Common use of Change in Control Payments and Benefits Clause in Contracts

Change in Control Payments and Benefits. (a) Upon the occurrence of a Triggering Event: (i) the Company shall provide Salary and Benefits Continuation to the Executive; provided, however, that in the event medical, long-term disability, dental and life insurance benefits cannot be provided under appropriate Company group insurance policies pursuant to clause (iii) of the definition of "Salary and Benefits Continuation," an amount equal to the premium necessary for Executive to purchase directly the same level of coverage in effect immediately prior to the termination of employment shall be added to the Company's payments to Executive pursuant to this Section 3. If Executive is required to pay income or other taxes on any medical, long-term disability, dental or life insurance benefits provided or paid to Executive pursuant to this Section 3, then the Company shall pay to Executive an amount of cash sufficient to "gross-up" such benefits or payments so that Executive's "net" benefits received under this Section 3 are not diminished by any such taxes that are imposed with respect to the same or the Company's gross-up hereunder with respect to such taxes; (ii) all equity compensation awards granted to Executive by the Company (e.g., all stock options and shares of restricted stock), will immediately become fully vested and fully exercisable; (iii) notwithstanding anything to the contrary contained in the Company's Basic Retirement Plan (the "BRP"), Executive's "Credited Service" under the BRP shall be deemed for all purposes to be increased by an amount equal to the one-twelfth of the Severance Period, and Executive's "Compensation" under the BRP for each such additional year of Credited Service for purposes of the BRP shall be deemed to be an amount equal to the sum of (x) Executive's base salary at the rate of base salary per annum in effect immediately prior to the Change of Control or on the date of the termination of Executive's employment, whichever is higher, and (y) the greater of (A) the average annual incentive bonus payment earned by Executive under the Company's Executive Incentive Compensation Plan (or any successor plan) in respect of the three most recent complete fiscal years of the Company preceding the date of the termination of Executive's employment or the date of the Change of Control, whichever is higher or (B) the target incentive bonus award under the Company's Executive Incentive Compensation Plan (or any successor plan) for the year in which the Change of Control occurs or the year in which the termination of Executive's employment occurs, whichever is higher;

Change in Control Payments and Benefits. (a) Upon the occurrence of a Triggering Event: (i) the Company shall provide Salary and Benefits Continuation to the Executive; provided, however, that in the event medical, long-term disability, dental and life insurance benefits cannot be provided under appropriate Company group insurance policies pursuant to clause (iii) of the definition of "Salary and Benefits Continuation," an amount equal to the premium necessary for Executive to purchase directly the same level of coverage in effect immediately prior to the termination of employment shall be added to the Company's payments to Executive pursuant to this Section 3. If Executive is required to pay income or other taxes on any medical, long-term disability, dental or life insurance benefits provided or paid to Executive pursuant to this Section 3, then the Company shall pay to Executive an amount of cash sufficient to "gross-up" such benefits or payments so that Executive's "net" benefits received under this Section 3 are not diminished by any such taxes that are imposed with respect to the same or the Company's gross-up hereunder with respect to such taxes; (ii) all equity compensation awards granted to Executive by the Company (e.g., all stock options and shares of restricted stock), will immediately become fully vested and fully exercisable; (iii) notwithstanding anything to the contrary contained in the Company's Basic Retirement Plan (the "BRP"), (i) Executive's "Credited Service" under the BRP shall be deemed for all purposes to be increased by an amount equal to the one-twelfth of the Severance Period; provided, that Executive's Credited Service shall be deemed to be a minimum of 10.0 years, and (ii) Executive's "Compensation" under the BRP for each such additional year of Credited Service for purposes of the BRP shall be deemed to be an amount equal to the sum of (x) Executive's base salary at the rate of base salary per annum in effect immediately prior to the Change of Control or on the date of the termination of Executive's employment, whichever is higher, and (y) the greater of (A) the average annual incentive bonus payment earned by Executive under the Company's Executive Incentive Compensation Plan (or any successor plan) in respect of the three most recent complete fiscal years of the Company preceding the date of the termination of Executive's employment or the date of the Change of Control, whichever is higher or (B) the target incentive bonus award under the Company's Executive Incentive Compensation Plan (or any successor plan) for the year in which the Change of Control occurs or the year in which the termination of Executive's employment occurs, whichever is higher; (iv) payments to Executive pursuant to the BRP shall begin in accordance with BRP election procedures; provided, however that payments shall begin no earlier than the later to occur of (x) the first month following Executive's attainment of age 55 or (y) a number of months following the termination of the employment of Executive equal to the Severance Period; (v) as to Executive, Section A-1 of Appendix A of the BRP shall be amended to read as follows: A-1. Factors for determining early retirement benefits AGE FACTOR --- ------ 55 and above 1.000 (b) Executive's subsequent employment, death or disability following Executive's termination of employment in connection with a Change of Control shall not affect the Company's obligation to provide to Executive the payments and benefits pursuant to this Section 3. Executive shall not be required to mitigate the amount of any payment provided for in this Section 3 by seeking employment or otherwise. The rights to the payments and benefits pursuant to this Section 3 shall be in addition to any other benefits to which Executive may be entitled under any other agreement or compensation plan, program or arrangement of the Company; provided, that Executive shall not be entitled to any separate or additional severance payments pursuant to any severance plan of the Company then in effect and generally applicable to similarly situated Executives.