Common use of CIC Termination Clause in Contracts

CIC Termination. Notwithstanding anything to the contrary herein, if there is a CIC Termination, then the provisions of this Section 7 shall apply. (i) Unless the Executive complies with the provisions of Section 7(a)(ii) below, upon CIC Termination, no other payments or benefits shall be due under this Agreement to the Executive other than the Accrued Obligations. (ii) Notwithstanding the provisions of Section 7(a)(i) above, upon CIC Termination, if the Executive executes and does not revoke the Release, and so long as the Executive continues to comply with the provisions of Section 9 below, then, in addition to the Accrued Obligations, the Executive shall be entitled to receive the following: (A) Severance benefits in an amount equal to the product of (1) and (2) where (1) is the sum of Executive’s Base Salary and the Executive’s Target Incentive Bonus in effect immediately prior to the Executive’ termination of employment divided by twelve and (2) is the number of months in the CIC Severance Term. This amount shall be paid in a single lump sum following the Executive’s termination of employment, provided, however, that for a termination of employment prior to a Change in Control, the difference between this amount and any amount paid under Section 3(c)(iii) shall be paid in a single lump sum following the Change in Control, at which time payments under Section 3(c)(iii) shall cease; (B) COBRA continuation benefits as set forth in Section 3(c)(ii), except that the Severance Term shall be the CIC Severance Term; provided, that if the CIC Severance Term exceeds eighteen (18) months and the Executive secures an individual policy for health coverage (including for Executive’s spouse and dependents where applicable), then the Company will reimburse the Executive for the monthly cost of such coverage for the period, if any, commencing on the first day following the eighteen (18) month period and ending after the end of the CIC Severance Term; and further provided that the reimbursement amount for any month shall not exceed the difference between the premium charged for COBRA continuation benefits under section 4980B(f)(2)(C) of the Code and the Monthly COBRA Costs; (C) All outstanding equity grants held by the Executive immediately prior to the CIC Termination which vest based upon the Executive’s continued service over time shall accelerate, become fully vested and/or exercisable, as the case may be, as of the date of the CIC Termination and all outstanding equity grants held by the Executive immediately prior to the CIC Termination which vest based upon attainment of performance criteria shall remain subject to the terms and conditions of the agreement evidencing such performance-based award. (D) Reimbursement for reasonable fees and costs for outplacement services incurred by Executive within the Outplacement Benefit Term, promptly upon presentation of reasonable documentation of such fees and costs, subject to the Outplacement Maximum. All requests of Executive for reimbursement must be submitted to the Company within thirty (30) days of the date incurred.

CIC Termination. Notwithstanding anything to the contrary herein, if there is a CIC Termination, then the provisions of this Section 7 shall apply. (i) Unless the Executive complies with the provisions of Section 7(a)(ii) below, upon CIC Termination, no other payments or benefits shall be due under this Agreement to the Executive other than the Accrued Obligations.. ​ ​ ​ ​ ​ (ii) Notwithstanding the provisions of Section 7(a)(i) above, upon CIC Termination, if the Executive executes and does not revoke the Release, and so long as the Executive continues to comply with the provisions of Section 9 below, then, in addition to the Accrued Obligations, the Executive shall be entitled to receive the following: (A) Severance benefits in an amount equal to the product of (1) and (2) where (1) is the sum of Executive’s Base Salary and the Executive’s Target Incentive Bonus in effect immediately prior to the Executive’ termination of employment divided by twelve and (2) is the number of months in the CIC Severance Term. This amount shall be paid in a single lump sum following the Executive’s termination of employment, provided, however, that for a termination of employment prior to a Change in Control, the difference between this amount and any amount paid under Section 3(c)(iii) shall be paid in a single lump sum within forty-five (45) days following the Change in Control, at which time payments under Section 3(c)(iii) shall cease; (B) An amount equal to the Target Incentive Bonus prorated for the portion of the performance period that the Executive was employed prior to such CIC Termination. (C) COBRA continuation benefits as set forth in Section 3(c)(ii), except that the Severance Term shall be the CIC Severance Term; provided, that if the CIC Severance Term exceeds eighteen (18) months and the Executive secures an individual policy for health coverage (including for Executive’s spouse and dependents where applicable), then the Company will reimburse the Executive for the monthly cost of such coverage for the period, if any, commencing on the first day following the eighteen (18) month period and ending after the end of the CIC Severance Term; and further provided that the reimbursement amount for any month shall not exceed the difference between the premium charged for COBRA continuation benefits under section 4980B(f)(2)(C) of the Code and the Monthly COBRA Costs; (CD) All outstanding equity grants held by the Executive immediately prior to the CIC Termination which vest based upon the Executive’s continued service over time shall accelerate, become fully vested and/or exercisable, as the case may be, as of the date of the CIC Termination and all outstanding equity performance-based stock unit grants held by the Executive immediately prior to the CIC Termination which vest Executive’s termination will become earned and vested based upon attainment of on target level performance criteria shall remain subject with respect to such performance goals in place for the terms and conditions of the agreement evidencing such performance-based stock unit grants, prorated for the portion of the performance period during which Executive was employed by the Company; provided, that, such prorated period shall not be less than 18 months or 50% of the target amount for the award. (DE) Reimbursement for reasonable fees and costs for outplacement services incurred by Executive within the Outplacement Benefit Term, promptly upon presentation of reasonable documentation of such fees and costs, subject to the Outplacement Maximum. All requests of Executive for reimbursement must be submitted to the Company within thirty (30) days of the date incurred.