Common use of Involuntary Termination During a Change of Control Period Clause in Contracts

Involuntary Termination During a Change of Control Period. If Executive’s employment by the Company, any subsidiary thereof, the Parent or any successor to any of the foregoing shall be subject to an Involuntary Termination during a Change of Control Period, then the Company shall, as additional compensation for services rendered to the Company (including its subsidiaries and the Parent), pay to Executive the following amounts and take the following actions after the last day of Executive’s employment with the Company: (a) Pay Executive a lump sum cash payment in an amount equal to the Severance Amount on or before the fifth day after the last day of Executive’s employment with the Company; provided, however, that if the lump sum cash payment would be subject to additional taxes and interest under Section 409A of the Code, then payment of the lump sum cash payment shall be deferred to the earliest date upon which such amount can be paid without being subject to such additional taxes and interest. (b) Cause any and all outstanding options and other non-vested awards under the Parent’s Long-Term Incentive Plan, which are held by Executive, to become immediately exercisable in full and cause Executive’s accrued benefits under any and all nonqualified deferred compensation plans sponsored by the Company or the Parent to become immediately nonforfeitable. (c) Cause Executive and those of his dependents (including Executive’s spouse) who were covered under the Company’s or the Parent’s medical and dental benefit plans on the day prior to Executive’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period at no greater cost to Executive than that applicable to a similarly situated Company or Parent employee who has not terminated employment; provided, however, that (i) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive), (ii) if Executive (and/or Executive’s spouse) would have been entitled to retiree medical and/or dental coverage under the Company’s or the Parent’s plans had Executive voluntarily retired on the date of such Involuntary Termination, then such coverages shall be continued as provided under such plans, and (iii) such coverage to Executive (or the receipt of equivalent benefits) shall be provided under one or more insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive (or, if any such reimbursement or payment of benefits is taxable, then the Company shall pay to Executive an amount as shall be required to hold Executive harmless from any additional tax liability (including liability under Section 409A of the Code) resulting from the failure by the Company to so provide insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive).

Involuntary Termination During a Change of Control Period. If Subject to the provisions of Section 5.6 hereof, if Executive’s 's employment by the Company, Company or any subsidiary thereof, the Parent thereof or any successor to any of the foregoing thereto shall be subject to an Involuntary Termination during a Change of Control Period, then the Company shall, as additional compensation for services rendered to the Company (including its subsidiaries and the Parentsubsidiaries), pay to Executive the following amounts and take the following actions after the last day of Executive’s 's employment with the Company: (a) Pay Executive a lump sum cash payment in an amount equal to the Severance Amount on or before the fifth day after the last day of Executive’s 's employment with the Company; provided, however, that if the lump sum cash payment would be subject to additional taxes and interest under Section 409A of the Code, then payment of the lump sum cash payment shall be deferred to the earliest date upon which such amount can be paid without being subject to such additional taxes and interest. (b) Cause any and all outstanding options and other non-vested awards under the Parent’s Long-Term Incentive Plan, which are to purchase common stock of Company held by Executive, Executive to become immediately exercisable in full and cause Executive’s 's accrued benefits under any and all nonqualified deferred compensation plans sponsored by the Company or the Parent to become immediately nonforfeitable. (c) Cause Executive and those of his dependents (including Executive’s his spouse) who were covered under the Company’s or the Parent’s 's medical and dental benefit plans on the day prior to Executive’s 's Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period at no greater cost to Executive than that applicable to a similarly situated Company or Parent employee executive who has not terminated employment; provided, however, that that (i) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive), , (ii) if Executive (and/or Executive’s his spouse) would have been entitled to retiree medical and/or dental coverage under the Company’s or the Parent’s 's plans had Executive he voluntarily retired on the date of such Involuntary Termination, then such coverages shall be continued as provided under such plans, and and (iii) such coverage to Executive (or the receipt of equivalent benefits) shall be provided under one or more insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive (or, if any such reimbursement or payment of benefits is taxable, then the Company shall pay to Executive an amount as shall be required to hold Executive harmless from any additional tax liability (including liability under Section 409A of the Code) resulting from the failure by the Company to so provide insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive).

