Common use of Change in Control Severance Benefits Clause in Contracts

Change in Control Severance Benefits. If at any time during the term of this Agreement there is a Change in Control of the Company and the Executive's employment is terminated for any reason other than death, Disability, Retirement, Voluntary Termination (other than for Good Reason), or Cause within two (2) years following the Change in Control [or the Executive voluntarily terminates for any reason in the thirteenth month following a Change in Control of the Company], the Company shall provide to the Executive the following: (a) Base Salary and all other benefits due him as if he had remained an employee pursuant to Article 4 through the remainder of the month in which the termination occurs, less applicable withholding taxes and other authorized payroll deductions; (b) The amount equal to a pro rata share of target Annual Bonus for the calendar year in which the Effective Date of Termination occurs (the calculation by which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365); (c) A lump-sum severance allowance in an amount which is equal to the product of three (3) times both the Executive's Base Salary at the rate in effect immediately prior to the termination and the Executive's target Annual Bonus established for the fiscal year in which the Executive's termination of employment occurs; (d) Continuation at the same cost to the Executive as existed as of the Effective Date, of all health, welfare, and benefit plan participation for three (3) full years following employment termination, provided that the applicable COBRA health insurance benefit continuation period shall begin as of the Effective Date of Termination; (e) Provision of outplacement services for the Executive not to exceed a cost of fifty thousand dollars ($50,000); and (f) A lump-sum payment equal to the three (3) year costs of perquisites outlined in Section 4.6 above.

Change in Control Severance Benefits. If at any time during the term Term of this Agreement there is a Change in Control of the Company and the Executive's ’s employment is terminated for any reason other than death, Disability, Retirement, Voluntary Termination (other than for Good Reason), Reason or Cause within the two (2) years year period following the Change in Control [or the Executive voluntarily terminates for any reason in the thirteenth month following a Change in Control of the Company], the Company shall provide to the Executive the following: (a) Base Salary and all other benefits due him him/her as if he he/she had remained an employee pursuant to Article 4 5 through the remainder of the month in which the termination occurs, less applicable withholding taxes and other authorized payroll deductions; (b) The amount equal to a pro rata share of target Annual Bonus for the calendar fiscal year in which the Effective Date of Termination occurs (the calculation by of which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365)); (c) A lump-sum severance allowance in an amount which that is equal to the product of three (3) times both the Executive's ’s Base Salary at the rate in effect immediately prior to the termination and the Executive's ’s target Annual Bonus established for the fiscal year in which the Executive's ’s termination of employment occurs; (d) Continuation at the same cost to the Executive as existed as of the Effective Date, Date of Termination of Agreement of all health, welfare, and benefit plan participation for three (3) full years following employment termination, provided that the applicable COBRA health insurance benefit continuation period shall begin as of the Effective Date of Termination; (e) Provision of outplacement services for the Executive not to exceed a cost of fifty thousand dollars ($50,000); and (f) A lump-sum payment equal to the three (3) year costs of perquisites outlined in Section 4.6 above.

Change in Control Severance Benefits. If at any time during the term Term of this Agreement there is a Change in Control of the Company and the Executive's ’s employment is terminated for any reason other than death, Disability, Retirement, Voluntary Termination (other than for Good Reason), Reason or Cause within the two (2) years year period following the Change in Control [or the Executive voluntarily terminates for any reason in the thirteenth month following a Change in Control of the Company], the Company shall provide to the Executive the following: (a) Base Salary and all other benefits due him as if he he/she had remained an employee pursuant to Article 4 5 through the remainder of the month in which the termination occurs, less applicable withholding taxes and other authorized payroll deductions; (b) The amount equal to a pro rata share of target Annual Bonus for the calendar fiscal year in which the Effective Date of Termination occurs (the calculation by of which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365); (c) A lump-sum severance allowance in an amount which that is equal to the product of three (3) times both the Executive's ’s Base Salary at the rate in effect immediately prior to the termination and the Executive's ’s target Annual Bonus established for the fiscal year in which the Executive's ’s termination of employment occurs; (d) Continuation at the same cost to the Executive as existed as of the Effective Date, Date of Termination of Agreement of all health, welfare, and benefit plan participation for three (3) full years following employment termination, provided that the applicable COBRA health insurance benefit continuation period shall begin as of the Effective Date of Termination; (e) Provision of outplacement services for the Executive not to exceed a cost of fifty thousand dollars ($50,000); and; (f) A lump-sum payment equal to the three (3) year costs of perquisites outlined in Section 4.6 Article 5.6 above; and (g) Any unvested stock options or any outstanding restricted stock, excluding restricted stock grants issued under a performance based plan, that would become vested (that is, transferable and non-forfeitable) if the Executive remained an employee through the Initial Term or the then current Renewal Period of this Agreement will become vested as of the date of the Executive’s termination of employment. The Executive must satisfy the tax withholding requirements.

