Common use of Change in Control Severance Clause in Contracts

Change in Control Severance. Upon the termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason during the two-year period following a Change in Control (a “CIC Termination”), and upon execution of a general release in favor of the Company and substantially in the form attached hereto as Exhibit A (the “Release”) and expiration of any revocation period applicable to the release, the Executive shall be entitled to the payments and benefits set forth in this Section 2.1 and in Section 2.3. In addition, a CIC Termination shall result if the Executive’s employment is terminated prior to a Change in Control and (a) the Executive reasonably demonstrates that the Executive’s employment was terminated without Cause prior to a Change in Control (1) at the request of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control (or who has taken other steps reasonably calculated to effect a Change in Control) or (2) otherwise in connection with or in anticipation of a Change in Control, or (b) the Executive terminates his employment for Good Reason prior to a Change in Control and the Executive reasonably demonstrates that the circumstance(s) or event(s) which constitute such Good Reason occurred (1) at the request of such Person or (2) otherwise in connection with or in anticipation of a Change in Control. 2.1.1. A payment equal to two times the sum of (a) the Executive’s Annual Base Salary and (b) the Executive’s target bonus amount for the year in which any such termination occurs. The payment shall be made in a single lump sum on the date that is six months following the Executive’s CIC Termination. 2.1.2. A lump sum payment equal to the Executive’s target bonus payment under the Company’s management incentive plan times a fraction, the numerator of which is the number of days that have elapsed in the year of the Executive’s CIC Termination and the denominator of which is 365. Such payment shall be made on the date which is six months after the Executive’s CIC Termination.

Change in Control Severance. Upon the termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason during the two-year period following a Change in Control (a “CIC Termination”), and upon execution of if the Executive executes and does not revoke a general release in favor of the Company and release, substantially in the form attached hereto as Exhibit A (the “Release”) and expiration ), in favor of any revocation period applicable to the releaseCompany, the Executive shall be entitled to the payments and benefits set forth in this Section 2.1 and in Section 2.3. In addition, a CIC Termination shall result if the Executive’s employment is terminated prior to a Change in Control and (a) the Executive reasonably demonstrates that the Executive’s employment was terminated without Cause prior to a Change in Control (1) at the request of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control (or who has taken other steps reasonably calculated to effect a Change in Control) or (2) otherwise in connection with or in anticipation of a Change in Control, or (b) the Executive terminates his employment for Good Reason prior to a Change in Control and the Executive reasonably demonstrates that the circumstance(s) or event(s) which constitute such Good Reason occurred (1) at the request of such Person or (2) otherwise in connection with or in anticipation of a Change in Control. 2.1.1. A payment equal to two (2) times the sum of (a) the Executive’s Annual Base Salary and (b) the Executive’s target bonus amount for the year in which any such termination occurs. The payment shall be made in a single lump sum on the date that is six (6) months following the Executive’s CIC Termination. 2.1.2. A lump sum payment equal to the Executive’s target bonus payment under the Company’s management incentive plan times a fraction, the numerator of which is the number of days that have elapsed in the year of the Executive’s CIC Termination as of the date of termination and the denominator of which is 365. Such payment shall be made on the date which is six (6) months after the Executive’s CIC Termination. 2.1.3. Notwithstanding Section 2.1.1 above, the severance payment described in Section 2.1.1 shall be paid in a lump sum payment only if (i) the Change in Control constitutes a “change in control event” under Section 409A of the Code (a “409A Change in Control”) and (ii) the Executive’s CIC Termination occurs on or after the Change in Control occurs. If the Change in Control does not constitute a 409A Change in Control, or if the Executive’s CIC Termination occurs prior to the date of the Change in Control, then the severance payment described in Section 2.1.1 shall be paid in the manner described in Section 2.2.1, as if his termination were a Non-CIC Termination (but in the amount set forth in Section 2.1.1).

Change in Control Severance. Upon the termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason during the two-year period following a Change in Control (a “CIC Termination”), and upon execution of a general release in favor of the Company and substantially in the form attached hereto as Exhibit A (the “Release”) and expiration of any revocation period applicable to the release, the Executive shall be entitled to the payments and benefits set forth in this Section 2.1 and in Section 2.3. In addition, a CIC Termination shall result if the Executive’s employment is terminated prior to a Change in Control and (a) the Executive reasonably demonstrates that the Executive’s employment was terminated without Cause prior to a Change in Control (1) at the request of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control (or who has taken other steps reasonably calculated to effect a Change in Control) or (2) otherwise in connection with or in anticipation of a Change in Control, or (b) the Executive terminates his employment for Good Reason prior to a Change in Control and the Executive reasonably demonstrates that the circumstance(s) or event(s) which constitute such Good Reason occurred (1) at the request of such Person or (2) otherwise in connection with or in anticipation of a Change in Control. 2.1.1. A payment equal to two three times the sum of (a) the Executive’s Annual Base Salary and (b) the Executive’s target bonus amount for the year in which any such termination occurs. The payment shall be made in a single lump sum on the date that is six months following the Executive’s CIC Termination. 2.1.2. A lump sum payment equal to the Executive’s target bonus payment under the Company’s management incentive plan times a fraction, the numerator of which is the number of days that have elapsed in the year of the Executive’s CIC Termination and the denominator of which is 365. Such payment shall be made on the date which is six months after the Executive’s CIC Termination.

Change in Control Severance. Upon the termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason during the two-year period following a Change in Control (a “CIC Termination”), and upon execution of if the Executive executes and does not revoke a general release in favor of the Company and release, substantially in the form attached hereto as Exhibit A (the “Release”) and expiration ), in favor of any revocation period applicable to the releaseCompany, the Executive shall be entitled to the payments and benefits set forth in this Section 2.1 and in Section 2.3. In addition, a CIC Termination shall result if the Executive’s employment is terminated prior to a Change in Control and (a) the Executive reasonably demonstrates that the Executive’s employment was terminated without Cause prior to a Change in Control (1) at the request of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control (or who has taken other steps reasonably calculated to effect a Change in Control) or (2) otherwise in connection with or in anticipation of a Change in Control, or (b) the Executive terminates his employment for Good Reason prior to a Change in Control and the Executive reasonably demonstrates that the circumstance(s) or event(s) which constitute such Good Reason occurred (1) at the request of such Person or (2) otherwise in connection with or in anticipation of a Change in Control. 2.1.1. A payment equal to two three (3) times the sum of (a) the Executive’s Annual Base Salary and (b) the Executive’s target bonus amount for the year in which any such termination occurs. The payment shall be made in a single lump sum on the date that is six (6) months following the Executive’s CIC Termination. 2.1.2. A lump sum payment equal to the Executive’s target bonus payment under the Company’s management incentive plan times a fraction, the numerator of which is the number of days that have elapsed in the year of the Executive’s CIC Termination as of the date of termination and the denominator of which is 365. Such payment shall be made on the date which is six (6) months after the Executive’s CIC Termination. 2.1.3. Notwithstanding Section 2.1.1 above, the severance payment described in Section 2.1.1 shall be paid in a lump sum payment only if (i) the Change in Control constitutes a “change in control event” under Section 409A of the Code (a “409A Change in Control”) and (ii) the Executive’s CIC Termination occurs on or after the Change in Control occurs. If the Change in Control does not constitute a 409A Change in Control, or if the Executive’s CIC Termination occurs prior to the date of the Change in Control, then the severance payment described in Section 2.1.1 shall be paid in the manner described in Section 2.2.1, as if his termination were a Non-CIC Termination (but in the amount set forth in Section 2.1.1).