Involuntary Termination During a Change of Control Period. If Subject to the provisions of Section 5.5, 5.6 and 5.7, if Executive’s employment by the Company, Company or any subsidiary thereof, the Parent thereof or any successor to any of the foregoing thereto shall be subject to an Involuntary Termination during a Change of Control Period, then the Company shall, as additional compensation for services rendered to the Company (including its subsidiaries and the Parentsubsidiaries), pay to Executive the following amounts and take the following actions after the last day of Executive’s employment with the Companyactions: (a) Pay (i) if the Change of Control relating to such Change of Control Period constitutes a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)), pay Executive a lump sum cash payment in an amount equal to the Severance Amount on or before the fifth day after the last day of Executive’s employment with the Company; provided, however, that if the Company a lump sum cash payment would be subject in an amount equal to additional taxes and interest under Section 409A two times the sum of (A) Executive’s Annual Base Salary plus (B) Executive’s Average Annual Bonus, or (ii) if the CodeChange of Control relating to such Change of Control Period does not constitute a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)), then payment pay Executive an aggregate amount equal to two times the sum of the lump sum cash payment (A) Executive’s Annual Base Salary plus (B) Executive’s Average Annual Bonus, which aggregate amount shall be deferred to the earliest date upon which divided into 18 equal installments and one such amount can installment shall be paid without being subject to on the last day of each month throughout the 18-month period commencing on the date of such additional taxes and interest.Involuntary Termination; (b) Cause cause any and all outstanding options and other non-vested awards under the Parent’s Long-Term Incentive Plan, which are to purchase common stock of Company held by Executive, Executive to be fully vested and to become immediately exercisable in full and cause Executive’s accrued benefits under any and all nonqualified deferred compensation plans sponsored shares of restricted shares of Company’s common stock held by the Company or the Parent Executive to become immediately nonforfeitable.; and (c) Cause Executive and those during the portion, if any, of his dependents (including Executive’s spouse) who were covered under the Company’s or the Parent’s medical and dental benefit plans on the day prior to Executive’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period at no greater cost to Executive than that applicable to a similarly situated Company or Parent employee who has not terminated employment; provided, however, that (i) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive), (ii) if Executive (and/or Executive’s spouse) would have been entitled to retiree medical and/or dental coverage under the Company’s or the Parent’s plans had Executive voluntarily retired 18-month period commencing on the date of such Involuntary TerminationTermination that Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under Company’s or a subsidiary’s group health plans, then as applicable, under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, Company shall promptly reimburse Executive on a monthly basis for the difference between the amount Executive pays to effect and continue such coverages shall be continued as provided coverage and the employee contribution amount that active senior executive employees of Company pay for the same or similar coverage under such group health plans, and (iii) such coverage to Executive (or the receipt of equivalent benefits) shall be provided under one or more insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive (or, if any such reimbursement or payment of benefits is taxable, then the Company shall pay to Executive an amount as shall be required to hold Executive harmless from any additional tax liability (including liability under Section 409A of the Code) resulting from the failure by the Company to so provide insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive).

Involuntary Termination During a Change of Control Period. If Subject to the provisions of Section 5.6 hereof, if Executive’s 's employment by the Company, Company or any subsidiary thereof, the Parent thereof or any successor to any of the foregoing thereto shall be subject to an Involuntary Termination during a Change of Control Period, then the Company shall, as additional compensation for services rendered to the Company (including its subsidiaries and the Parentsubsidiaries), pay to Executive the following amounts and take the following actions after the last day of Executive’s 's employment with the Company: (a) Pay Executive a lump sum cash payment in an amount equal to the Severance Amount on or before the fifth day after the last day of Executive’s 's employment with the Company; provided, however, that if the lump sum cash payment would be subject to additional taxes and interest under Section 409A of the Code, then payment of the lump sum cash payment shall be deferred to the earliest date upon which such amount can be paid without being subject to such additional taxes and interest. (b) Cause any and all outstanding options and other non-vested awards under the Parent’s Long-Term Incentive Plan, which are to purchase common stock of Company held by Executive, Executive to become immediately exercisable in full and cause Executive’s 's accrued benefits under any and all nonqualified deferred compensation plans sponsored by the Company or the Parent to become immediately nonforfeitable. (c) Cause Executive and those of his dependents (including Executive’s his spouse) who were covered under the Company’s or the Parent’s 's medical and dental benefit plans on the day prior to Executive’s 's Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period at no greater cost to Executive than that applicable to a similarly situated Company or Parent employee executive who has not terminated employment; provided, however, that that (i) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive), , (ii) if Executive (and/or Executive’s his spouse) would have been entitled to retiree medical and/or dental coverage under the Company’s or the Parent’s 's plans had Executive he voluntarily retired on the date of such Involuntary Termination, then such coverages shall be continued as provided under such plans, and and (iii) such coverage to Executive (or the receipt of equivalent benefits) shall be provided under one or more insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive (or, if any such reimbursement or payment of benefits is taxable, then the Company shall pay to Executive an amount as shall be required to hold Executive harmless from any additional tax liability (including liability under Section 409A of the Code) resulting from the failure by the Company to so provide insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive).

