Common use of Change of Control Severance Benefits Clause in Contracts

Change of Control Severance Benefits. If a "Change of Control" occurs and your employment with the Company is terminated upon, or within a one-year period following, the effective date of such Change of Control by (i) the Company, other than for "Cause," or (ii) you for "Good Reason," you shall be entitled to a lump sum payment equal to either (A) your annual salary for the year in which such Change of Control occurs, plus the full amount of your target award under the Company's Executive Management Bonus Plan (the "Bonus Plan") for that year, if such termination occurs during the twelve months immediately following the date of this agreement, or (B) two times the sum of (x) your annual salary for the year in which such Change of Control occurs and (y) the full amount of your target award under the Bonus Plan for that year, if such termination occurs at any time after the first anniversary of the date of this agreement. In addition, in the event of such termination, then for a period of either (i) one year following the effective date of such termination, if such termination occurs during the twelve months immediately following the date of this agreement, or (ii) two years following the effective date of termination, if such termination occurs at any time after the first anniversary of the date of this agreement, the Company shall, at its sole cost and expense, maintain in full force and effect for your benefit (and the benefit of your spouse and children, if applicable) the long-term disability and medical and dental insurance coverage maintained by the Company and as in effect immediately prior to the Change of Control or, if more favorable to you (and your spouse and children, if applicable), as in effect immediately prior to the occurrence of the first event or circumstance constituting Good Reason; provided that if the general terms and conditions of such insurance do not permit the continued coverage of you (and of your spouse and children, if applicable) as provided above, the Company shall, provide or arrange to provide you (and your spouse and children, if applicable) for the applicable period as provided above, at its sole cost and expense, with such insurance coverage having benefits substantially similar (with no reduction in benefits) to those which you (and you spouse and children, if applicable) would otherwise have been entitled had the continued coverage of you (and of your spouse and children, if applicable) as provided above been permitted under the general terms and conditions of such insurance.

Change of Control Severance Benefits. If a "“Change of Control" ” occurs and your employment with the Company is terminated upon, or within a one-year period following, the effective date of such Change of Control by (i) the Company, other than for "“Cause," ” or (ii) you for "“Good Reason," ” you shall be entitled to a lump sum payment equal to either (A) your annual salary for the year in which such Change of Control occurs, plus the full amount of your target award under the Company's ’s Executive Management Bonus Plan (the "“Bonus Plan"”) for that year, if such termination occurs during the twelve months immediately following the date of this agreement, or (B) two times the sum of (x) your annual salary for the year in which such Change of Control occurs and (y) the full amount of your target award under the Bonus Plan for that year, if such termination occurs at any time after the first anniversary of the date of this agreement. In addition, in the event of such termination, then for a period of either (i) one year following the effective date of such termination, if such termination occurs during the twelve months immediately following the date of this agreement, or (ii) two years following the effective date of termination, if such termination occurs at any time after the first anniversary of the date of this agreement, the Company shall, at its sole cost and expense, maintain in full force and effect for your benefit (and the benefit of your spouse and children, if applicable) the long-term disability and medical and dental insurance coverage maintained by the Company and as in effect immediately prior to the Change of Control or, if more favorable to you (and your spouse and children, if applicable), as in effect immediately prior to the occurrence of the first event or circumstance constituting Good Reason; provided that if the general terms and conditions of such insurance do not permit the continued coverage of you (and of your spouse and children, if applicable) as provided above, the Company shall, provide or arrange to provide you (and your spouse and children, if applicable) for the applicable period as provided above, at its sole cost and expense, with such insurance coverage having benefits substantially similar (with no reduction in benefits) to those which you (and you spouse and children, if applicable) would otherwise have been entitled had the continued coverage of you (and of your spouse and children, if applicable) as provided above been permitted under the general terms and conditions of such insurance.

