Common use of Change of Control Severance Package Clause in Contracts

Change of Control Severance Package. In the event Executive’s employment is terminated during the Term in a manner that constitutes a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) on or after a Change of Control (as defined below) and prior to the date that is thirty (30) days immediately following the first anniversary of the Change of Control, by the Company other than for Cause or by Executive for Good Reason, and other than as a result of a timely Notice of Non-Renewal or Executive’s death or disability (as determined under Section 3.08), then, subject to the satisfaction of the conditions set forth in Section 3.09(d) below, Executive’s change of control severance package (“Change of Control Severance Package”) shall be as follows: (i) Executive shall receive two hundred fifty percent (250%) of the aggregate of (x) Executive’s annual Base Salary for the year in which such termination occurs, and (y) the target (i.e., at 100% of 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 ratably in accordance with the Company’s normal salary payment schedule for senior management over the eighteen (18) month period following the date of the Executive’s separation from service (except as set forth in Section 3.09(d) and (g) below). The foregoing payment is referred to herein as the “Change of Control Severance Pay”; (ii) During the eighteen (18) month period immediately following the termination of employment, the Company shall pay the premium for continued medical and any other applicable health insurance coverage under COBRA for Executive (and if applicable, his family) subject to Executive’s timely election of such COBRA coverage, the continued eligibility for participation by Executive and his family, and subject to COBRA’s terms, conditions and restrictions; and (iii) All unvested compensatory equity awards (including any stock options and restricted stock awards) then held by Executive, if any, shall vest automatically effective as of immediately prior to the termination of Executive’s employment.

Change of Control Severance Package. In the event Executive’s 's employment is terminated during the Term in a manner that constitutes a “"separation from service” " (as such term is defined in Treasury Regulation Section 1.409A-1(h)) on or after a Change of Control (as defined below) and prior to the date that is thirty (30) days immediately following the first anniversary of the Change of Control, by the Company other than for Cause or by Executive for Good Reason, and other than as a result of a timely Notice of Non-Renewal or Executive’s 's death or disability (as determined under Section 3.08), then, subject to the satisfaction of the conditions set forth in Section 3.09(d) below, Executive’s 's change of control severance package (“"Change of Control Severance Package”") shall be as follows: (i) Executive shall receive two hundred fifty percent (250200%) of the aggregate of (x) Executive’s 's annual Base Salary for the year in which such termination occurs, and (y) the target (i.e., at 100% of 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 ratably in accordance with the Company’s 's normal salary payment schedule for senior management (but not less frequently than monthly) over the eighteen (18) month period following the date of the Executive’s 's separation from service (except as set forth in Section 3.09(d) and (g) below). The foregoing payment is referred to herein as the “"Change of Control Severance Pay”;". (ii) During the eighteen (18) 18 month period immediately following the termination of employment, the Company shall also pay the premium for continued medical and any other applicable health insurance coverage under COBRA for Executive (and if applicable, his family) subject to Executive’s 's timely election of such COBRA coverage, the continued eligibility for participation by Executive and his family, and subject to COBRA’s 's terms, conditions and restrictions; and (iii) All unvested compensatory equity awards (including any stock options and restricted stock awards) then held by Executive, if any, shall vest automatically effective as of immediately prior to the termination effective date of Executive’s employmentthe Termination Agreement.

