Common use of Compensation if Terminated during Protected Period Clause in Contracts

Compensation if Terminated during Protected Period. If, during the Protected Period, either the Executive’s employment is Terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive’s (x) continued compliance with the provisions of Sections 10 and 11 and (y) execution and delivery of a general release of claims against the Company and its affiliates in a form reasonably acceptable to the Company, payment in one lump sum of: (1) 100% of the greater of the current Base Salary or Executive’s highest Base Salary paid within the Employment Term; plus (2) 100% of Executive’s Target Annual Bonus; payable generally within ten (10) business days after Executive’s Date of Termination, or, if later, upon the expiration of the revocation period provided for in such release, except when such payment is delayed and paid in accordance with Section 9(b) for a determination under Section 9, but in no event later than two and a half (2-1/2) months after the end of the year in which the Executive’s Termination of Employment occurred; and (C) continued coverage under the Company’s group health plans during the twelve (12) months following Executive’s Date of Termination on the same basis as active employees of the Company. Following Executive’s Termination of Employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive’s resignation for Good Reason, except as set forth in this Section 8(c), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Compensation if Terminated during Protected Period. If, during the Protected Period, either the Executive’s employment is Terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive’s (x) continued compliance with the provisions of Sections 10 and 11 and (y) execution and delivery of a general release of claims against the Company and its affiliates in a form reasonably acceptable to the Company, payment in one lump sum of: (1) 100200% of the greater of the current Base Salary or Executive’s highest Base Salary paid within the Employment Term; plus (2) 100the greater of (i) 200% of Executive’s Target Annual BonusBonus for the fiscal year in which Executive’s Termination of Employment occurs or (ii) 200% of Executive’s Target Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Change in Control occurs; payable generally within ten (10) business days after Executive’s Date of Termination, or, if later, upon the expiration of the revocation period provided for in such release, except when such payment is delayed and paid in accordance with Section 9(b) for a determination under Section 9, but in no event later than two and a half (2-1/2) months after the end of the year in which the Executive’s Termination of Employment occurred; and (C) continued coverage a lump sum payment equal to the premium subsidy the Company would have otherwise paid on Executive’s behalf under the Company’s group health plans during insurance plan had he remained employed for the twelve twenty-four (1224) months period following Executive’s the Date of Termination on the same basis as active employees of the CompanyTermination. Following Executive’s Termination of Employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive’s resignation for Good Reason, except as set forth in this Section 8(c), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Compensation if Terminated during Protected Period. If, during the Protected Period, either the Executive’s employment is Terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive’s (x) continued compliance with the provisions of Sections 10 and 11 and (y) execution and delivery of a general release of claims against the Company and its affiliates in a form reasonably acceptable to the Company, payment in one lump sum of: (1) 100% of the greater of the current Base Salary or Executive’s highest Base Salary paid within the Employment Term; plus (2) the greater of (i) 100% of Executive’s Target Annual BonusBonus for the fiscal year in which Executive’s Termination of Employment occurs or (ii) 100% of Executive’s Target Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Change in Control occurs; payable generally within ten (10) business days after Executive’s Date of Termination, or, if later, upon the expiration of the revocation period provided for in such release, except when such payment is delayed and paid in accordance with Section 9(b) for a determination under Section 9, but in no event later than two and a half (2-1/2) months after the end of the year in which the Executive’s Termination of Employment occurred; and (C) continued coverage a lump sum payment equal to the premium subsidy the Company would have otherwise paid on Executive’s behalf under the Company’s group health plans during insurance plan had he remained employed for the twelve (12) months period following Executive’s the Date of Termination on the same basis as active employees of the CompanyTermination. Following Executive’s Termination of Employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive’s resignation for Good Reason, except as set forth in this Section 8(c), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Compensation if Terminated during Protected Period. If, during the Protected Period, either the Executive’s employment is Terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive’s (x) continued compliance with the provisions of Sections 10 and 11 and (y) execution and delivery of a general release of claims against the Company and its affiliates in a form reasonably acceptable to the Company, payment in one lump sum of: (1) 100300% of the greater of the current Base Salary or Executive’s highest Base Salary paid within the Employment Term; plus (2) 100the greater of (i) 300% of Executive’s Target Annual BonusBonus for the fiscal year in which Executive’s Termination of Employment occurs or (ii) 300% of Executive’s Target Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Change in Control occurs; payable generally within ten (10) business days after Executive’s Date of Termination, or, if later, upon the expiration of the revocation period provided for in such release, except when such payment is delayed and paid in accordance with Section 9(b) for a determination under Section 9, but in no event later than two and a half (2-1/2) months after the end of the year in which the Executive’s Termination of Employment occurred; and (C) continued coverage under the Company’s group health plans during the twelve thirty-six (1236) months following Executive’s Date of Termination on the same basis as active employees of the Company. Following Executive’s Termination ; provided that during any portion of Employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive’s resignation for Good Reason, except as set forth in this Section 8(c), Executive shall have no further rights to any compensation or any other benefits under this Agreement.that period beyond eighteen

