Common use of Change in Control Separation Pay Clause in Contracts

Change in Control Separation Pay. If (a)(i) the Company terminates Executive’s employment other than for Cause or (ii) Executive terminates his or her employment for Good Reason (within six months after such Good Reason event occurs) and (b) a Change in Control has occurred within the 24-month period preceding the effective date of termination, the Company shall pay to the Executive, in lieu of the payments and benefits described in Section 3.1, a lump sum payment equal to the sum of (i) the Executive’s annual base salary in effect immediately prior to the date of termination and (ii) the Executive’s target annual bonus for the year in which the date of termination occurs (the “Change in Control Separation Payment”), contingent upon the Executive executing and returning to the Company (and not revoking) a Release, which Release must be delivered to the Company and the period in which it may be revoked must have expired not later than the Release Deadline. Except as provided in Section 3.3, the Change in Control Separation Payment shall be payable (if the conditions of this Section 3.2 are satisfied) in a lump sum on the fifth business day following the Release Deadline. In addition, if the Change in Control Separation Payment becomes payable as provided herein, and unless otherwise agreed to by the Executive, any service-based vesting conditions on any outstanding long-term incentive awards held by Executive will be waived on the fifth business day following the Release Deadline.