Common use of Payments and Benefits Upon Employment Termination After a Change in Control Clause in Contracts

Payments and Benefits Upon Employment Termination After a Change in Control. If within two years after a Change in Control (as defined below), the Company terminates the Executive’s employment other than for Cause, or the Executive voluntarily terminates his employment for Good Reason, the Company will provide the following payments and benefits to the Executive, in lieu of those payments and benefits provided under Sections 5(c) or (d) above, but in addition to the amounts payable under Section 5(a) above: (i) Two times the Executive’s Base Salary as in effect on the date of the Executive’s termination of employment. (ii) Two times the highest of (i) the average annual bonus paid for the two fiscal years immediately preceding the Executive’s employment termination, (ii) the target bonus for the fiscal year in which such termination of employment occurs, or (iii) the actual bonus attained for the fiscal year in which such termination occurs. (iii) Continued coverage for a period of 24 months from the Executive’s termination under the Company’s medical, dental, life, disability and other welfare benefit plans, at the same cost to the Executive as in effect on the date of the Change in Control (or, if lower, as in effect at any time thereafter). If the Company determines that the Executive cannot participate in any benefit plan because he is not actively performing services for the Company, the Company may provide such benefits under an alternate arrangement, such as through the purchase of an individual insurance policy that provides similar benefits. The amount of such continued coverage shall be determined, if applicable, by adding 24 additional months of age and service to the Executive’s actual age and service as of the Executive’s termination date and as if the Executive earned compensation during such 24-month period at the rate in effect during the 12-month period immediately preceding his termination date. The Executive’s eligibility for any retiree medical or life coverage following such termination date shall also be determined by adding 24 additional months of age and service to the Executive’s actual age and service as of the termination date. (iv) The value of continued coverage for a period of 24 months under any pension, profit sharing or other retirement plan maintained by the Company. The value of such coverage under a tax qualified plan may be provided through a nonqualified pension or profit sharing plan and shall be determined by adding 24 additional months of age and service to the Executive’s actual age and service at the date of the Executive’s termination of employment and as if the Executive earned compensation during such 24-month period at the rate in effect during the 12-month period immediately preceding his termination date. In the case of a defined benefit pension plan, such value shall include any early retirement subsidies to which the Executive would have become entitled under the plan and shall be determined using the actuarial factors set forth in such plan. (v) The Company will provide the Executive with reimbursement for club dues on the same basis on which the Executive was receiving such reimbursement prior to the Change in Control for 24 months following the Executive’s employment termination. The Company will bear the cost of such reimbursement, at the same level in effect immediately prior to the Change in Control. Reimbursement otherwise receivable by the Executive pursuant to this paragraph shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the 24 month period following the Executive’s employment termination. The Executive shall report to the Company any such benefits actually received by or made available to the Executive. (vi) Immediate vesting of all stock options, restricted stock and other equity-based awards. (vii) The Company will provide the Executive with reimbursement for such outplacement services as may be selected by the Executive, not to exceed the amount of reimbursement as is customary for similarly situated executives of the Company.