Change of Control Severance Package. In the event Executive’s employment is terminated during the Term in a manner that constitutes a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) on or after a Change of Control (as defined below) and prior to the date that is thirty (30) days immediately following the first anniversary of the Change of Control, by the Company other than for Cause or by Executive for Good Reason, and other than as a result of a timely Notice of Non-Renewal or Executive’s death or disability (as determined under Section 3.08), then, subject to the satisfaction of the conditions set forth in Section 3.09(d) below, Executive’s change of control severance package (“Change of Control Severance Package”) shall be as follows: (i) Executive shall receive two hundred fifty percent (250200%) of the aggregate of (x) Executive’s annual Base Salary for the year in which such termination occurs, and (y) the target (i.e., at 100% of 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 ratably in accordance with the Company’s normal salary payment schedule for senior management over the eighteen (18) month period following the date of the Executive’s separation from service (except as set forth in Section 3.09(d) and (g) below). The foregoing payment is referred to herein as the “Change of Control Severance Pay”; (ii) During the eighteen (18) month period immediately following the termination of employment, the Company shall pay the premium for continued medical and any other applicable health insurance coverage under COBRA for Executive (and if applicable, his family) subject to Executive’s timely election of such COBRA coverage, the continued eligibility for participation by Executive and his family, and subject to COBRA’s terms, conditions and restrictions; and (iii) All unvested compensatory equity awards (including any stock options and restricted stock awards) then held by Executive, if any, shall vest automatically effective as of immediately prior to the termination of Executive’s employment.

Change of Control Severance Package. In the event Executive’s employment is terminated during the Term in a manner that constitutes a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) on or after a Change of Control (as defined below) and prior to the date that is thirty (30) days immediately following the first anniversary of the Change of Control, by the Company other than for Cause or by Executive for Good Reason, and other than as a result of a timely Notice of Non-Renewal or Executive’s death or disability (as determined under Section 3.08), then, subject to the satisfaction of the conditions set forth in Section 3.09(d) below, Executive’s change of control severance package (“Change of Control Severance Package”) shall be as follows: (i) Executive shall receive two hundred fifty percent (250200%) of the aggregate of (x) Executive’s annual Base Salary for the year in which such termination occurs, and (y) the target (i.e., at 100% of 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 ratably in accordance with the Company’s normal salary payment schedule for senior management over the eighteen (18) month period following the date of the Executive’s separation from service (except as set forth in Section 3.09(d) and (g) below). The foregoing payment is referred to herein as the “Change of Control Severance Pay”;. (ii) During the eighteen (18) month period immediately following the termination of employment, the Company shall pay the premium for continued medical and any other applicable health insurance coverage under COBRA for Executive (and if applicable, his family) subject to Executive’s timely election of such COBRA coverage, the continued eligibility for participation by Executive and his family, and subject to COBRA’s terms, conditions and restrictions; and (iii) All unvested compensatory equity awards (including any stock options and restricted stock awards) then held by Executive, if any, shall vest automatically effective as of immediately prior to the termination of Executive’s employment.

Change of Control Severance Package. In the event Executive’s employment is terminated during the Term in a manner that constitutes a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) on or after a Change of Control (as defined below) and prior to the date that is thirty (30) days immediately following the first anniversary of the Change of Control, by the Company other than for Cause or by Executive for Good ReasonCause, and other than as a result of a timely Notice of Non-Renewal or Executive’s death or disability (as determined under Section 3.08), then, subject to the satisfaction of the conditions set forth in Section 3.09(d) below, Executive’s change of control severance package (“Change of Control Severance Package”) shall be as follows: (i) Executive shall receive two hundred fifty percent (250%) of the aggregate of (x) Executive’s annual Base Salary for the year in which such termination occurs, and (y) the target (i.e., at 100% of 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 ratably in accordance with the Company’s normal salary payment schedule for senior management over the eighteen (18) month period following the date of the Executive’s separation from service (except as set forth in Section 3.09(d) and and (g) below). The foregoing payment is referred to herein as the “Change of Control Severance Pay”; ; (ii) During the eighteen (18) month period immediately following the termination of employment, the Company shall pay the premium for continued medical and any other applicable health insurance coverage under COBRA for Executive (and if applicable, his family) subject to Executive’s timely election of such COBRA coverage, the continued eligibility for participation by Executive and his family, and subject to COBRA’s terms, conditions and restrictions; and (iii) All unvested compensatory equity awards (including any stock options and restricted stock awards) then held by Executive, if any, shall vest automatically effective as of immediately prior to the termination of Executive’s employment.