Common use of Payments Upon a Qualifying Termination Clause in Contracts

Payments Upon a Qualifying Termination. In the event your employment is terminated by the Company without Cause (and not due to your death or Disability) or by you for Good Reason (each, a “Qualifying Termination”), in each case, prior to a Sale of the Company or more than two years following a Sale of the Company, the Company shall pay you the amounts set forth below, subject to your compliance with the terms of this letter agreement (including the release requirement set forth in Section 5 herein). (a) An amount equal to [two (2) times] your annual base salary (as in effect immediately prior to the date of your termination with the Company (such date, the “Termination Date”)), (or immediately prior to any reduction if such Qualifying Termination is a result of a reduction in base salary), payable in substantially equal installments in accordance with the Company’s normal payroll policies commencing on the Termination Date, and continuing for [twenty-four][twelve] ([24][12]) consecutive months thereafter. (b) For the period commencing on the Termination Date and ending on the earlier of (i) one (1) year following the Termination Date and (ii) the date on which you become eligible to participate in and receive medical, dental, and life benefits under a plan or arrangement sponsored by another employer having benefits substantially equivalent to the benefits provided pursuant to this subsection, the Company shall continue your medical, dental, and life insurance coverage, under the Company-sponsored plans or otherwise, upon the same terms and otherwise to the same extent as such coverage shall have been in effect immediately prior to the Termination Date, and you and the Company shall share the costs of the continuation of such medical, dental, and life insurance coverage in the same proportion as such costs were shared immediately prior to the Termination Date (the “Continued Welfare Benefits”); provided that the Company’s share of the cost of the continuation of coverage under any self-insured medical reimbursement plan that is subject to Section 105(h) of the Code shall be included in your taxable income from the Company. The Continued Welfare Benefits shall be in satisfaction of the Company’s obligations under the Consolidated Omnibus Budget Reconciliation Act of 1985, to the extent applicable. Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the Continued Welfare Benefits without potentially violating applicable law (including, without limitation, Section 2716 of the U.S. Public Health Service Act), the Company shall, in lieu of the Continued Welfare Benefits, provide you with a taxable cash payment equal to one-hundred percent (100%) of the portion of the applicable monthly premium the Company would pay for the Continued Welfare Benefits as in effect at such time, for each calendar month (including partial months) remaining until the earlier of (i) the first anniversary of the Termination Date and (ii) the date on which you become eligible to participate in and receive such benefits under a plan or arrangement sponsored by another employee. (c) For the period commencing on the date following the date the Release is executed and no longer subject to revocation, and continuing for twelve (12) months, you will have access to Company provided outplacement services.

Payments Upon a Qualifying Termination. In the event your employment is terminated by the Company without Cause (and not due to your death or Disability) or by you for Good Reason (each, a “Qualifying Termination”), in each case, prior to a Sale of the Company or more than two years following a Sale of the Company, the Company shall pay you the amounts set forth below, subject to your compliance with the terms of this letter agreement (including the release requirement set forth in Section 5 herein). (a) An amount equal to [two (2) times] times the sum of (i) your annual base salary (as in effect immediately prior to the date of your termination with the Company (such date, . the “Termination Date”)), (or immediately prior to any reduction if such Qualifying Termination is a result of a reduction in base salary) plus, (ii) your average annual cash incentive bonus over the two most recent full completed fiscal years ending after May 1, 2017 and immediately preceding the fiscal year in which the Termination Date occurs (provided however, that (x) if you were not employed by the Company during each of the two full completed fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the amount shall be determined based on your average annualized cash incentive bonus received in respect of the fiscal years in which you were actually employed; and (y) if you have not received an annual cash incentive bonus for a full completed fiscal year ending after May 1, 2017, at any time prior to the Termination Date due to having been a new hire or having become employed by the Company on May 1, 2017, the amount shall be determined by reference to your target annual cash incentive opportunity), in both cases, payable in substantially equal installments in accordance with the Company’s normal payroll policies commencing on the Termination Date, and continuing for [twenty-four][twelve] four ([24][12]24) consecutive months thereafter. (b) For the period commencing on the Termination Date and ending on the earlier of (i) one (1) year following the Termination Date and (ii) the date on which you become eligible to participate in and receive medical, dental, and life benefits under a plan or arrangement sponsored by another employer having benefits substantially equivalent to the benefits provided pursuant to this subsection, the Company shall continue your medical, dental, and life insurance coverage, under the Company-sponsored plans or otherwise, upon the same terms and otherwise to the same extent as such coverage shall have been in effect immediately prior to the Termination Date, and you and the Company shall share the costs of the continuation of such medical, dental, and life insurance coverage in the same proportion as such costs were shared immediately prior to the Termination Date (the “Continued Welfare Benefits”); provided that the Company’s share of the cost of the continuation of coverage under any self-insured medical reimbursement plan that is subject to Section 105(h) of the Code shall be included in your taxable income from the Company. The Continued Welfare Benefits shall be in satisfaction of the Company’s obligations under the Consolidated Omnibus Budget Reconciliation Act of 1985, to the extent applicable. Notwithstanding the foregoing, . if the Company determines in its sole discretion that it cannot provide the Continued Welfare Benefits without potentially violating applicable law (including, without limitation, . Section 2716 of the U.S. Public Health Service Act), the Company shall, in lieu of the Continued Welfare Benefits, provide you with a taxable cash payment equal to one-hundred percent (100%) of the portion of the applicable monthly premium the Company would pay for the Continued Welfare Benefits as in effect at such time, for each calendar month (including partial months) remaining until the earlier of (i) the first anniversary of the Termination Date and (ii) the date on which you become eligible to participate in and receive such benefits under a plan or arrangement sponsored by another employee. (c) For the period commencing on the date following the date the Release is executed and no longer subject to revocation, . and continuing for twelve (12) months, you will have access to Company provided outplacement services.