Change in Control Severance Benefits. If at any time during the term of this Agreement there is a Change in Control of the Company and the Executive's employment is terminated for any reason other than death, Disability, Retirement, Voluntary Termination (other than for Good Reason), or Cause within two (2) years following the Change in Control [or the Executive voluntarily terminates for any reason in the thirteenth month following a Change in Control of the CompanyCompany ], the Company shall provide to the Executive the following: (a) Base Salary and all other benefits due him as if he had remained an employee pursuant to Article 4 through the remainder of the month in which the termination occurs, less applicable withholding taxes and other authorized payroll deductions; (b) The amount equal to a pro rata share of target Annual Bonus for the calendar year in which the Effective Date of Termination occurs (the calculation by which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365); (c) A lump-sum severance allowance in an amount which is equal to the product of three (3) times both the Executive's Base Salary at the rate in effect immediately prior to the termination and the Executive's target Annual Bonus established for the fiscal year in which the Executive's termination of employment occurs; (d) Continuation at the same cost to the Executive as existed as of the Effective Date, of all health, welfare, and benefit plan participation for three (3) full years following employment termination, provided that the applicable COBRA health insurance benefit continuation period shall begin as of the Effective Date of Termination; (e) Provision of outplacement services for the Executive not to exceed a cost of fifty thousand dollars ($50,000); and (f) A lump-sum payment equal to the three (3) year costs of perquisites outlined in Section 4.6 above.

Change in Control Severance Benefits. If at any time during the term of this Agreement there is a Change in Control of the Company and the Executive's ’s employment is terminated for any reason other than death, Disability, Retirement, Voluntary Termination (other than for Good Reason), or Cause within two (2) years following the Change in Control [or the Executive voluntarily terminates for any reason in the thirteenth month following a Change in Control of the CompanyCompany ], the Company shall provide to the Executive the following: (a) Base Salary and all other benefits due him as if he had remained an employee pursuant to Article 4 through the remainder of the month in which the termination occurs, less applicable withholding taxes and other authorized payroll deductions; (b) The amount equal to a pro rata share of target Annual Bonus for the calendar year in which the Effective Date of Termination occurs (the calculation by which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365); (c) A lump-sum severance allowance in an amount which is equal to the product of three (3) times both the Executive's ’s Base Salary at the rate in effect immediately prior to the termination and the Executive's ’s target Annual Bonus established for the fiscal year in which the Executive's ’s termination of employment occurs; (d) Continuation at the same cost to the Executive as existed as of the Effective Date, of all health, welfare, and benefit plan participation for three (3) full years following employment termination, provided that the applicable COBRA health insurance benefit continuation period shall begin as of the Effective Date of Termination; (e) Provision of outplacement services for the Executive not to exceed a cost of fifty thousand dollars ($50,000); and (f) A lump-sum payment equal to the three (3) year costs of perquisites outlined in Section 4.6 above.

Change in Control Severance Benefits. If at any time during the term Term of this Agreement there is a Change in Control of the Company and the Executive's employment is terminated for any reason other than death, Disability, Retirement, Voluntary Termination (other than for Good Reason), Reason or Cause within the two (2) years year period following the Change in Control [or the Executive voluntarily terminates for any reason in the thirteenth month following a Change in Control of the Company], the Company shall provide to the Executive the following: (a) Base Salary and all other benefits due him him/her as if he he/she had remained an employee pursuant to Article 4 5 through the remainder of the month in which the termination occurs, less applicable withholding taxes and other authorized payroll deductions; (b) The amount equal to a pro rata share of target Annual Bonus for the calendar year in which the Effective Date of Termination occurs (the calculation by of which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365); (c) A lump-sum severance allowance in an amount which that is equal to the product of three (3) times both the Executive's Base Salary at the rate in effect immediately prior to the termination and the Executive's target Annual Bonus established for the fiscal year in which the Executive's termination of employment occurs; (d) Continuation at the same cost to the Executive as existed as of the Effective Date, Date of Termination of Agreement of all health, welfare, and benefit plan participation for three (3) full years following employment termination, provided that the applicable COBRA health insurance benefit continuation period shall begin as of the Effective Date of Termination; (e) Provision of outplacement services for the Executive not to exceed a cost of fifty thousand dollars ($50,000); and (f) A lump-sum payment equal to the three (3) year costs of perquisites outlined in Section 4.6 above.