Common use of Change in Control Termination Payments Clause in Contracts

Change in Control Termination Payments. (a) The Executive will be entitled to the compensation set forth in Section 9(b) hereof (the “CIC Compensation”) if his employment is terminated within two years after a Change in Control (i) by the Company without Cause or (ii) by the Executive for any reason whatsoever (in either case, a "CIC Trigger"). (b) In the event of a CIC Trigger, the Executive shall be entitled to the CIC Compensation provided below: (i) The Company shall pay, in a lump sum, an amount equal to four (4) times the Base Salary then in effect hereunder, and the Company shall continue providing the benefits then in effect described in Section 5(b) for four (4) years from the Executive’s Date of Termination (unless the terms of the applicable plans expressly prohibit the continuation, in which case the Company shall procure and pay for substantially similar benefits), provided that the Executive shall be obliged to continue to pay that proportion of any benefit premiums paid by him immediately prior to the Change in Control. (ii) The vesting of any Grant by the Company or any of its subsidiaries shall be accelerated, and all such Grants, if any, that are unvested or not exercisable on the Date of Termination, shall be immediately exercisable for the duration of their respective terms, notwithstanding any contrary provision of any plan pursuant to which such Grant is made, including without limitation any such provision that purports to require exercise of rights under such Grant within a particular time period after termination of employment. (iii) The Executive shall have the right within one year following the Change in Control to sell to the Company, and if the Executive so elects, the Company shall purchase, shares of common stock acquired at any time pursuant to a Grant at a price equal to the average of the closing sale prices of the common stock for the 30 trading days ending on the date prior to the date of the Change in Control.

Change in Control Termination Payments. (a) The Executive will be entitled to the compensation set forth in Section Paragraph 9(b) hereof (the “CIC Compensation”) if his employment is terminated within two years after a Change in Control (i) by the Company without Cause or (ii) by Executive pursuant to Paragraph 7(a)(v) (either (i) or (ii), the Executive for any reason whatsoever (in either case, a "“CIC Trigger"”). Notwithstanding the foregoing, Executive will not be entitled to CIC Compensation in the event of a termination of his employment following a Change in Control on account of his Death, Disability, Retirement, or termination by him pursuant to Paragraph 7(a)(iv). (b) In the event of a CIC Trigger, the Executive shall be entitled to the CIC Compensation provided below: (i) The In lieu of any further salary, bonus or other payments to Executive for periods subsequent to the Date of Termination, the Company shall pay, in pay to Executive not later than the tenth day following the Date of Termination a lump sum, cash amount equal to the sum of: (y) an amount equal to four two times Executive’s annual base salary in effect on the date of Termination (4the “Base Salary”); and (z) an amount equal to two times the Base Salary then sum of (A) the target bonus opportunity in effect hereunderthe year of such termination and (B) the contribution, and if any, paid by the Company for the benefit of Executive to any 401(k) Plan in the last complete fiscal year of the Company. (ii) Until the earlier of Executive’s death or the end of the twelve (12) month period following the Date of Termination, the Company shall continue providing arrange to provide Executive life, health, disability and accident insurance benefits and the benefits then in effect described in Section 5(b) for four (4) years from package of “Executive benefits” substantially similar to those which Executive was receiving immediately prior to the Executive’s Date of Termination (unless the terms of the applicable plans expressly prohibit the continuationTermination, or immediately prior to a Change in which case the Company shall procure and pay for substantially similar benefits)Control, if greater, provided that the Executive shall be obliged to continue to pay that proportion of any benefit premiums paid by him immediately prior to the Change in Control. (iiiii) The vesting Company shall vest and accelerate the exercise date of any Grant by the Company or any of its subsidiaries shall be accelerated, and all such Grantsstock options, if any, granted to Executive (the “Options”) that are unvested or not exercisable on the Date of Termination, to the end that the Options shall be immediately exercisable for the duration of their respective original terms, notwithstanding any contrary provision of any plan pursuant to which such Grant is made, including without limitation any such provision that purports to require exercise of rights under such Grant within a particular time period after termination of employment. (iiiiv) The Executive shall have the right within one year following the later of the Change in Control or the exercise of an Option to sell to the Company, and if the Executive so elects, the Company shall purchase, shares of common stock acquired at any time pursuant to a Grant upon exercise of such Option at a price equal to the average of the closing sale prices of the common stock for the 30 trading days ending on the date prior to the date of the Change in Control. (c) If the CIC Compensation hereunder, either alone or together with other payments to Executive from the Company, would constitute an “excess parachute payment” (as defined in Section 280G of the Internal Revenue Code of 1986, as amended from time to time (the “Code”)), such CIC Compensation shall be reduced to the largest amount that will result in no portion of the payments hereunder being subject to the excise tax imposed by Section 4999 of the Code or being disallowed as deductions to the Company under Section 280G of the Code.