Involuntary Termination During a Change of Control Period. If Subject to the provisions of Section 5.6 hereof, if Executive’s employment by the Company, Company or any subsidiary thereof, the Parent thereof or any successor to any of the foregoing thereto shall be subject to an Involuntary Termination during a Change of Control Period, then the Company shall, as additional compensation for services rendered to the Company (including its subsidiaries and the Parentsubsidiaries), pay to Executive the following amounts and take the following actions after the last day of Executive’s employment with the Company: (a) Pay Executive a lump sum cash payment in an amount equal to the Severance Amount on or before the fifth day after the last day of Executive’s employment with the Company; provided, however, that if the lump sum cash payment would be subject to additional taxes and interest under Section 409A of the Code, then payment of the lump sum cash payment shall be deferred to the earliest date upon which such amount can be paid without being subject to such additional taxes and interest. (b) Cause any and all outstanding options and other non-vested awards under the Parent’s Long-Term Incentive Plan, which are to purchase common stock of Company held by Executive, Executive to become immediately exercisable in full and cause Executive’s accrued benefits under any and all nonqualified deferred compensation plans sponsored by the Company or the Parent to become immediately nonforfeitable. (c) Cause Executive and those of his dependents (including Executive’s his spouse) who were covered under the Company’s or the Parent’s medical and dental benefit plans on the day prior to Executive’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period at no greater cost to Executive than that applicable to a similarly situated Company or Parent employee executive who has not terminated employment; provided, however, that that (i) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive), , (ii) if Executive (and/or Executive’s his spouse) would have been entitled to retiree medical and/or dental coverage under the Company’s or the Parent’s plans had Executive he voluntarily retired on the date of such Involuntary Termination, then such coverages shall be continued as provided under such plans, and and (iii) such coverage to Executive (or the receipt of equivalent benefits) shall be provided under one or more insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive (or, if any such reimbursement or payment of benefits is taxable, then the Company shall pay to Executive an amount as shall be required to hold Executive harmless from any additional tax liability (including liability under Section 409A of the Code) resulting from the failure by the Company to so provide insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive).

Involuntary Termination During a Change of Control Period. If Subject to the provisions of Sections 5.5, 5.6 and 5.7, if Executive’s employment by the Company, Company or any subsidiary thereof, the Parent thereof or any successor to any of the foregoing thereto shall be subject to an Involuntary Termination during a Change of Control Period, then the Company shall, as additional compensation for services rendered to the Company (including its subsidiaries and the Parentsubsidiaries), pay to Executive the following amounts and take the following actions after the last day of Executive’s employment with the Companyactions: (a) Pay (i) if the Change of Control relating to such Change of Control Period constitutes a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)), pay Executive a lump sum cash payment in an amount equal to the Severance Amount on or before the fifth day after the last day of Executive’s employment with the Company; provided, however, that if the Company a lump sum cash payment would be subject in an amount equal to additional taxes and interest under Section 409A two times the sum of (A) Executive’s Annual Base Salary plus (B) Executive’s Average Annual Bonus, or (ii) if the CodeChange of Control relating to such Change of Control Period does not constitute a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)), then payment pay Executive an aggregate amount equal to two times the sum of the lump sum cash payment (A) Executive’s Annual Base Salary plus (B) Executive’s Average Annual Bonus, which aggregate amount shall be deferred to the earliest date upon which divided into 18 equal installments and one such amount can installment shall be paid without being subject to on the last day of each month throughout the 18-month period commencing on the date of such additional taxes and interest.Involuntary Termination; (b) Cause cause any and all outstanding options and other non-vested awards under the Parent’s Long-Term Incentive Plan, which are to purchase common stock of Company held by Executive, Executive to be fully vested and to become immediately exercisable in full and cause Executive’s accrued benefits under any and all nonqualified deferred compensation plans sponsored