives Accrued Employment Entitlements; plus
(b) An amount (the Section 5.5 Termination Amount) in addition to any other cash compensation beyond that provided
in (a) above, which amount shall be equal to the sum of two times Executives annual Base Salary; plus an amount equal to one and one half times the most recent Annual Bonus received by Executive for any fiscal year ended prior to the date
of such termination (determined without regard to any performance goals), payable in a lump sum within thirty (30) days following such termination of employment provided further, that if such termination or resignation occurs within thirty
(30) days prior to the calendar year end, the payment, without interest, the amount shall be paid no earlier than January 1 of the next year; and
(c) Executive and Executives dependents shall be entitled to continue to participate in the Companys, a successors or
acquirors welfare benefit plans and insurance programs on the same terms as similarly situated active employees for a period of thirty (30) months from the termination date. Following the expiration of such thirty (30) month period,
Executive and/or Executives dependents shall be entitled to any continuation of benefits as are provided under such benefit plans by the Company or as are required to be provided in accordance with applicable law.
(d) Any outstanding Equity Awards granted to Executive shall be fully vested and/or exercisable as of the date of such termination of
employment and shall remain exercisable, in each case, in accordance with the terms contained in the plan and the agreement pursuant to which such compensation awards were granted, but in no event shall Executives rights under any such Equity
Awards be less favorable than the terms applicable to a Sale of the Company or other change in control contained in the plan and the agreement pursuant to which such Equity Awards were granted.
(e) For purposes of the calculation of Executives benefits under any supplemental defined benefit plan in which Executive participates,
Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5.5.
A Change of Control shall be deemed to have occurred upon (i) the date that (A) any individual, entity or group (within the meaning both of Section 1.409A-3(i)(5)(vi)(D) of the Treasury Regulations and of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Exchange Act), other than the Mitchell Family (as defined below), acquires (or has acquired during the 12-month period ending on the
date of the most recent acquisition by such individual, entity or group), beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty percent (30%) or more of the total combined voting power of the
voting securities of the Company entitled to vote generally in the election of directors (Voting Power); and (B) such beneficial ownership (as so defined) by such individual, entity or group of more than thirty percent
(30%) of the Voting
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