Common use of Certain Terminations in Connection with a Change in Control Clause in Contracts

Certain Terminations in Connection with a Change in Control. If the Executive’s employment shall terminate without Cause (pursuant to Section 6(a)(v)) or for Good Reason (pursuant to Section 6(a)(iv)) during the period commencing six months prior to, and ending 18-months after, a Change in Control, in any such case, the Company shall: (i) Pay to the Executive an amount equal to the Executive’s then current Annual Base Salary; payable in cash in a lump sum as soon as reasonably practicable after such termination of employment but in no event later than five (5) business days thereafter (or, if such termination occurs prior to the consummation of the Change in Control, as soon as reasonably practicable after the effective date of such Change in Control); (ii) Continue to provide, at the Company’s expense, the Executive (and his eligible dependents) with the medical, dental and life insurance coverage in which he (or his dependents) was participating as of the Date of Termination (at a level then in effect with respect to coverage and employee premiums) until the first anniversary of the Date of Termination; and (iii) Pay Executive a Pro-Rata Bonus, as defined in Section 7(d), when bonuses are paid for the year of termination; and (iv) Notwithstanding any other provision of this Agreement, the parties acknowledge and agree that Sections 7(b) and 7(c) shall operate in the alternative and that any payments and benefits that the Executive shall be entitled to receive pursuant to this Section 7(c) in connection with a termination of his employment and the subsequent occurrence of a Change in Control shall be offset by payments and benefits received by the Executive pursuant to Section 7(b) on or prior to the effective date of such Change in Control.

Certain Terminations in Connection with a Change in Control. If the Executive’s 's employment shall terminate without Cause (pursuant to Section 6(a)(v)) or for Good Reason (pursuant to Section 6(a)(iv)) during the period commencing within six months prior to, and ending 18-months after, to a Change in Control or during the 12 month period immediately following such Change in Control, in any such case, the Company shall:shall (subject to the receipt of the Release): (i) Pay to the Executive an amount equal to the Executive’s then current Annual Base SalarySeverance Amount; payable in cash one half of which amount shall be paid in a lump cash lump-sum as soon as reasonably practicable after such termination on the six month anniversary of employment but in no event later than five (5) business days thereafter (orthe Date of Termination, if such termination occurs prior with the other one-half of the Severance Amount payable to the consummation Executive in accordance with the Company's customary payroll practices in equal monthly installments during the period beginning on the six-month anniversary of the Change Date of Termination and ending on the 12-month anniversary thereof; and provided, further, that no amount shall be payable pursuant to this Section 7(b)(i) on or following the date the Executive first (i) violates any of the covenants set forth in ControlSection 9(a) or 9(b), as soon as reasonably practicable after or (ii) materially violates any of the effective date of such Change covenants set forth in ControlSection 9(c), 9(e) or 9(f); (ii) Continue to provide, at the Company’s expense, provide the Executive (with all health and his eligible dependents) with the medical, dental welfare benefits and life insurance coverage in perquisites which he (or his dependents) was participating in or receiving as of the Date of Termination until the earlier of (at a level then in effect with respect to coverage and employee premiumsA) until the first anniversary of the Date of TerminationTermination or (B) the date the Executive first (i) violates any of the covenants set forth in Section 9(a) or 9(b), or (ii) materially violates any of the covenants set forth in Section 9(c), 9(e) or 9(f). If such benefits cannot be provided under the Company's programs, such benefits and perquisites will be provided on an individual basis to the Executive such that his after-tax costs will be no greater than the costs for such benefits and perquisites under the Company's programs. Notwithstanding the foregoing, the parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 7(c)(ii) to the extent that such payment or benefit would, pursuant to Section 1.409A-1(b)(9)(iv) of the Department of Treasury Regulations, constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 1.409A-1(b)(9)(iv) of the Department of Treasury Regulations); (iii) Notwithstanding any provision to the contrary in any Option or RSU agreement, cause all Options (including without limitation the Retention Options), RSUs (including without limitation the Retention RSUs) and other equity based compensation awards then held by the Executive to become fully vested and exercisable with respect to all shares subject thereto effective immediately prior to the Date of Termination and all Options shall remain exercisable for the remainder of the 10 year term. Notwithstanding the foregoing, the parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 7(c)(iii) to the extent that such payment or benefit would, pursuant to Section 1.409A-1(b)(5)(v) of the Department of Treasury Regulations, constitute a modification, extension or renewal of a stock right subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 1.409A-1(b)(5)(v) of the Department of Treasury Regulations); and (iiiiv) Pay to the Executive a Pro-Rata Bonus, as defined in Section 7(d), when bonuses are paid for within 10 days following the year of termination; and (iv) Notwithstanding any other provision of this Agreement, the parties acknowledge and agree that Sections 7(b) and 7(c) shall operate in the alternative and that any payments and benefits that the Executive shall be entitled to receive pursuant to this Section 7(c) in connection with a termination of his employment and the subsequent occurrence of a Change in Control shall be offset by payments and benefits received by the Executive pursuant to Section 7(b) on or prior to the effective date of such Change in Controltermination.