shares of restricted shares of Company’s common stock held by the Company or the Parent Executive to become immediately nonforfeitable.; and (c) Cause Executive and those during the portion, if any, of his dependents (including Executive’s spouse) who were covered under the Company’s or the Parent’s medical and dental benefit plans on the day prior to Executive’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period at no greater cost to Executive than that applicable to a similarly situated Company or Parent employee who has not terminated employment; provided, however, that (i) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive), (ii) if Executive (and/or Executive’s spouse) would have been entitled to retiree medical and/or dental coverage under the Company’s or the Parent’s plans had Executive voluntarily retired 18-month period commencing on the date of such Involuntary TerminationTermination that Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under Company’s or a subsidiary’s group health plans, as applicable, under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, Company shall promptly reimburse Executive on a monthly basis for the difference between the amount Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of Company pay for the same or similar coverage under such group health plans. Notwithstanding the foregoing, if the provision of the benefit described in this Section 5.3(c) cannot be provided in the manner described in such Section without penalty, tax or other adverse impact on Company, then such coverages Company and Executive shall be continued as provided under such plans, and (iii) such coverage negotiate in good faith to determine an alternative manner in which Company may provide a substantially equivalent benefit to Executive (or the receipt of equivalent benefits) shall be provided under one or more insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive (or, if any without such reimbursement or payment of benefits is taxable, then the Company shall pay to Executive an amount as shall be required to hold Executive harmless from any additional tax liability (including liability under Section 409A of the Code) resulting from the failure by the Company to so provide insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive)adverse impact on Company.

Involuntary Termination During a Change of Control Period. If Executive’s employment by the Company, any subsidiary thereof, the Parent or any successor to any of the foregoing shall be subject to an Involuntary Termination during a Change of Control Period, then the Company shall, as additional compensation for services rendered to the Company (including its subsidiaries and the Parent), pay to Executive the following amounts and take the following actions after the last day of Executive’s employment with the Company: (a) Pay Executive a lump sum cash payment in an amount equal to the Severance Amount on or before the fifth day after the last day of Executive’s employment with the Company; provided, however, that if the lump sum cash payment would be subject to additional taxes and interest under Section 409A of the Code, then payment of the lump sum cash payment shall be deferred to the earliest date upon which such amount can be paid without being subject to such additional taxes and interest. (b) Cause any and all outstanding options and other non-vested awards under the Parent’s Longlong-Term Incentive Planterm incentive plan(s) in effect from time to time, which are held by Executive, to become immediately exercisable in full and cause Executive’s accrued benefits under any and all nonqualified deferred compensation plans sponsored by the Company or the Parent to become immediately nonforfeitable. (c) Cause Executive and those of his or her dependents (including Executive’s spouse) who were covered under the Company’s or the Parent’s medical and dental benefit plans on the day prior to Executive’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period at no greater cost to Executive than that applicable to a similarly situated Company or Parent employee who has not terminated employment; provided, however, that (i) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive), (ii) if Executive (and/or Executive’s spouse) would have been entitled to retiree medical and/or dental coverage under the Company’s or the Parent’s plans had Executive voluntarily retired on the date of such Involuntary Termination, then such coverages shall be continued as provided under such plans, and (iii) such coverage to Executive (or the receipt of equivalent benefits) shall be provided under one or more insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive (or, if any such reimbursement or payment of benefits is taxable, then the Company shall pay to Executive an amount as shall be required to hold Executive harmless from any additional tax liability (including liability under Section 409A of the Code) resulting from the failure by the Company to so provide insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive).