Payments and Benefits Upon Employment Termination After a Change in Control. If within two years after a Change in Control (as defined below), the Company terminates the Executive’s employment other than for Cause, or the Executive voluntarily terminates his employment for Good Reason, the Company will provide the following payments and benefits to the Executive, in lieu of those payments and benefits provided under Sections 5(c) or (d) above, but in addition to the amounts payable under Section 5(a) above: (i) Two times the Executive’s Base Salary as in effect on the date of the Executive’s termination of employment. (ii) Two times the highest of (i) the average annual bonus paid for the two fiscal years immediately preceding the Executive’s employment termination, (ii) the target bonus for the fiscal year in which such termination of employment occurs, or (iii) the actual bonus attained for the fiscal year in which such termination occurs. (iii) Continued coverage for a period of 24 months from the Executive’s termination under the Company’s medical, dental, life, disability and other welfare benefit plans, at the same cost to the Executive as in effect on the date of the Change in Control (or, if lower, as in effect at any time thereafter). If the Company determines that the Executive cannot participate in any benefit plan because he is not actively performing services for the Company, the Company may provide such benefits under an alternate arrangement, such as through the purchase of an individual insurance policy that provides similar benefits. The amount of such continued coverage shall be determined, if applicable, by adding 24 additional months of age and service to the Executive’s actual age and service as of the Executive’s termination date and as if the Executive earned compensation during such 24-month period at the rate in effect during the 12-month period immediately preceding his termination date. The Executive’s eligibility for any retiree medical or life coverage following such termination date shall also be determined by adding 24 additional months of age and service to the Executive’s actual age and service as of the termination date. (iv) The value of continued coverage for a period of 24 months under any pension, profit sharing or other retirement plan maintained by the Company. The value of such coverage under a tax qualified plan may be provided through a nonqualified pension or profit sharing plan and shall be determined by adding 24 additional months of age and service to the Executive’s actual age and service at the date of the Executive’s termination of employment and as if the Executive earned compensation during such 24-month period at the rate in effect during the 12-month period immediately preceding his termination date. In the case of a defined benefit pension plan, such value shall include any early retirement subsidies to which the Executive would have become entitled under the plan and shall be determined using the actuarial factors set forth in such plan. (v) The Company will provide the Executive with reimbursement for club dues on the same basis on which the Executive was receiving such reimbursement prior to the Change in Control for 24 months following the Executive’s employment termination. The Company will bear the cost of such reimbursement, at the same level in effect immediately prior to the Change in Control. Reimbursement otherwise receivable by the Executive pursuant to this paragraph shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the 24 month period following the Executive’s employment termination. The Executive shall report to the Company any such benefits actually received by or made available to the Executive. (vi) Immediate vesting of all stock options, restricted stock units and other equity-based awards. (vii) The Company will provide the Executive with reimbursement for such outplacement services as may be selected by the Executive, not to exceed the amount of reimbursement as is customary for similarly situated executives of the Company.

Payments and Benefits Upon Employment Termination After a Change in Control. If within two years after a Change in Control (as defined below), the Company terminates the Executive’s 's employment other than for Cause, or the Executive voluntarily terminates his employment for Good Reason, the Company will provide the following payments and benefits to the Executive, in lieu of those payments and benefits provided under Sections 5(c) or (d) above, but in addition to the amounts payable under Section 5(a) above: (i) Two Three times the Executive’s 's Base Salary as in effect on the date of the Executive’s 's termination of employment. (ii) Two Three times the highest of (i) the average annual bonus paid for the two three fiscal years immediately preceding the Executive’s 's employment termination, (ii) the target bonus for the fiscal year in which such termination of employment occurs, or (iii) the actual bonus attained for the fiscal year in which such termination occurs. (iii) Continued coverage for a period of 24 36 months from the Executive’s 's termination under the Company’s 's medical, dental, life, disability and other welfare benefit plans, at the same cost to the Executive as in effect on the date of the Change in Control (or, if lower, as in effect at any time thereafter). If the Company determines that the Executive cannot participate in any benefit plan because he is not actively performing services for the Company, the Company may provide such benefits under an alternate arrangement, such as through the purchase of an individual insurance policy that provides similar benefits. The amount of such continued coverage shall be determined, if applicable, by adding 24 36 additional months of age and service to the Executive’s 's actual age and service as of the Executive’s 's termination date and as if the Executive earned compensation during such 2436-month period at the rate in effect during the 12-month period immediately preceding his termination date. The Executive’s 's eligibility for any retiree medical or life coverage following such termination date shall also be determined by adding 24 36 additional months of age and service to the Executive’s 's actual age and service as of the termination date. (iv) The value of continued coverage for a period of 24 36 months under any pension, profit sharing or other retirement plan maintained by the Company. The value of such coverage under a tax qualified plan may be provided through a nonqualified pension or profit sharing plan and shall be determined by adding 24 36 additional months of age and service to the Executive’s 's actual age and service at the date of the Executive’s 's termination of employment and as if the Executive earned compensation during such 2436-month period at the rate in effect during the 12-month period immediately preceding his termination date. In the case of a defined benefit pension plan, such value shall include any early retirement subsidies to which the Executive would have become entitled under the plan and shall be determined using the actuarial factors set forth in such plan. (v) The Company will provide the Executive with reimbursement for club dues on the same basis on which the Executive was receiving such reimbursement prior to the Change in Control for 24 36 months following the Executive’s 's employment termination. The Company will bear the cost of such reimbursement, at the same level in effect immediately prior to the Change in Control. Reimbursement otherwise receivable by the Executive pursuant to this paragraph shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the 24 36 month period following the Executive’s 's employment termination. The Executive shall report to the Company any such benefits actually received by or made available to the Executive. (vi) Immediate vesting of all stock options, restricted stock and other equity-based awards. (vii) The Company will provide the Executive with reimbursement for such outplacement services as may be selected by the Executive, not to exceed the amount of reimbursement as is customary for similarly situated executives of the Company.

