Common use of Covered Termination Related to a Change in Control Clause in Contracts

Covered Termination Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination that occurs during the twelve (12) month period after a Change in Control, Executive shall receive the severance compensation and benefits provided for in Section 4.1(a), except that the payment described in Section 4.1(a)(ii) shall be payable in a lump sum payment, less applicable withholdings, as soon as administratively practicable following the date on which the Release of Claims becomes effective and, in any event, no later than the sixtieth (60th) day following the date of the Covered Termination; provided, however, if such sixty (60) day period falls in two different calendar years, payment will be made in the later calendar year. In addition, if there is a dispute as to whether grounds triggering termination with or without Cause or resignation with or without Good Reason have occurred, in each case in connection with a Change in Control, then any fees and expenses arising from the resolution of such dispute (including any reasonably incurred attorneys’ fees and expenses of Executive) shall be paid by the Company or its successor, as the case may be; provided, that Executive shall reimburse the Company on a net after-tax basis to cover expenses incurred by Executive for claims brought by Executive that are judicially determined to be frivolous or advanced in bad faith.