Certain Terminations in Connection with a Change in Control. If the Executive’s 's employment shall terminate without Cause (pursuant to Section 6(a)(v)) or for Good Reason (pursuant to Section 6(a)(iv)) during the period commencing within six months prior to, and ending 18-months after, to a Change in Control or during the 12 month period immediately following such Change in Control, in any such case, the Company shall:shall (subject to the receipt of the Release): (i) Pay to the Executive an amount equal to the Executive’s product of (A) the sum of his then current (i) Annual Base SalarySalary and (ii) Target Bonus for the year of termination, and (B) two; payable in cash in a lump sum as soon as reasonably practicable after such termination equal monthly installments during the period beginning on the Date of employment but in Termination and ending on the second anniversary thereafter; provided, however, that no event later than five amount shall be payable pursuant to this Section 7(c)(i) on or following the date the Executive first (5i) business days thereafter (or, if such termination occurs prior to the consummation violates any of the Change covenants set forth in ControlSection 9(a) or 9(b), as soon as reasonably practicable after or (ii) materially violates any of the effective date of such Change covenants set forth in ControlSection 9(c), 9(e) or 9(f); (ii) Continue to provide, at the Company’s expense, provide the Executive (with all health and his eligible dependents) with the medical, dental welfare benefits and life insurance coverage in perquisites which he (or his dependents) was participating in or receiving as of the Date of Termination (at a level then in effect with respect to coverage and employee premiums) until the first earlier of (A) the second anniversary of the Date of Termination; andTermination or (B) the date the Executive first (i) violates any of the covenants set forth in Section 9(a) or 9(b), or (ii) materially violates any of the covenants set forth in Section 9(c), 9(e) or 9(f). If such benefits cannot be provided under the Company's programs, such benefits and perquisites will be provided on an individual basis to the Executive such that his after-tax costs will be no greater than the costs for such benefits and perquisites under the Company's programs; (iii) Notwithstanding any provision to the contrary in any Option or RSU agreement, cause all Options (including without limitation the Retention Options), RSUs (including without limitation the Retention RSUs) and other equity based compensation awards then held by the Executive to become fully vested and exercisable with respect to all shares subject thereto effective immediately prior to the Date of Termination and all Options shall remain exercisable for the remainder of the 10 year term; (iv) Pay Executive a Pro-Rata Bonus, as defined in Section 7(d), when bonuses are paid for within 10 days following the year of termination; and (iv) Notwithstanding any other provision of this Agreement, the parties acknowledge and agree that Sections 7(b) and 7(c) shall operate in the alternative and that any payments and benefits that the Executive shall be entitled to receive pursuant to this Section 7(c) in connection with a termination of his employment and the subsequent occurrence of a Change in Control shall be offset by payments and benefits received by the Executive pursuant to Section 7(b) on or prior to the effective date of such Change in Controltermination.

