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

Involuntary Termination During a Change of Control Period. Subject to the provisions of Section 5.5, 5.6 and 5.7, if Executive’s employment by Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination during a Change of Control Period, then Company shall, as additional compensation for services rendered to Company (including its subsidiaries), pay to Executive the following amounts and take the following actions: (a) pay Executive a lump sum cash payment in an amount equal to two times Executive’s Annual Base Salary on or before the fifth day after the last day of Executive’s employment with Company; (b) cause any and all outstanding options to purchase common stock of Company held by Executive to be fully vested and to become immediately exercisable in full and cause any and all shares of restricted shares of Company’s common stock held by Executive to become immediately nonforfeitable; and (c) during the portion, if any, of the 18-month period commencing on the date of such Involuntary Termination 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.

Involuntary Termination During a Change of Control Period. Subject to the provisions of Section 5.5, Sections 5.6 and 5.7, if Executive’s employment by Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination during a Change of Control Period, then Company shall, as additional compensation for services rendered to Company (including its subsidiaries), pay to Executive the following amounts and take the following actions: (a) pay Pay Executive a lump sum cash payment in an amount equal to two times Executive’s Annual Base Salary on or before the fifth day after the last day of Executive’s employment with Company;Payment Date. (b) cause any and all outstanding options to purchase common stock of Company held by Executive to be fully vested and to become immediately exercisable in full and cause any and all shares of restricted shares of Company’s common stock held by Executive to become immediately nonforfeitable; and (c) during During the portion, if any, of the 1812-month period commencing on the date of such Involuntary Termination 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; provided, however, that such reimbursement shall cease to be effective if and to the extent Executive becomes eligible to receive medical and/or dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to Company by Executive).

Involuntary Termination During a Change of Control Period. Subject to the provisions of Section 5.5, 5.6 and 5.7, if ExecutiveIf Employee’s employment by Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination during a Change of Control Period, then Company shall, as additional compensation for services rendered to Company (including its subsidiaries), pay to Executive Employee the following amounts and take the following actions: (a) pay Executive Pay Employee a lump sum cash payment in an amount equal to two times Executivethe Employee’s Annual Base Salary on or before the fifth day within 30 days after the last day Employee’s termination of Executive’s employment with Company;. (b) cause any and all outstanding options to purchase common stock of Company held by Executive to be fully vested and to become immediately exercisable in full and cause any and all shares of restricted shares of Company’s common stock held by Executive to become immediately nonforfeitable; and (c) during During the portion, if any, of the 1812-month period commencing on the date of such Involuntary Termination 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; provided, however, that such reimbursement shall cease to be effective if and to the extent Executive becomes eligible to receive medical and/or dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to Company by Executive).

Involuntary Termination During a Change of Control Period. Subject to the provisions of Section 5.5, 5.6 and 5.7, if Executive’s employment by Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination during a Change of Control Period, then Company shall, as additional compensation for services rendered to Company (including its subsidiaries), pay to Executive the following amounts and take the following actions: (a) (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 two times Executive’s Annual Base Salary on or before the fifth day after the last day of Executive’s employment with Company, or (ii) if the Change 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)), pay Executive an amount equal to two times the Monthly Severance Amount on the last day of each month throughout the 12-month period commencing on the date of such Involuntary Termination; (b) cause any and all outstanding options to purchase common stock of Company held by Executive to be fully vested and to become immediately exercisable in full and cause any and all shares of restricted shares of Company’s common stock held by Executive to become immediately nonforfeitable; and (c) during the portion, if any, of the 18-month period commencing on the date of such Involuntary Termination 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.