Change of Control Severance Benefits. If a "Change of Control" Control occurs and your employment with the Company is terminated upon, or within a one-year period following, the effective date of such Change of Control by (i) the Company, other than for "Cause," Cause (as defined below), or (ii) you for "Good Reason," , you shall be entitled to a lump sum payment equal to either (A) your annual salary for the year in which such Change of Control occurs, plus the full amount of your target award under the Company's Executive Management Bonus Plan (the "Bonus Plan") for that year, if such termination occurs during the first twelve months immediately following of your employment with the date of this agreementCompany, or (B) two times the sum of (x) your annual salary for the year in which such Change of Control occurs and (y) the full amount of your target award under the Bonus Plan for that year, if such termination occurs at any time after the first anniversary of your employment with the date of this agreementCompany. In addition, in the event of such termination, then for a period of either (i) one year following the effective date of such termination, if such termination occurs during the first twelve months immediately following of your employment with the date of this agreementCompany, or (ii) two years following the effective date of such termination, if such termination occurs at any time after the first anniversary of your commencement of employment with the date of this agreementCompany, the Company shall, shall at its sole cost and expense, expense maintain in full force and effect for your benefit (and the benefit of your spouse and children, if applicable) the long-term disability and medical and dental insurance coverage maintained by the Company and as in effect immediately prior to the Change of Control or, if more favorable to you (and your spouse and children, if applicable), as in effect immediately prior to the occurrence of the first event or circumstance constituting Good Reason; provided that if the general terms and conditions of such insurance do not permit the continued coverage of you (and of your spouse and children, if applicable) as provided above, the Company shall, provide or arrange to provide you (and your spouse and children, if applicable) for the applicable period as provided above, at its sole cost and expense, with such insurance coverage having benefits substantially similar (with no reduction in benefits) to those which you (and you spouse and children, if applicable) would otherwise have been entitled had the continued coverage of you (and of your spouse and children, if applicable) as provided above been permitted under the general terms and conditions of such insurance.

Change of Control Severance Benefits. If a "Change of Control" occurs and your employment with the Company is terminated upon, or within a one-year period following, the effective date of such Change of Control by (i) the Company, other than for "Cause," or (ii) you for "Good Reason," you shall be entitled to a lump sum payment equal to either (A) your annual salary for the year in which such Change of Control occurs, plus the full amount of your target award under the Company's Executive Management Bonus Plan (the "Bonus Plan") for that year, if such termination occurs during the twelve months immediately following the date of this agreement, or (B) two times the sum of (x) your annual salary for the year in which such Change of Control occurs and (y) the full amount of your target award under the Bonus Plan for that year, if such termination occurs at any time after the first anniversary of the date of this agreement. In addition, in the event of such termination, then for a period of either (i) one year following the effective date of such termination, if such termination occurs during the twelve months immediately following the date of this agreement, or (ii) two years following the effective date of termination, if such termination occurs at any time after the first anniversary of the date of this agreement, the Company shall, at its sole cost and expense, maintain in full force and effect for your benefit (and the benefit of your spouse and children, if applicable) the long-term disability and medical and dental insurance coverage maintained by the Company and as in effect immediately prior to the Change of Control or, if more favorable to you (and your spouse and children, if applicable), as in effect immediately prior to the occurrence of the first event or circumstance constituting Good Reason; provided that if the general terms and conditions of such insurance do not permit the continued coverage of you (and of your spouse and children, if applicable) as provided above, the Company shall, provide or arrange to provide you (and your spouse and children, if applicable) for the applicable period as provided above, at its sole cost and expense, with such insurance coverage having benefits substantially similar (with no reduction in benefits) to those which you (and you spouse and children, if applicable) would otherwise have been entitled had the continued coverage of you (and of your spouse and children, if applicable) as provided above been permitted under the general terms and conditions of such insurance. Xxxxx X. XxXxxxxxxx May 9, 2002 Page 2 ACCELERATION OF VESTING OF FUTURE STOCK OPTIONS.