Compensation if Terminated during Protected Period. If, during the Protected Period, either the Executive’s employment is Terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive’s (x) continued compliance with the provisions of Sections 10 and 11 and (y) execution and delivery of a general release of claims against the Company and its affiliates in a form reasonably acceptable to the Company, payment in one lump sum of: (1) 100300% of the greater of the current Base Salary or Executive’s highest Base Salary paid within the Employment Term; plus (2) 100the greater of (i) 300% of Executive’s Target Annual BonusBonus for the fiscal year in which Executive’s Termination of Employment occurs or (ii) 300% of Executive’s Target Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Change in Control occurs; payable generally within ten (10) business days after Executive’s Date of Termination, or, if later, upon the expiration of the revocation period provided for in such release, except when such payment is delayed and paid in accordance with Section 9(b) for a determination under Section 9, but in no event later than two and a half (2-1/2) months after the end of the year in which the Executive’s Termination of Employment occurred; and (C) continued coverage under the Company’s group health plans during the twelve thirty-six (1236) months following Executive’s Date of Termination on the same basis as active employees of the Company; provided that during any portion of that period beyond eighteen (18) months following Executive’s Date of Termination, to the extent coverage under the Company’s group health plans is not permissible under the terms of such plans, the Company may, in lieu of providing such coverage, pay Executive an amount equal to the premium subsidy the Company otherwise would have paid on Executive’s behalf for such coverage during the balance of such period. Following Executive’s Termination of Employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive’s resignation for Good Reason, except as set forth in this Section 8(c), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Compensation if Terminated during Protected Period. If, during the Protected Period, either the Executive’s employment is Terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive’s (x) continued compliance with the provisions of Sections 10 and 11 and (y) execution and delivery of a general release of claims against the Company and its affiliates in a form reasonably acceptable to the Company, payment in one lump sum of: (1) 100% of the greater of the current Base Salary or Executive’s highest Base Salary paid within the Employment Term; plus (2) the greater of (i) 100% of Executive’s Target Annual BonusBonus for the fiscal year in which Executive’s Termination of Employment occurs or (ii) 100% of Executive’s Target Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Change in Control occurs; payable generally within ten (10) business days after Executive’s Date of Termination, or, if later, upon the expiration of the revocation period provided for in such release, except when such payment is delayed and paid in accordance with Section 9(b) for a determination under Section 9, but in no event later than two and a half (2-1/2) months after the end of the year in which the Executive’s Termination of Employment occurred; and (C) continued coverage a lump sum payment equal to the premium subsidy the Company would have otherwise paid on Executive’s behalf under the Company’s group health plans during insurance plan had he remained employed for the twelve (12) months period following Executive’s the Date of Termination on the same basis as active employees of the CompanyTermination. \ Following Executive’s Termination of Employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive’s resignation for Good Reason, except as set forth in this Section 8(c), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Compensation if Terminated during Protected Period. If, during the Protected Period, either the Executive’s employment is Terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive’s (x) continued compliance with the provisions of Sections 10 and 11 and (y) execution and delivery of a general release of claims against the Company and its affiliates in a form reasonably acceptable to the Company, payment in one lump sum of: (1) 100200% of the greater of the current Base Salary or Executive’s highest Base Salary paid within the Employment Term; plus (2) 100200% of Executive’s Target Annual Bonus; payable generally within ten (10) business days after Executive’s Date of Termination, or, if later, upon the expiration of the revocation period provided for in such release, except when such payment is delayed and paid in accordance with Section 9(b) for a determination under Section 9, but in no event later than two and a half (2-1/2) months after the end of the year in which the Executive’s Termination of Employment occurred; and (C) continued coverage under the Company’s group health plans during the twelve twenty-four (1224) months following Executive’s Date of Termination on the same basis as active employees of the Company; provided that during any portion of that period beyond eighteen (18) months following Executive’s Date of Termination, to the extent coverage under the Company’s group health plans is not permissible under the terms of such plans, the Company may, in lieu of providing such coverage, pay Executive an amount equal to the premium subsidy the Company otherwise would have paid on Executive’s behalf for such coverage during the balance of such period. Following Executive’s Termination of Employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive’s resignation for Good Reason, except as set forth in this Section 8(c), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Compensation if Terminated during Protected Period. If, during the Protected Period, either the Executive’s employment is Terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive’s (x) continued compliance with the provisions of Sections 10 and 11 and (y) execution and delivery of a general release of claims against the Company and its affiliates in a form reasonably acceptable to the Company, payment in one lump sum of: (1) 100% of the greater of the current Base Salary or Executive’s highest Base Salary paid within the Employment Term; plus (2) the greater of (i) 100% of Executive’s Target Annual BonusBonus for the fiscal year in which Executive’s Termination of Employment occurs or (ii) 100% of Executive’s