Common use of Incentive for Continuous Employment Clause in Contracts

Incentive for Continuous Employment. If prior to the last day of the 12th full calendar month following the date of occurrence of an event constituting a Change of Control (it being recognized that more than one event constituting a Change of Control may occur in which case the 12-month period shall run from the date of occurrence of each such event) (i) the Company terminates the Executive’s employment other than (A) for Cause (as herein defined), or (B) because of the Executive’s disability (as defined under the Company’s disability policy) or death, or (ii) the Executive terminates his employment for Good Reason (as herein defined) (any such termination in clauses (i) or (ii) being referred to as a “Payment Event”), then, within five (5) business days (or such other time as specified in Section 9(r) hereof) after such termination (the “Payment Date”) the Executive shall be entitled to receive from the Company a cash payment (the “Payment”) in one lump sum equal to the sum of: (i) the Payment Percentage provided for on Schedule 1 attached to this Agreement (“Schedule 1”), multiplied by the Executive’s annual base salary as in effect at the time of such termination and (ii) the average of the Executive’s annual cash bonuses from the Company for the two fiscal years (whether or not paid so long as accrued and declared by the Company) preceding the fiscal year in which such termination occurs. In addition, the Executive shall be entitled to the severance benefits listed on Schedule 1 (the “Severance Benefits”). The Executive shall not be entitled to any Payment or any Severance Benefits if the Executive terminates the Executive’s employment without Good Reason.