Change in Control Termination Payments. (a) The Executive will be entitled to the compensation set forth in Section Paragraph 9(b) hereof (the “CIC Compensation”) if his employment is terminated within two years after a Change in Control (i) by the Company without Cause or (ii) by Executive pursuant to Paragraph 7(a)(v) (either (i) or (ii), the Executive for any reason whatsoever (in either case, a "“CIC Trigger"”). Notwithstanding the foregoing, Executive will not be entitled to CIC Compensation in the event of a termination of his employment following a Change in Control on account of his Death, Disability, or Retirement, or termination by him pursuant to Paragraph 7(a)(iv). (b) In the event of a CIC Trigger, the Executive shall be entitled to the CIC Compensation provided below: (i) The In lieu of any further salary, bonus or other payments to Executive for periods subsequent to the Date of Termination, the Company shall pay, in pay to Executive not later than the tenth day following the Date of Termination a lump sum, cash amount equal to the sum of: (y) an amount equal to four two times Executive’s annual base salary in effect on the date of Termination (4the “Base Salary”); and (z) an amount equal to two times the Base Salary then sum of (A) the target bonus opportunity in effect hereunderthe year of such termination and (B) the contribution, and if any, paid by the Company for the benefit of Executive to any 401(k) Plan in the last complete fiscal year of the Company. (ii) Until the earlier of Executive’s death or the end of the twelve (12) month period following the Date of Termination, the Company shall continue providing arrange to provide Executive life, health, disability and accident insurance benefits and the benefits then in effect described in Section 5(b) for four (4) years from package of “Executive benefits” substantially similar to those which Executive was receiving immediately prior to the Executive’s Date of Termination (unless the terms of the applicable plans expressly prohibit the continuationTermination, or immediately prior to a Change in which case the Company shall procure and pay for substantially similar benefits)Control, if greater, provided that the Executive shall be obliged to continue to pay that proportion of any benefit premiums paid by him immediately prior to the Change in Control. (iiiii) The vesting Company shall vest and accelerate the exercise date of any Grant by the Company or any of its subsidiaries shall be accelerated, and all such Grantsstock options, if any, granted to Executive (the “Options”) that are unvested or not exercisable on the Date of Termination, to the end that the Options shall be immediately exercisable for the duration of their respective original terms, notwithstanding any contrary provision of any plan pursuant to which such Grant is made, including without limitation any such provision that purports to require exercise of rights under such Grant within a particular time period after termination of employment. (iiiiv) The Executive shall have the right within one year following the later of the Change in Control or the exercise of an Option to sell to the Company, and if the Executive so elects, the Company shall purchase, shares of common stock acquired at any time pursuant to a Grant upon exercise of such Option at a price equal to the average of the closing sale prices of the common stock for the 30 trading days ending on the date prior to the date of the Change in Control. (c) If the CIC Compensation hereunder, either alone or together with other payments to Executive from the Company, would constitute an “excess parachute payment” (as defined in Section 280G of the Internal Revenue Code of 1986, as amended from time to time (the “Code”)), such CIC Compensation shall be reduced to the largest amount that will result in no portion of the payments hereunder being subject to the excise tax imposed by Section 4999 of the Code or being disallowed as deductions to the Company under Section 280G of the Code.

Change in Control Termination Payments. (a) The Executive will be entitled to the compensation set forth in Section 9(b) hereof (the “CIC Compensation”) if his employment is terminated within two years after a Change in Control (i) by the Company without Cause or (ii) by the Executive for any reason whatsoever (in either case, a "CIC Trigger"). (b) In the event of a CIC Trigger, the Executive shall be entitled to the CIC Compensation provided below: (i) The Company shall pay, in a lump sum, an amount equal to four (4) times the Base Salary then in effect hereunder, and the Company shall continue providing the benefits then in effect described in Section 5(b) for four (4) years from the Executive’s Date of Termination (unless the terms of the applicable plans expressly prohibit the continuation, in which case the Company shall procure and pay for substantially similar benefits), provided that the Executive shall be obliged to continue to pay that proportion of any benefit premiums paid by him her immediately prior to the Change in Control. (ii) The vesting of any Grant Grants by the Company or any of its subsidiaries shall be accelerated, and all such Grants, if any, that are unvested or not exercisable on the Date of Termination, shall be immediately exercisable for the duration of their respective terms, notwithstanding any contrary provision of any plan pursuant to which such Grant is made, including without limitation any such provision that purports to require exercise of rights under such Grant within a particular time period after termination of employment. (iii) The Executive shall have the right within one year following the Change in Control to sell to the Company, and if the Executive so elects, the Company shall purchase, shares of common stock acquired at any time pursuant to a Grant at a price equal to the average of the closing sale prices of the common stock for the 30 trading days ending on the date prior to the date of the Change in Control.