Target Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Change in Control occurs; payable generally within ten (10) business days after Executive’s Date of Termination, or, if later, upon the expiration of the revocation period provided for in such release, except when such payment is delayed and paid in accordance with Section 9(b) for a determination under Section 9, but in no event later than two and a half (2-1/2) months after the end of the year in which the Executive’s Termination of Employment occurred; and (C) continued coverage a lump sum payment equal to the premium subsidy the Company would have otherwise paid on Executive’s behalf under the Company’s group health plans during insurance plan had she remained employed for the twelve (12) months period following Executive’s the Date of Termination on the same basis as active employees of the CompanyTermination. Following Executive’s Termination of Employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive’s resignation for Good Reason, except as set forth in this Section 8(c), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Compensation if Terminated during Protected Period. If, during the Protected Period, either the Executive’s employment is Terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive’s (x) continued compliance with the provisions of Sections 10 and 11 and (y) execution and delivery of a general release of claims against the Company and its affiliates in a form reasonably acceptable to the Company, payment in one lump sum of: (1) 100300% of the greater of the current Base Salary or Executive’s highest Base Salary paid within the Employment Term; plus (2) 100300% of Executive’s Target Annual Bonus; payable generally within ten (10) business days after Executive’s Date of Termination, or, if later, upon the expiration of the revocation period provided for in such release, except when such payment is delayed and paid in accordance with Section 9(b) for a determination under Section 9, but in no event later than two and a half (2-1/2) months after the end of the year in which the Executive’s Termination of Employment occurred; and (C) continued coverage under the Company’s group health plans during the twelve thirty-six (1236) months following Executive’s Date of Termination on the same basis as active employees of the Company; provided that during any portion of that period beyond eighteen (18) months following Executive’s Date of Termination, to the extent coverage under the Company’s group health plans is not permissible under the terms of such plans, the Company may, in lieu of providing such coverage, pay Executive an amount equal to the premium subsidy the Company otherwise would have paid on Executive’s behalf for such coverage during the balance of such period. Following Executive’s Termination of Employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive’s resignation for Good Reason, except as set forth in this Section 8(c), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Compensation if Terminated during Protected Period. If, during the Protected Period, either the Executive’s 's employment is Terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive’s 's (x) continued compliance with the provisions of Sections 10 I0 and 11 and (y) execution and delivery of a general release of claims against the Company and its affiliates in a form reasonably acceptable to the Company, payment in one lump sum of: (1) 100% of the greater of the current Base Salary or Executive’s 's highest Base Salary paid within the Employment Term; plus (2) the greater of (i) 100% of Executive’s 's Target Annual BonusBonus for the fiscal year in which Executive's Termination of Employment occurs or (ii) 100% of Executive's Target Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Change in Control occurs; payable generally within ten (10) business days after Executive’s 's Date of Termination, or, if later, upon the expiration of the revocation period provided for in such release, except when such payment is delayed and paid in accordance with Section 9(b) for a determination under Section 9, but in no event later than two and a half (2-1/2) months after the end of the year in which the Executive’s 's Termination of Employment occurred; and (C) continued coverage a lump sum payment equal to the premium subsidy the Company would have otherwise paid on Executive's behalf under the Company’s group 's health plans during insurance plan had he remained employed for the twelve (12) months period following Executive’s the Date of Termination on the same basis as active employees of the CompanyTermination. Following Executive’s 's Termination of Employment by the Company without Cause (other than by reason of Executive’s 's death or Disability) or by Executive’s 's resignation for Good Reason, except as set forth in this Section 8(c), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Compensation if Terminated during Protected Period. If, during the Protected Period, either the Executive’s employment is Terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive’s (x) continued compliance with the provisions of Sections 10 and 11 and (y) execution and delivery of a general release of claims against the Company and its affiliates in a form reasonably acceptable to the Company, payment in one lump sum of: (1) 100200% of the greater of the current Base Salary or Executive’s highest Base Salary paid within the Employment Term; plus (2) 100the greater of (i) 200% of Executive’s Target Annual BonusBonus for the fiscal year in which Executive’s Termination of Employment occurs or (ii) 200% of Executive’s Target Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Change in Control occurs; payable generally within ten (10) business days after Executive’s Date of Termination, or, if later, upon the expiration of the revocation period provided for in such release, except when such payment is delayed and paid in accordance with Section 9(b) for a determination under Section 9, but in no event later than two and a half (2-1/2) months after the end of the year in which the Executive’s Termination of Employment occurred; and (C) continued coverage a lump sum payment equal to the premium subsidy the Company would have otherwise paid on Executive’s behalf under the Company’s group health plans during insurance plan had he remained employed for the twelve twenty four (1224) months period following Executive’s the Date of Termination on the same basis as active employees of the CompanyTermination. Following Executive’s Termination of Employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive’s resignation for Good Reason, except as set forth in this Section 8(c), Executive shall have no further rights to any compensation or any other benefits under this Agreement.