Common use of Obligations of the Company Upon Certain Terminations Clause in Contracts

Obligations of the Company Upon Certain Terminations. In the event that (i) the Company unilaterally terminates the Executive’s employment other than for Cause, (ii) the Executive terminates employment for Good Reason or (iii) the Executive terminates employment for any reason following a Change in Control, the Company shall pay the Executive the following payments and benefits: (a) The Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the sum of (1) the Executive’s annual base salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the annual target bonus (if any) for the year in which such Date of Termination occurs and (y) a fraction, the numerator or which is the number of days in the then current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any accrued vacation pay, to the extent not therefore paid. (b) The Company shall pay to the Executive a severance payment in an amount equal to one (1) times the sum of (x) the Executive’s annual base salary in effect on the Date of Termination and (y) the annual target bonus (if any) for the year in which the Date of Termination occurs, subject to reduction as set forth in Section 9. Subject to Section 12, such benefit shall be paid in one lump sum within sixty (60) days after the Executive’s Separation from Service from the Company and such payment shall be subject to the Company’s collection of all applicable withholding taxes. (c) The Corporation shall pay to the Executive an amount equal to the cost that would be incurred by the Executive if the Executive elected continued health care coverage for the Executive and his spouse and other eligible dependents under Section 4980B of the Code and the regulations thereunder for a period of twelve (12) months measured from the Date of Termination. Such payment shall be made in a lump sum within sixty (60) days after the Executive’s Separation from Service.

Obligations of the Company Upon Certain Terminations. In the event that (i) If, the Company unilaterally terminates the Executive’s employment other than for Cause, (ii) Cause or the Executive terminates employment for Good Reason or (iii) the Executive terminates employment for any reason following a Change in ControlReason, the Company shall pay the Executive the following payments and benefits: (a) The Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the sum of (1) the Executive’s annual base salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the annual target bonus (if any) for the year in which such Date of Termination occurs and (y) a fraction, the numerator or which is the number of days in the then current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any accrued vacation pay, to the extent not therefore paid. (b) The Company shall pay to the Executive a severance payment in an amount equal to one (1) times the sum of (x) the Executive’s annual base salary in effect on the Date of Termination and (y) the annual target bonus (if any) for the year in which the Date of Termination occurs, subject to reduction as set forth in Section 9. Subject to Section 12, such Such benefit shall be paid in one lump sum within sixty (60) days after the Executive’s Separation from Service from the Company and such payment shall be subject to the Company’s collection of all applicable withholding taxes. (c) The Corporation shall pay to the Executive an amount equal to the cost that would be incurred by the Executive if the Executive elected continued health care coverage for the Executive and his spouse and other eligible dependents under Section 4980B of the Code and the regulations thereunder for a period of twelve (12) months measured from the Date of Termination. Such payment shall be made in a lump sum within sixty (60) days after the Executive’s Separation from Service.

Obligations of the Company Upon Certain Terminations. In the event that (i) If the Company unilaterally terminates the Executive’s employment other than for Cause, (ii) Cause or the Executive terminates employment for Good Reason or (iii) the Executive terminates employment for any reason following a Change in ControlReason, the Company shall pay the Executive the following payments and benefits, provided that (except with respect to the payment under clause (A) below) the Executive has executed the release required under Section 4.8 (the “Release”) and such Release has become effective in accordance with its terms following any applicable revocation period: (aA) The Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the sum of (1) the Executive’s annual base salary through up to and including the Date of Termination to the extent not theretofore paid, paid and (2) any accrued vacation pay, to the extent not therefore paid. (B) The Company shall pay to the Executive in a lump sum in cash within sixty (60) days following the Executive’s Separation from Service an amount equal to the product of (x) the annual target bonus (if any) for the year in which such Date of Termination occurs and (y) a fraction, the numerator or of which is the number of days in the then current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any accrued vacation pay, to the extent not therefore paid365. (bC) The Company shall pay to the Executive a severance payment in an amount equal to one (1) times the sum of (x) the Executive’s annual base salary in effect on the Date of Termination and (y) the annual target bonus (if any) for the year in which the Date of Termination occurs, subject to reduction as set forth in Section 96.1. Subject to Section 12, such Such benefit shall be paid in one lump sum within sixty (60) days after the Executive’s Separation from Service from the Company and such payment shall be subject to the Company’s collection of all applicable withholding taxesService. (cD) The Corporation Company shall pay to the Executive an amount equal to the cost that would be incurred by the Executive if the Executive elected continued health care coverage equal to Executive’s health care benefit elections as of the Date of Termination for the Executive and his spouse and other eligible dependents under Section 4980B of the Code and the regulations thereunder for a period of twelve (12) months measured from the Date of Termination. Such payment shall be made in a lump sum within sixty (60) days after the Executive’s Separation from Service. All payments shall be subject to the Company’s collection of all applicable withholding taxes. (ii) If the Company unilaterally terminates the Executive’s employment for Cause or the Executive terminates employment other than for Good Reason or other than pursuant to Section 4.4, the Company shall only be liable to pay the Executive (A) his Base Salary through the Date of Termination, (B) any accrued expenses and vacation pay to the extent not theretofore paid and (C) benefits under any plan or agreement covering the Executive which shall be governed by the terms of such plan or agreement in compliance with Code Section 409A. (iii) Upon the Executive’s termination pursuant to Section 4.4, the Company shall pay the Executive the payments and benefits set forth in Section 4.6(i) above at such times and subject to such conditions as specified Section 4.6(i).