Common use of Change in Control Termination Payments Clause in Contracts

Change in Control Termination Payments. If there is a Change in Control Termination, then, subject to Section 3.02 and provided that the Employee executes and does not revoke the release of claims and separation agreement attached hereto as Exhibit A (the “Release”) and provided such Release becomes effective (without having been revoked) by the 60th day following Employee’s Separation from Service or such earlier date required by the release (such effectiveness deadline, the “Release Deadline”), the Employee shall receive the following payments, which are in addition to any amounts owed to Employee pursuant to any retention agreement, payments or benefits Employee is entitled to under the Colfax Executive Severance Plan, and/or as earned but unpaid wages through the Date of Termination and accrued but unused vacation, if any, through the Date of Termination. Notwithstanding any provision of this Agreement to the contrary, no payment or benefit shall be provided to the Employee pursuant to this Agreement unless a Change in Control is consummated within the Protected Period. No payments will be paid until the Release becomes effective. If the Release does not become effective and irrevocable by the Release Deadline, Employee will forfeit any rights to severance or benefits under this Agreement. (a) An amount equal to two-hundred percent (200%) the Employee’s annual base salary. For purposes of this clause, base salary shall be defined as the greater of (x) the Employee’s base salary at the time of the Change in Control or (y) the Employee’s base salary at the time of the Change in Control Termination. Such cash payment shall be payable in a single sum on the later of (i) sixtieth (60th) day following the Employee’s Separation from Service or (ii) the date of the Change in Control, provided if such sixty (60) day period spans two calendar years the Employee shall not have the right to designate the calendar year of payment. (b) An amount equal to the greatest of (x) two-hundred percent (200%) of the Employee’s full Target Bonus pursuant to the Company’s Annual Incentive Plan for the last full fiscal year of the Company preceding the Change in Control Termination, or (y) two-hundred percent (200%) of the Employee’s full Target Bonus pursuant to the Annual Incentive Plan for the full fiscal year of the Company in which the Change in Control Termination occurs. Such cash payment shall be payable in a single sum on the later of (i) sixtieth (60th) day following the Employee’s Separation from Service or (ii) the date of the Change in Control, provided if such sixty (60) day period spans two calendar years the Employee shall not have the right to designate the calendar year of payment.

Change in Control Termination Payments. If there is a Change in Control Termination, then, subject to Section 3.02 and provided that the Employee executes and does not revoke the release of claims and separation agreement attached hereto as Exhibit A (the “Release”) and provided such Release becomes effective (without having been revoked) by the 60th sixtieth (60th) day following Employee’s Separation from Service or such earlier date required by the release (such effectiveness deadline, the “Release Deadline”), the Employee shall receive the following payments, which are in addition to instead of any amounts owed to Employee pursuant to any retention agreement, payments or benefits Employee is entitled to except for equity awards granted under the Colfax Executive Severance Limoneira Company 2022 Omnibus Incentive Plan, and/or as earned but unpaid wages through the Date of Termination and accrued but unused vacation, if any, through the Date of Termination. Notwithstanding any provision of this Agreement to the contrary, no payment or benefit shall be provided to the Employee pursuant to this Agreement unless a Change in Control is consummated within the Protected Period. No payments will be paid until the Release becomes effective. If the Release does not become effective and irrevocable by the Release Deadline, Employee will forfeit any rights to severance or benefits under this Agreement. : (a) An an amount equal to two-hundred percent (200%) of the Employee’s annual base salary. For purposes of this clause, base salary shall be defined as the greater of (xi) the Employee’s base salary at the time of the Change in Control or (yii) the Employee’s base salary at the time of the Change in Control Termination. Such cash payment shall be payable in a single sum on the later of (i) sixtieth (60th) day following the Employee’s Separation from Service or (ii) the date of the Change in Control, provided if such sixty (60) day period spans two (2) calendar years the Employee shall not have the right to designate the calendar year of payment. ; and (b) An amount equal to if the greatest of Employee properly elects group health plan continuation coverage (x“COBRA”) two-hundred percent (200%) of the Employee’s full Target Bonus pursuant to under the Company’s Annual Incentive Plan for group medical plan (and his/her spouse and dependents, if any, covered by the last full fiscal year of Company’s group medical plan on his/her Termination date), the Company preceding will pay the Change in Control Terminationmonthly group health plan COBRA premium for not more than the level of coverage that Employee (and his/her spouse and dependents, or if any, covered by the Company’s group medical plan on his/her Termination date) currently enjoys for up to twenty-four (y24) two-hundred percent (200%) of the Employee’s full Target Bonus pursuant to the Annual Incentive Plan for the full fiscal year of the Company in which the Change in Control Termination occurs. Such cash payment shall be payable in a single sum on the later of (i) sixtieth (60th) day consecutive months following the Employee’s Separation from Service or Date of Termination (ii) the date of the Change in Control“COBRA Payments”), provided if such sixty (60) day period spans two calendar years the Employee shall not have the right subject to designate the calendar year of paymentcontinued eligibility for COBRA.