Involuntary Termination During a Change of Control Period. If Subject to the provisions of Section 5.5, 5.6 and 5.7, if Executive’s employment by the Company, Company or any subsidiary thereof, the Parent thereof or any successor to any of the foregoing thereto shall be subject to an Involuntary Termination during a Change of Control Period, then the Company shall, as additional compensation for services rendered to the Company (including its subsidiaries and the Parentsubsidiaries), pay to Executive the following amounts and take the following actions after the last day of Executive’s employment with the Companyactions: (a) Pay (i) if the Change of Control relating to such Change of Control Period constitutes a change in control event (as defined in Treasury regulation section 1.409A- 3(i)(5)), pay Executive a lump sum cash payment in an amount equal to the Severance Amount on or before the fifth day after the last day of Executive’s employment with the Company; provided, however, that if the Company a lump sum cash payment would be subject in an amount equal to additional taxes and interest under Section 409A two times the sum of (A) Executive’s Annual Base Salary plus (B) Executive’s Average Annual Bonus, or (ii) if the CodeChange of Control relating to such Change of Control Period does not constitute a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)), then payment pay Executive an aggregate amount equal to two times the sum of the lump sum cash payment (A) Executive’s Annual Base Salary plus (B) Executive’s Average Annual Bonus, which aggregate amount shall be deferred to the earliest date upon which divided into 24 equal installments and one such amount can installment shall be paid without being subject to on the last day of each month throughout the 24-month period commencing on the date of such additional taxes and interest.Involuntary Termination; (b) Cause cause any and all outstanding options and other non-vested awards under the Parent’s Long-Term Incentive Plan, which are to purchase common stock of Company held by Executive, Executive to be fully vested and to become immediately exercisable in full and cause Executive’s accrued benefits under any and all nonqualified deferred compensation plans sponsored shares of restricted shares of Company’s common stock held by the Company or the Parent Executive to become immediately nonforfeitable.; and (c) Cause Executive and those during the portion, if any, of his dependents (including Executive’s spouse) who were covered under the Company’s or the Parent’s medical and dental benefit plans on the day prior to Executive’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period at no greater cost to Executive than that applicable to a similarly situated Company or Parent employee who has not terminated employment; provided, however, that (i) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive), (ii) if Executive (and/or Executive’s spouse) would have been entitled to retiree medical and/or dental coverage under the Company’s or the Parent’s plans had Executive voluntarily retired 18-month period commencing on the date of such Involuntary TerminationTermination that Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under Company’s or a subsidiary’s group health plans, then as applicable, under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, Company shall promptly reimburse Executive on a monthly basis for the difference between the amount Executive pays to effect and continue such coverages shall be continued as provided coverage and the employee contribution amount that active senior executive employees of Company pay for the same or similar coverage under such group health plans, and (iii) such coverage to Executive (or the receipt of equivalent benefits) shall be provided under one or more insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive (or, if any such reimbursement or payment of benefits is taxable, then the Company shall pay to Executive an amount as shall be required to hold Executive harmless from any additional tax liability (including liability under Section 409A of the Code) resulting from the failure by the Company to so provide insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive).

Involuntary Termination During a Change of Control Period. If Subject to the provisions of Section 5.6 hereof, if Executive’s employment by the Company, Company or any subsidiary thereof, the Parent thereof or any successor to any of the foregoing thereto shall be subject to an Involuntary Termination during a Change of Control Period, then the Company shall, as additional compensation for services rendered to the Company (including its subsidiaries and the Parentsubsidiaries), pay to Executive the following amounts and take the following actions after the last day of Executive’s employment with the Company: (a) Pay Executive a lump sum cash payment in an amount equal to the Severance Amount on or before the fifth day after the last day of Executive’s employment with the Company; provided, however, that if the lump sum cash payment would be subject to additional taxes and interest under Section 409A of the Code, then payment of the lump sum cash payment shall be deferred to the earliest date upon which such amount can be paid without being subject to such additional taxes and interest. (b) Cause any and all outstanding options and other non-vested awards under the Parent’s Long-Term Incentive Plan, which are to purchase common stock of Company held by Executive, Executive to become immediately exercisable in full and cause Executive’s accrued benefits under any and all nonqualified deferred compensation plans sponsored by the Company or the Parent to become immediately nonforfeitable. (c) Cause Executive and those of his dependents (including Executive’s his spouse) who were covered under the Company’s or the Parent’s medical and dental benefit plans on the day prior to Executive’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period at no greater cost to Executive than that applicable to a similarly situated Company or Parent employee executive who has not terminated employment; provided, however, that that (i) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive), , (ii) if Executive (and/or Executive’s his spouse) would have been entitled to retiree medical and/or dental coverage under the Company’s or the Parent’s plans had Executive he voluntarily retired on the date of such Involuntary Termination, then such coverages shall be continued as provided under such plans, and and (iii) such coverage to Executive (or the receipt of equivalent benefits) shall be provided under one or more insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive (or, if any such reimbursement or payment of benefits is taxable, then the Company shall pay to Executive an amount as shall be required to hold Executive harmless from any additional tax liability (including liability under Section 409A of the Code) resulting from the failure by the Company to so provide insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive).