Payments and Benefits Upon Employment Termination After a Change in Control. If within two years after a Change in Control (as defined below), the Company terminates the Executive’s 's employment other than for Cause, or the Executive voluntarily terminates his employment for Good Reason, the Company will provide the following payments and benefits to the Executive, in lieu of those payments and benefits provided under Sections 5(c) or (d) above, but in addition to the amounts payable under Section 5(a) above: (i) Two times the Executive’s 's Base Salary as in effect on the date of the Executive’s 's termination of employment. (ii) Two times the highest of (i) the average annual bonus paid for the two fiscal years immediately preceding the Executive’s 's employment termination, (ii) the target bonus for the fiscal year in which such termination of employment occurs, or (iii) the actual bonus attained for the fiscal year in which such termination occurs. (iii) Continued coverage for a period of 24 months from the Executive’s 's termination under the Company’s 's medical, dental, life, disability and other welfare benefit plans, at the same cost to the Executive as in effect on the date of the Change in Control (or, if lower, as in effect at any time thereafter). If the Company determines that the Executive cannot participate in any benefit plan because he is not actively performing services for the Company, the Company may provide such benefits under an alternate arrangement, such as through the purchase of an individual insurance policy that provides similar benefits. The amount of such continued coverage shall be determined, if applicable, by adding 24 additional months of age and service to the Executive’s 's actual age and service as of the Executive’s 's termination date and as if the Executive earned compensation during such 24-month period at the rate in effect during the 12-month period immediately preceding his termination date. The Executive’s 's eligibility for any retiree medical or life coverage following such termination date shall also be determined by adding 24 additional months of age and service to the Executive’s 's actual age and service as of the termination date. (iv) The value of continued coverage for a period of 24 months under any pension, profit sharing or other retirement plan maintained by the Company. The value of such coverage under a tax qualified plan may be provided through a nonqualified pension or profit sharing plan and shall be determined by adding 24 additional months of age and service to the Executive’s 's actual age and service at the date of the Executive’s 's termination of employment and as if the Executive earned compensation during such 24-month period at the rate in effect during the 12-month period immediately preceding his termination date. In the case of a defined benefit pension plan, such value shall include any early retirement subsidies to which the Executive would have become entitled under the plan and shall be determined using the actuarial factors set forth in such plan. (v) The Company will provide the Executive with reimbursement for club dues on the same basis on which the Executive was receiving such reimbursement prior to the Change in Control for 24 months following the Executive’s 's employment termination. The Company will bear the cost of such reimbursement, at the same level in effect immediately prior to the Change in Control. Reimbursement otherwise receivable by the Executive pursuant to this paragraph shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the 24 month period following the Executive’s 's employment termination. The Executive shall report to the Company any such benefits actually received by or made available to the Executive. (vi) Immediate vesting of all stock options, restricted stock and other equity-based awards. (vii) The Company will provide the Executive with reimbursement for such outplacement services as may be selected by the Executive, not to exceed the amount of reimbursement as is customary for similarly situated executives of the Company.