Common use of Change in Control Termination Payments Clause in Contracts

Change in Control Termination Payments. (a) Executive will be entitled to the compensation set forth in Paragraph 7(b) hereof (the “CIC Compensation”) if his employment is terminated within two years after a Change in Control by the Company without Cause or by Executive pursuant to Paragraph 5(a)(viii) (the “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 termination by him pursuant to Paragraph 5(a)(iv). (b) In the event of a CIC Trigger, Executive shall be entitled to the CIC Compensation provided below: (i) In lieu of any further salary, bonus or other payments to Executive for periods subsequent to the Date of Termination, the Company shall pay to Executive not later than the tenth day following the Date of Termination a cash amount equal to two times Executive’s annual base salary in effect on the Date of Termination. Notwithstanding the foregoing, if Executive is a specified employee within the meaning of Code Section 409A, the payment described herein shall not be paid until the first day of the seventh month following the month in which the Executive’s termination from employment occurs. (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 arrange to provide Executive life, health, disability and accident insurance benefits and the package of “Executive benefits” substantially similar to those which Executive was receiving immediately prior to the Date of Termination, or immediately prior to a Change in Control, if greater, provided that Executive shall be obliged to continue to pay that proportion of premiums paid by him immediately prior to the Change in Control. (iii) The Company shall vest and accelerate the exercise date of all stock 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. (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) Executive will be entitled to the compensation set forth in Paragraph 7(b) hereof (the “CIC Compensation”) if his employment is terminated within two years after a Change in Control by the Company without Cause or by Executive pursuant to Paragraph 5(a)(viii) (the “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 termination by him pursuant to Paragraph 5(a)(iv). (b) In the event of a CIC Trigger, Executive shall be entitled to the CIC Compensation provided below: (i) In lieu of any further salary, bonus or other payments to Executive for periods subsequent to the Date of Termination, the Company shall pay to Executive not later than the tenth day following the Date of Termination a cash amount equal to two times Executive’s annual base salary in effect on the Date of Termination. Notwithstanding the foregoing, if Executive is a specified employee within the meaning of Code Section 409A, the payment described herein shall not be paid until the first day of the seventh month following the month in which the Executive’s termination from employment occurs. (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 arrange to provide Executive life, health, disability and accident insurance benefits and the package of “Executive benefits” substantially similar to those which Executive was receiving immediately prior to the Date of Termination, or immediately prior to a Change in Control, if greater, provided that Executive shall be obliged to continue to pay that proportion of premiums paid by him immediately prior to the Change in Control. (iii) The Company shall vest and accelerate the exercise date of all stock 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. (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.