Common use of Lump Sum Severance Clause in Contracts

Lump Sum Severance. CCOW shall make a lump-sum payment (“Severance Benefit”) to the Executive in an amount in cash equal to the Executive’s annual compensation if (i) the Executive’s employment with CCOW or a subsidiary of CCOW is involuntarily terminated within 12 months after a Change in Control of CCOW, except for termination for Cause under section 5(a) of this Severance Agreement or (ii) if the Executive terminates employment with CCOW or a subsidiary of CCOW for Good Reason within 12 months after a Change in Control of CCOW. Subject to section 16, the payment required under this section 2(a) is payable no later than 15 business days after the date the Executive’s employment terminates and shall not be reduced to account for the time value of money or discounted to present value. If the Executive terminates employment for Good Reason, the date of termination shall be the date specified by the Executive in the notice of termination. If the Executive is removed from office or if the Executive’s employment terminates before the Change in Control of CCOW occurs but after a confidentiality agreement is entered into with a third party regarding a Change in Control of CCOW, and if those discussions ultimately conclude with a Change in Control of CCOW within 12 months of the date of such confidentiality agreement, then for purposes of this Agreement Executive’s Separation of Service with CCOW or a subsidiary of CCOW shall be deemed to have occurred after the Change in Control of CCOW, and Executive shall be entitled to the Severance Benefit subject to the application of the provisions in section 16, herein. For purposes of this Agreement, annual compensation means (x) the Executive’s annual base salary on the date of the Change in Control excluding any compensation that may be earned in the Executive’s capacity as a director if the Executive is serving as a director, plus (y) the average bonus earned by the Executive in the three calendar years immediately preceding the year in which the Change in Control occurs, regardless of when the bonus is paid. CCOW recognizes that the bonus compensation earned by the Executive for a particular year’s service might be paid in the year after the calendar year in which the bonus is earned. The term bonus means the sum of any nonperformance based bonus compensation and nonequity incentive compensation (performance based bonus) of the type that is required to be reported by the Securities and Exchange Commission’s rules governing disclosure of executive compensation, specifically Regulation S-K Item 402.