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 Employee’s employment other than (A) for Cause (as herein defined), or (B) because of the Employee’s Disability (as defined below) or death, or (ii) the Employee 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 ten (10) business days (or such other time as specified in Section 9(r) hereof) after such termination (the “Payment Date”) the Employee 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 Employee’s annual base salary as in effect at the time of such termination and (ii) the average of the Employee’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 Employee shall be entitled to the severance benefits listed on Schedule 1 (the “Severance Benefits”). The Employee shall not be entitled to any Payment or any Severance Benefits if the Employee terminates the Employee’s employment without Good Reason.

Incentive for Continuous Employment. If If, prior to the last day of the 12th full calendar month following the date of occurrence consummation 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) ), (ia) the Company terminates the Employee’s employment other than (Ai) for Cause (as herein defined), or (Bii) because of the Employee’s Disability (as defined belowherein defined) or death, or (iib) the Employee terminates his employment for Good Reason (as herein defined) (any such termination in clauses (ia) or (iib) being referred to as a “Payment Event”), then, within ten (10) business days (or such other time as specified in Section 9(r) hereof) then after such termination (the “Payment Date”) the Employee shall be entitled to receive from the Company a the following cash payment payments (together, the “PaymentPayments”): (1) in one lump sum an amount equal to the sum of: Employee’s annual Base Salary (ias herein defined) multiplied by the Payment Percentage payment percentage provided for on Schedule 1 attached to this Agreement (“Schedule 1”), multiplied by the Employee’s annual base salary as in effect at the time of such termination and (ii2) the average amount of the Employee’s annual cash bonuses from the Company any earned or accrued, but unpaid, bonus for the two fiscal years (whether or not paid so long as accrued and declared by the Company) preceding the fiscal year in which the Employee is terminated, prorated for the number of months that the Employee was employed during such termination occursfiscal year (rounded up to the nearest whole month). The Payments will be payable by the Company commencing on the 61st day following the Payment Event, provided that Employee has executed and submitted a release of claims required in Section 9(s) on or before the 60th day following the Payment Event, in installments over the Restricted Period in accordance with the Company’s regular payroll practices. In addition, the Employee shall be entitled to (i) the immediate vesting of all outstanding equity awards (including restricted stock grants and stock options) and (ii the severance benefits listed on Schedule 1 (the “Severance Benefits”). The Employee shall not be entitled to to: (A) any Payment Payment, (B) immediate vesting of equity awards or (C) any Severance Benefits if the Employee terminates the Employee’s employment without Good Reason, if the Employee’s employment is terminated for Cause or if the Employee’s employment ceases as a result of Employee’s death or Disability.

Incentive for Continuous Employment. If If, prior to the last day of the 12th full calendar month following the date of occurrence consummation 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) ), (ia) the Company terminates the Employee’s employment other than (Ai) for Cause (as herein defined), or (Bii) because of the Employee’s Disability (as defined belowherein defined) or death, or (iib) the Employee terminates his employment for Good Reason (as herein defined) (any such termination in clauses (ia) or (iib) being referred to as a “Payment Event”), then, within ten (10) business days (or such other time as specified in Section 9(r) hereof) then after such termination (the “Payment Date”) the Employee shall be entitled to receive from the Company a the following cash payment payments (together, the “PaymentPayments”): (1) in one lump sum an amount equal to the sum of: Employee’s annual Base Salary (ias herein defined) multiplied by the Payment Percentage payment percentage provided for on Schedule 1 attached to this Agreement (“Schedule 1”), multiplied by the Employee’s annual base salary as in effect at the time of such termination and (ii2) the average amount of the Employee’s annual cash bonuses from the Company any earned or accrued, but unpaid, bonus for the two fiscal years (whether or not paid so long as accrued and declared by the Company) preceding the fiscal year in which the Employee is terminated, prorated for the number of months that the Employee was employed during such termination occursfiscal year (rounded up to the nearest whole month). The Payments will be payable by the Company commencing on the 61st day following the Payment Event, provided that Employee has executed and submitted a release of claims required in Section 9(s) on or before the 60th day following the Payment Event, in installments over the Restricted Period (as herein defined) in accordance with the Company’s regular payroll practices. In addition, the Employee shall be entitled to (i) the immediate vesting of all outstanding equity awards (including restricted stock grants and stock options) and (ii) the severance benefits listed on Schedule 1 (the “Severance Benefits”). The Employee shall not be entitled to to: (A) any Payment Payment, (B) immediate vesting of equity awards or (C) any Severance Benefits if the Employee terminates the Employee’s employment without Good Reason, if the Employee’s employment is terminated for Cause or if the Employee’s employment ceases as a result of Employee’s death or Disability.