Involuntary Termination During a Change of Control Period. If Subject to the provisions of Sections 5.6, 5.7 and 5.8, if Executive’s employment by the Company, Company or any subsidiary thereof, the Parent thereof or any successor to any of the foregoing thereto shall be subject to an Involuntary Termination during a Change of Control Period, then the Company shall, as additional compensation for services rendered to the Company (including its subsidiaries and the Parentsubsidiaries), pay to Executive the following amounts and take the following actions after the last day of Executive’s employment with the Companyactions: (a) Pay (i) if the Change of Control relating to such Change of Control Period constitutes a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)), pay Executive a lump sum cash payment in an amount equal to the Severance Amount on or before the fifth day after the last day of Executive’s employment with the Company; provided, however, that if the Company a lump sum cash payment would be subject in an amount equal to additional taxes and interest under Section 409A two times the sum of (A) Executive’s Annual Base Salary plus (B) Executive’s Average Annual Bonus, or (ii) if the CodeChange of Control relating to such Change of Control Period does not constitute a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)), then payment pay Executive an aggregate amount equal to two times the sum of the lump sum cash payment (A) Executive’s Annual Base Salary plus (B) Executive’s Average Annual Bonus, which aggregate amount shall be deferred to the earliest date upon which divided into 18 equal installments and one such amount can installment shall be paid without being subject to on the last day of each month throughout the 18-month period commencing on the date of such additional taxes and interest.Involuntary Termination; (b) Cause cause any and all outstanding options and other non-vested awards under the Parent’s Long-Term Incentive Plan, which are to purchase common stock of Company held by Executive, Executive to be fully vested and to become immediately exercisable in full and cause Executive’s accrued benefits under any and all nonqualified deferred compensation plans sponsored shares of restricted shares of Company’s common stock held by the Company or the Parent Executive to become immediately nonforfeitable.; and (c) Cause Executive and those during the portion, if any, of his dependents (including Executive’s spouse) who were covered under the Company’s or the Parent’s medical and dental benefit plans on the day prior to Executive’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period at no greater cost to Executive than that applicable to a similarly situated Company or Parent employee who has not terminated employment; provided, however, that (i) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive), (ii) if Executive (and/or Executive’s spouse) would have been entitled to retiree medical and/or dental coverage under the Company’s or the Parent’s plans had Executive voluntarily retired 18-month period commencing on the date of such Involuntary TerminationTermination that Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under Company’s or a subsidiary’s group health plans, then as applicable, under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, Company shall promptly reimburse Executive on a monthly basis for the difference between the amount Executive pays to effect and continue such coverages shall be continued as provided coverage and the employee contribution amount that active senior executive employees of Company pay for the same or similar coverage under such group health plans, and (iii) such coverage to Executive (or the receipt of equivalent benefits) shall be provided under one or more insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive (or, if any such reimbursement or payment of benefits is taxable, then the Company shall pay to Executive an amount as shall be required to hold Executive harmless from any additional tax liability (including liability under Section 409A of the Code) resulting from the failure by the Company to so provide insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive).

Involuntary Termination During a Change of Control Period. If Subject to the provisions of Section 5.6 hereof, if Executive’s employment by the Company, Company or any subsidiary thereof, the Parent thereof or any successor to any of the foregoing thereto shall be subject to an Involuntary Termination during a Change of Control Period, then the Company shall, as additional compensation for services rendered to the Company (including its subsidiaries and the Parentsubsidiaries), pay to Executive the following amounts and take the following actions after the last day of Executive’s employment with the Company: (a) Pay Executive a lump sum cash payment in an amount equal to the Severance Amount on or before the fifth day after the last day of Executive’s employment with the Company; provided, however, that if the lump sum cash payment would be subject to additional taxes and interest under Section 409A of the Code, then payment of the lump sum cash payment shall be deferred to the earliest date upon which such amount can be paid without being subject to such additional taxes and interest. (b) Cause any and all outstanding options and other non-vested awards under the Parent’s Long-Term Incentive Plan, which are to purchase common stock of Company held by Executive, Executive to become immediately exercisable in full and any and all shares of restricted stock held by Executive to immediately vest in full, and cause Executive’s accrued benefits under any and all nonqualified deferred compensation plans sponsored by the Company or the Parent to become immediately nonforfeitable. (c) Cause Executive and those of his dependents (including Executive’s his spouse) who were covered under the Company’s or the Parent’s medical and dental benefit plans on the day prior to Executive’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period at no greater cost to Executive than that applicable to a similarly situated Company or Parent employee executive who has not terminated employment; provided, however, that that (i) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive), , (ii) if Executive (and/or Executive’s his spouse) would have been entitled to retiree medical and/or dental coverage under the Company’s or the Parent’s plans had Executive he voluntarily retired on the date of such Involuntary Termination, then such coverages shall be continued as provided under such plans, and and (iii) such coverage to Executive (or the receipt of equivalent benefits) shall be provided under one or more insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive (or, if any such reimbursement or payment of benefits is taxable, then the Company shall pay to Executive an amount as shall be required to hold Executive harmless from any additional tax liability (including liability under Section 409A of the Code) resulting from the failure by the Company to so provide insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive).