Certain Terminations in Connection with a Change in Control. If the Executive’s 's employment shall terminate without Cause (pursuant to Section 6(a)(v)) or for Good Reason (pursuant to Section 6(a)(iv)) during the period commencing within six months prior to, and ending 18-months after, to a Change in Control or during the 12 month period immediately following such Change in Control, in any such case, the Company shall:shall (subject to the receipt of the Release): (i) Pay to the Executive (A) an amount equal to his then current Annual Base Salary, payable in equal monthly installments during the period beginning on the Date of Termination and ending on the first anniversary thereof; (B) an amount equal to the Executive’s then current Annual Base Salary; Target Bonus for the year of termination, payable in cash in a lump sum as soon as reasonably practicable after such termination equal monthly installments during the period beginning on the Date of employment but in no event later than five Termination and ending on the first anniversary thereof; and (5C) business days thereafter (or, if such termination occurs prior each Retention Bonus that would otherwise have been payable to the consummation Executive pursuant to Section 5(d)(i), (ii) or (iii) (assuming for purposes of Section 5(d)(ii) and (iii) that the Executive would be entitled to the same bonus to which he would otherwise have been entitled had he remained employed by the Company in the position of President and Executive Creative Director), payable at such time as such Retention Bonus would otherwise have been paid to the Executive had the Executive remained employed through the applicable payment date; provided, however, that no amount shall be payable pursuant to this Section 7(c)(i) on or following the date the Executive first (i) violates any of the Change covenants set forth in ControlSection 9(a) or 9(b), as soon as reasonably practicable after or (ii) materially violates any of the effective date of such Change covenants set forth in ControlSection 9(c), 9(e) or 9(f); (ii) Continue to provide, at the Company’s expense, provide the Executive (with all health and his eligible dependents) with the medical, dental welfare benefits and life insurance coverage in perquisites which he (or his dependents) was participating in or receiving as of the Date of Termination until the earlier of (at a level then in effect with respect to coverage and employee premiumsA) until the first anniversary of the Date of Termination; andTermination or (B) the date the Executive first (i) violates any of the covenants set forth in Section 9(a) or 9(b), or (ii) materially violates any of the covenants set forth in Section 9(c), 9(e) or 9(f). If such benefits cannot be provided under the Company's programs, such benefits and perquisites will be provided on an individual basis to the Executive such that his after-tax costs will be no greater than the costs for such benefits and perquisites under the Company's programs; (iii) Notwithstanding any provision to the contrary in any Option or RSU agreement, cause all Options (including without limitation the Retention Options), RSUs (including without limitation the Retention RSUs) and other equity based compensation awards then held by the Executive to become fully vested and exercisable with respect to all shares subject thereto, effective immediately prior to the Date of Termination and all Options shall remain exercisable for the remainder of the 10 year term; (iv) Pay Executive a Pro-Rata Bonus, as defined in Section 7(d), when bonuses are paid for within 10 days following the year of termination; and (iv) Notwithstanding any other provision of this Agreement, the parties acknowledge and agree that Sections 7(b) and 7(c) shall operate in the alternative and that any payments and benefits that the Executive shall be entitled to receive pursuant to this Section 7(c) in connection with a termination of his employment and the subsequent occurrence of a Change in Control shall be offset by payments and benefits received by the Executive pursuant to Section 7(b) on or prior to the effective date of such Change in Controltermination.

Certain Terminations in Connection with a Change in Control. If the Executive’s employment shall terminate without Cause (pursuant to Section 6(a)(v)) or for Good Reason (pursuant to Section 6(a)(iv)) during the period commencing six months prior to, and ending 18-months after, a Change in Control, in any such case, the Company shall: (i) Pay to the Executive an amount equal to the Executive’s product of (A) the sum of his then current (i) Annual Base SalarySalary and (ii) the greater of (1) the Bonus paid or payable to Executive with respect to the fiscal year ending immediately prior to the Date of Termination or (2) the Target Bonus for such year, and (B) two (2); payable in cash in a lump sum as soon as reasonably practicable after such termination of employment but in no event later than five (5) business days thereafter (or, if such termination occurs prior to the consummation of the Change in Control, as soon as reasonably practicable after the effective date of such Change in Control); (ii) Continue to provide, at the Company’s expense, the Executive (and his eligible dependents) with the medical, dental and life insurance coverage in which he (or his dependents) was participating as of the Date of Termination (at a level then in effect with respect to coverage and employee premiums) until the first second anniversary of the Date of Termination. If such coverage cannot be provided on a tax-advantaged basis under the Company’s program, the Company will make a supplemental payment to the Executive such that his after-tax cost of coverage will be no greater than the cost for such coverage to a similarly-situated employee under the program; and (iii) Pay Executive a Pro-Rata Bonus, as defined in Section 7(d), when bonuses are paid for the year of termination; and (iv) Notwithstanding any other provision of this Agreement, the parties acknowledge and agree that Sections 7(b) and 7(c) shall operate in the alternative and that any payments and benefits that the Executive shall be entitled to receive pursuant to this Section 7(c) in connection with a termination of his employment and the subsequent occurrence of a Change in Control shall be offset by payments and benefits received by the Executive pursuant to Section 7(b) on or prior to the effective date of such Change in Control.