Common use of Benefits Payable Clause in Contracts

Benefits Payable. Subject to the terms of this Section 10(a), in the event of the occurrence of a “Change in Control” (defined below), and, within the twenty-four (24) month period beginning on such Change in Control, Executive’s employment shall be involuntarily terminated for any reason other than for death or cause or Executive terminates Executive’s employment due to (i) suffering a material reduction in authority, duties, responsibilities or reporting level; (ii) suffering a reduction in Base Salary and annual incentive compensation at target by ten percent (10%) or more, (iii) being required to relocate from the regular assigned work place by more than fifty (50) miles from Executive’s regular assigned work place, or (iv) Good Reason subject to any applicable limitation under Section 20, the Company shall pay to Executive, within thirty (30) days after such termination of employment following such Change in Control that gives rise to the payment due hereunder, a lump sum payment, in cash, equal to (A) plus (B) where (A) is three (3) times the sum of (x) Executive’s annual Base Salary as in effect immediately prior to the Change in Control and (y) Executive’s Average Annual Bonus (defined below) and (B) is any benefit that may be payable under the annual incentive plan described in Section 5 based on performance achieved (in the current measurement period of such plan in which Executive’s employment with the Company terminates following a Change in Control) as of the date on which Executive’s employment with the Company terminates following a Change in Control multiplied by a fraction the numerator of which is the number of days on which days Executive was employed by the Company in the current measurement period and the denominator of which is the total number of days in the current measurement period. Also, Executive shall be entitled to such benefits as may be available pursuant to the terms of any benefit or similar plans, policies or programs (described in Section 6) in which Executive was participating at the time of such termination of Executive’s employment as described in the immediately preceding sentence; provided, however, during the affected portion of the remaining Term of this Agreement, the Company shall reimburse the Executive for premiums or other costs for COBRA Coverage; and provided, further, that the premiums or costs of COBRA Coverage shall be: (i) incurred within the remaining Term of this Agreement; (ii) supported by appropriate documentation in accordance with the Company’s normal reimbursement procedures; and (iii) reimbursed by the Company as soon as practicable, but not later than the last day of Executive’s taxable year following the taxable year in which the cost of COBRA Coverage was incurred by Executive; and provided, further, that (x), to the extent required under Section 409A of the Code and the regulatory guidance issued thereunder, the amount of expenses eligible for reimbursement during any taxable year of the Executive shall not affect the amount of reimbursement in any other taxable year and (y) Executive’s right to reimbursement of eligible expenses hereunder shall not be subject to liquidation or exchange for another benefit. Executive may terminate his employment under clauses (i), (ii), (iii) or (iv) of the first sentence of the first paragraph of this Section 10(a) if, and only if, within thirty (30) days after the Executive’s knowledge of the occurrence of the event or condition that would give rise to Executive’s right to terminate his employment under one of those clauses, Executive gives the Company thirty (30) days advance written notice of such intent and the grounds thereof. Any termination by Executive of his employment under clause (i), (ii), (iii) or (iv) of the first sentence of the first paragraph of this Section 10(a) must occur within one hundred eighty (180) days after the occurrence of the event or condition described in clause (i), (ii), (iii) or (iv) of the first sentence of the first paragraph of this Section 10(a) that gives rise to the right of Executive to terminate his employment by the Company under this Section 10(a). References in this Section 10(a) to termination of Executive’s employment shall mean termination of Executive’s employment with the Company and all entities required to be aggregated with the Company and treated as one employer under Section 414(b) or (c) of the Code under circumstances that give rise to a “separation from service” within the meaning given to that term under Treas. Reg. § 1.409A-1(h), which regulation is hereby incorporated by reference.