Common use of Basic Benefits Clause in Contracts

Basic Benefits. If (x) on or before the second anniversary of the Change of Control Date (i) the Company terminates the Executive’s employment for any reason other than for Cause or Disability or (ii) the Executive voluntarily terminates his employment for Good Reason at any time on or before the second anniversary of the Change of Control Date or (y) if the Executive voluntarily terminates his employment, with or without Good Reason, at any time within the 60 day period beginning on the 181st day following the Change of Control Date, then the Company shall pay the Executive the following amounts: (i) the Executive’s Base Salary earned through the Date of Termination (the “Earned Salary”); (ii) a cash amount (the “Severance Amount”) equal to one times the sum of (A) one-half (1/2) of the Executive’s Annual Base Salary; and (B) the amount that would have been payable to the Executive as a target bonus for the year in which the Change of Control occurs; and (iii) any vested amounts or benefits owing to the Executive under the Company’s otherwise applicable employee benefit plans and programs, including any compensation previously deferred by the Executive (together with any accrued earnings thereon) and not yet paid by the Company and any accrued vacation pay not yet paid by the Company (the “Accrued Obligations”). The Earned Salary and Severance Amount shall be paid in a single lump sum as soon as practicable, but in no event more than ten business days (or at such earlier date required by law) following the Executive’s Date of Termination. Accrued Obligations shall be paid in accordance with the terms of the applicable plan, program or arrangement.

Basic Benefits. If (x) on or before the second anniversary of the Change of in Control Date (i) the Company terminates the Executive’s employment for any reason other than for Cause or Disability or (ii) the Executive voluntarily terminates his employment for Good Reason at any time on or before the second anniversary of the Change of Control Date or (y) if the Executive voluntarily terminates his employment, with or without Good Reason, employment for any reason at any time within the 60 60-day period beginning on the 181st day following the Change in Control Date or (z) if the Executive’s employment is terminated by the Company for any reason other than death, Disability or Cause or by the Executive for Good Reason, after the execution of Control Datea Definitive Agreement but prior to the consummation thereof and the transaction contemplated by such Definitive Agreement are consummated, then the Company shall pay to the Executive the following amounts: (i) the Executive’s Base Salary earned through the Date of Termination (the “Earned Salary”); (ii) a cash amount (the “Severance Amount”) equal to one [one][two][three] times the sum of (A) [one-half (1/2) of of] the Executive’s Annual Base Salary; and (B) the amount that would have been payable to the Executive as a target bonus for the year in which the Change of Control occurs, determined by multiplying the Executive’s Annual Base Salary by his total Participant’s Percentage Participation established for such year under the Company’s Incentive Compensation Plan (or any successor plan thereto); and (iii) any vested amounts or benefits owing to the Executive under the Company’s otherwise applicable employee benefit plans and programs, including any compensation previously deferred by the Executive (together with any accrued earnings thereon) and not yet paid by the Company and any accrued vacation pay not yet paid by the Company (the “Accrued Obligations”). The Earned Salary and Severance Amount shall be paid in a single lump sum on the tenth business day following the Executive’s Date of Termination or, if payment is required to be delayed pursuant to Section 409A of the Internal Revenue Code of 1986, as soon as practicableamended (the “Code”) because the Executive is deemed to be a “specified employee” within the meaning of Section 409A, but in no event more than ten on the first business days (or at such earlier date required by law) day following the six-month anniversary of the Executive’s Date of Termination. Accrued Obligations shall be paid in accordance with the terms of the applicable plan, program or arrangement. The Severance Amount is inclusive of, and in lieu of, any amounts under any salary continuation or cash severance arrangement of the Company and to the extent paid or provided under any other such arrangement shall be offset from the Severance Amount.