Involuntary Termination During a Change of Control Period. If Executive’s employment by the Company, Company or any subsidiary thereof, the Parent thereof or any successor to any of the foregoing thereto shall be subject to an Involuntary Termination during a Change of Control Period, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that (a) Executive shall be entitled to receive the compensation and benefits described in clauses (a) through (c) of Section 5.1; and (b) Subject to Executive’s delivery, within 50 days after the date of Executive’s termination of employment, and non-revocation of the Release, Company shall, as additional compensation for services rendered to the Company (including its subsidiaries and the Parentsubsidiaries), pay to Executive the following amounts and take the following actions after the last day of Executive’s employment with the Company: (ai) Pay Provide for one of the following forms of cash payment, determined as follows: (1) If the Change of Control relating to such Change of Control Period constitutes a Section 409A Change of Control, then Company shall pay Executive a lump sum cash payment in an amount equal to the Severance Amount on or before the fifth day after following the last day date of Executive’s employment with termination of employment; or (2) If the Company; provided, however, that if the lump sum cash payment would be subject Change of Control relating to additional taxes and interest under such Change of Control Period does not constitute a Section 409A Change of the CodeControl, then payment Company shall pay Executive the Monthly Severance Amount on the first day of each month throughout the lump sum cash payment shall be deferred to the earliest date upon which such amount can be paid without being subject to such additional taxes and interestSeverance Period. (bii) Cause any and all outstanding options and other non-vested awards under the Parent’s Long-Term Incentive Plan, which are to purchase common stock of Company held by Executive, Executive to become immediately exercisable in full and cause Executive’s accrued benefits under any and all nonqualified deferred compensation plans sponsored by the Company or the Parent to become immediately nonforfeitable. (ciii) Cause Executive and those of his dependents (including Executive’s his spouse) who were covered under the Company’s or the Parent’s medical and dental benefit plans on the day prior to Executive’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period at no greater cost to Executive than that applicable to a similarly situated Company or Parent employee executive who has not terminated employment; provided, however, that that (i1) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive), ; (ii2) if Executive (and/or Executive’s his spouse) would have been entitled to retiree medical and/or dental coverage under the Company’s or the Parent’s plans had Executive voluntarily retired on the date of such Involuntary Termination, then such coverages shall be continued as provided under such plans, and ; and (iii3) such coverage to Executive (or the receipt of equivalent benefits) shall be provided as follows: (A) through arrangements that satisfy the requirements of section 105 and 106 of the Code such that the benefits or reimbursements under such arrangements are not includible in the Executive’s income, and, if continued coverage under Company’s plans does not satisfy this requirement, then Company shall arrange, upon comparable terms, for coverage providing substantially equivalent benefits to be provided under one or more insurance policies so that reimbursement will satisfy this requirement, or payment of benefits to Executive thereunder shall not result in taxable income to Executive (or, B) if any such reimbursement or payment of benefits is taxable, then the Company shall pay to Executive an additional amount as shall be required to hold Executive harmless from any additional tax liability (including liability under Section 409A of the Code) resulting from the failure by the Company to so provide insurance policies so that the net result is that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive); provided, however, that any such tax gross-up payment shall be made by Company no later than the close of Executive’s taxable year following the taxable year in which Executive remits the related taxes to the taxing authority.