Change in Control Termination Payments. If there is a Change in Control Termination, then, subject to Section 3.02 and provided that the Employee executes and does not revoke the release of claims and separation agreement attached hereto as Exhibit A (the “Release”) and provided such Release becomes effective (without having been revoked) by the 60th sixtieth (60th) day following Employee’s Separation from Service or such earlier date required by the release (such effectiveness deadline, the “Release Deadline”), the Employee shall receive the following payments, which are in addition to instead of any amounts owed to Employee pursuant to any retention agreement, payments or benefits Employee is entitled to except for equity awards granted under the Colfax Executive Severance Limoneira Company 2022 Omnibus Incentive Plan, and/or as earned but unpaid wages through the Date of Termination and accrued but unused vacation, if any, through the Date of Termination. Notwithstanding any provision of this Agreement to the contrary, no payment or benefit shall be provided to the Employee pursuant to this Agreement unless a Change in Control is consummated within the Protected Period. No payments will be paid until the Release becomes effective. If the Release does not become effective and irrevocable by the Release Deadline, Employee will forfeit any rights to severance or benefits under this Agreement.: (a) An an amount equal to two-hundred percent [_____] (200_____%) of the Employee’s annual base salary. For purposes of this clause, base salary shall be defined as the greater of (xi) the Employee’s base salary at the time of the Change in Control or (yii) the Employee’s base salary at the time of the Change in Control Termination. Such cash payment shall be payable in a single sum on the later of (i) sixtieth (60th) day following the Employee’s Separation from Service or (ii) the date of the Change in Control, provided if such sixty (60) day period spans two (2) calendar years the Employee shall not have the right to designate the calendar year of payment.; and (b) An amount equal to if the greatest of Employee properly elects group health plan continuation coverage (x“COBRA”) two-hundred percent (200%) of the Employee’s full Target Bonus pursuant to under the Company’s Annual Incentive Plan for group medical plan (and his/her spouse and dependents, if any, covered by the last full fiscal year of Company’s group medical plan on his/her Termination date), the Company preceding will pay the Change in Control Terminationmonthly group health plan COBRA premium for not more than the level of coverage that Employee (and his/her spouse and dependents, or if any, covered by the Company’s group medical plan on his/her Termination date) currently enjoys for up to [_____] (y____) two-hundred percent (200%) of the Employee’s full Target Bonus pursuant to the Annual Incentive Plan for the full fiscal year of the Company in which the Change in Control Termination occurs. Such cash payment shall be payable in a single sum on the later of (i) sixtieth (60th) day consecutive months following the Employee’s Separation from Service or Date of Termination (ii) the date of the Change in Control“COBRA Payments”), provided if such sixty (60) day period spans two calendar years the Employee shall not have the right subject to designate the calendar year of paymentcontinued eligibility for COBRA.