Basic Benefits. If (x) on or before the second anniversary of the Change of Control Date (i) the Company terminates the Executive’s 's employment for any reason other than for Cause or Disability or (ii) the Executive voluntarily terminates his employment for Good Reason at any time on or before the second anniversary of the Change of Control Date or (y) if the Executive voluntarily terminates his employment, with or without Good Reason, at any time within the 60 day period beginning on the 181st day following the Change of Control Date, then the Company shall pay the Executive the following amounts: (i) the Executive’s 's Base Salary earned through the Date of Termination (the “"Earned Salary”"); (ii) a cash amount (the “"Severance Amount”") equal to one (two) or (three) times the sum of (A) one-half (1/2) of the Executive’s Annual 's annual Base Salary; and and (B) the B)the amount that would have been payable to the Executive as a target bonus for the year in which the Change of Control occurs; and (iii) any vested amounts or benefits owing to the Executive under the Company’s 's otherwise applicable employee benefit plans and programs, including any compensation previously deferred by the Executive (together with any accrued earnings thereon) and not yet paid by the Company and any accrued vacation pay not yet paid by the Company (the “"Accrued Obligations”"). The Earned Salary and Severance Amount shall be paid in a single lump sum as soon as practicable, but in no event more than ten business days (or at such earlier date required by law) following the Executive’s 's Date of Termination. Accrued Obligations shall be paid in accordance with the terms of the applicable plan, program or arrangement.

Basic Benefits. If (x) on or before the second anniversary of the Change of in Control Date (i) the Company terminates the Executive’s employment for any reason other than for Cause or Disability or (ii) the Executive voluntarily terminates his employment for Good Reason at any time on or before the second anniversary of the Change of Control Date or (y) if the Executive’s employment is terminated by the Company for any reason other than death, Disability or Cause or by the Executive voluntarily terminates his employment, with or without for Good Reason, at any time within after the 60 day period beginning on execution of a Definitive Agreement but prior to the 181st day following consummation thereof and the Change of Control Datetransaction contemplated by such Definitive Agreement are consummated, then the Company shall pay to the Executive the following amounts: (i) the Executive’s Base Salary earned through the Date of Termination (the “Earned Salary”)) and, if the Date of Termination occurs in the same fiscal year in which occurs the Change in Control Date, a prorated bonus for such fiscal year, determined by (A) multiplying the Executive’s Annual Base Salary by his total Participant’s Percentage Participation established for such year under the Company’s Incentive Compensation Plan (or any successor plan thereto) multiplied by a fraction, the numerator of which is the number of days from the first day of such fiscal year through the Termination Date, and the denominator of which is 365; (ii) a cash amount (the “Severance Amount”) equal to one [one][two][three]1 times the sum of (A) one-half (1/2) of the Executive’s Annual Base Salary; and (B) the amount that would have been payable to the Executive as a target bonus for the year in which the Change of Control occurs, determined by multiplying the Executive’s Annual Base Salary by his total Participant’s Percentage Participation established for such year under the Company’s Incentive Compensation Plan (or any successor plan thereto); and (iii) any vested amounts or benefits owing to the Executive under the Company’s otherwise applicable employee benefit plans and programs, including any compensation previously deferred by the Executive (together with any accrued earnings thereon) and not yet paid by the Company and any accrued vacation pay not yet paid by the Company (the “Accrued Obligations”). The Earned Salary and Severance Amount shall be paid in a single lump sum as soon as practicable, but in no event more than within ten business days (or at such earlier date following the Executive’s Date of Termination or, if payment is required by law) to be delayed pursuant to Section 409A of the Code because the Executive is deemed to be a “specified employee” within the meaning of Section 409A, within ten business days immediately following the six-month anniversary of the Executive’s Date of Termination. Accrued Obligations shall be paid in accordance with the terms of the applicable plan, program or arrangement. The Severance Amount is inclusive of, and in lieu of, any amounts under any salary continuation or cash severance arrangement of the Company and to the extent paid or provided under any other such arrangement shall be offset from the Severance Amount.