Common use of Change of Control Severance Package Clause in Contracts

Change of Control Severance Package. In the event Executive’s employment under this Agreement is terminated during the Term, after a Change of Control (as defined below) and prior to the thirty (30) day period immediately following the first anniversary of the Change of Control, (x) by the Company other than for Cause or (y) by Executive for Good Reason, then: (i) As and for a change of control severance package (“Change of Control Severance Package”) Executive shall receive two hundred percent (200%) of the aggregate of (x) Executive’s annual Base Salary for the year in which such termination occurs, and (y) the maximum amount of any Incentive Payment payable to Executive for the year in which such termination occurs under the Management Incentive Program applicable to Executive. Such amount shall be paid either in a single lump sum payment or ratably in accordance with the Company’s normal salary payment schedule for senior management (but not less frequently than monthly) over eighteen (18) months, at the sole discretion of the Executive. During such 18 month period, the Company shall also provide to Executive under COBRA all Company-paid medical insurance benefits available to other senior executives of the Company, all costs of which shall be paid by the Company; and (ii) All unvested warrants, options or restricted stock then held by Executive, if any, shall vest automatically on the of the termination of Executive’s employment. Executive shall in all events be paid all accrued but unpaid Base Salary, earned but unpaid Incentive Compensation for any prior years, reimbursable expenses and other accrued benefits, if any, through the date of termination.

Change of Control Severance Package. In the event Executive’s employment under this Agreement is terminated during the Term, after a Change of Control (as defined below) and prior to the thirty (30) day period immediately following the first anniversary of the Change of Control, (x) by the Company other than for Cause or (y) by Executive for Good Reason, then: (i) As and for a change of control severance package (“Change of Control Severance Package”) Executive shall receive two hundred fifty percent (200250%) of the aggregate of (x) Executive’s annual Base Salary for the year in which such termination occurs, and (y) the maximum amount of any Incentive Payment payable to Executive for the year in which such termination occurs under the Management Incentive Program applicable to Executive. Such amount shall be paid either in a single lump sum payment or ratably in accordance with the Company’s normal salary payment schedule for senior management (but not less frequently than monthly) over eighteen (18) months, at the sole discretion of the Executive. During such 18 month period, the Company shall also provide to Executive under COBRA all Company-paid medical insurance benefits available to other senior executives of the Company, all costs of which shall be paid by the Company; and (ii) All unvested warrants, options or restricted stock then held by Executive, if any, shall vest automatically on the of the termination of Executive’s employment. Executive shall in all events be paid all accrued but unpaid Base Salary, earned but unpaid Incentive Compensation for any prior years, reimbursable expenses and other accrued benefits, if any, through the date of termination.

Change of Control Severance Package. In the event Executive’s employment under this Agreement is terminated during the Term, after a Change of Control (as defined below) and prior to the thirty (30) day period immediately following the first anniversary of the Change of Control, (x) by the Company other than for Cause or (y) by Executive for Good Reason, then: (i) As and for a change of control severance package (“Change of Control Severance Package”) Executive shall receive two hundred percent (200%) of the aggregate of (x) Executive’s annual Base Salary for the year in which such termination occurs, and (y) the maximum target (i.e., at 100% goal attainment) amount of any Incentive Payment payable to Executive for the year in which such termination occurs under the Management Incentive Program applicable to Executive. Such amount shall be paid either in a single lump sum payment or ratably in accordance with the Company’s normal salary payment schedule for senior management (but not less frequently than monthly) over eighteen (18) months, at the sole discretion of the Executive. During such 18 month period, the Company shall also provide to Executive under COBRA all Company-paid medical insurance benefits available to other senior executives of the Company, all costs of which shall be paid by the Company; and (ii) All unvested warrants, options or restricted stock then held by Executive, if any, shall vest automatically on the of with the termination of Executive’s employment. Executive shall in all events be paid all accrued but unpaid Base Salary, earned but unpaid Incentive Compensation for any prior years, reimbursable expenses and other accrued benefits, if any, through the date of termination.

Change of Control Severance Package. In the event Executive’s employment under this Agreement is terminated during the Term, after a Change of Control (as defined below) and prior to the thirty (30) day period immediately following the first anniversary of the Change of Control, (x) by the Company other than for Cause or (y) by Executive for Good Reason, then: (i) As and for a change of control severance package (“Change of Control Severance Package”) Executive shall receive two hundred fifty percent (200250%) of the aggregate of (x) Executive’s annual Base Salary for the year in which such termination occurs, and (y) the maximum amount of any Incentive Payment payable to Executive for the year in which such termination occurs under the Management Incentive Program applicable to Executive. Such amount shall be paid either in a single lump sum payment or ratably in accordance with the Company’s normal salary payment schedule for senior management (but not less frequently than monthly) over eighteen (18) months, at the sole discretion of the Executive. During such 18 month period, the Company shall also provide to Executive under COBRA all Company-paid medical insurance benefits available to other senior executives of the Company, all costs of which shall be paid by the Company; and (ii) All unvested warrants, options or restricted stock then held by Executive, if any, shall vest automatically on the of the termination of Executive’s employment. Executive shall in all events be paid all accrued but unpaid Base Salary, earned but unpaid Incentive Compensation for any prior years, reimbursable expenses and other accrued benefits, if any, through the date of termination.

Change of Control Severance Package. In the event Executive’s employment under this Agreement is terminated during the Term, after a Change of Control (as defined below) and prior to the thirty (30) day period immediately following the first anniversary of the Change of Control, (x) by the Company other than for Cause or (y) by Executive for Good Reason, then: (i) As and for a change of control severance package (“Change of Control Severance Package”) Executive shall receive two hundred seventy five percent (200275%) of the aggregate of (x) Executive’s annual Base Salary for the year in which such termination occurs, and (y) the maximum amount of any Incentive Payment payable to Executive for the year in which such termination occurs under the Management Incentive Program applicable to Executive. Such amount shall be paid either in a single lump sum payment or ratably in accordance with the Company’s normal salary payment schedule for senior management (but not less frequently than monthly) over eighteen (18) months, at the sole discretion of the Executive. During such 18 month period, the Company shall also provide to Executive under COBRA all Company-paid medical insurance benefits available to other senior executives of the Company, all costs of which shall be paid by the Company; and (ii) All unvested warrants, options or restricted stock then held by Executive, if any, shall vest automatically on the of the termination of Executive’s employment. Executive shall in all events be paid all accrued but unpaid Base Salary, earned but unpaid Incentive Compensation for any prior years, reimbursable expenses and other accrued benefits, if any, through the date of termination.