Common use of Pre-Change in Control Severance Payment Clause in Contracts

Pre-Change in Control Severance Payment. The Company shall pay to the Executive a severance payment equal to one times (1x) the sum of: (i) the Executive’s then current annual base salary, plus (ii) an amount equal to the Executive’s then current annual target bonus; provided that if the Executive’s annual base salary or target bonus has been reduced during the sixty (60) day period prior to the Date of Termination, then for purposes of severance payment calculation the higher figure will be used (the “Pre-Change in Control Severance Payment”). The Pre-Change in Control Severance Payment will be made as follows: (i) half in a lump sum payable on the later of: (a) fifteen (15) days after the Date of Termination; or (b) fifteen (15) days after the date the executed Release required in Section 13 becomes non-revocable by the Executive in accordance with applicable law, subject to any applicable required timing to the contrary set forth in Section 13, and (ii) the remaining half in six (6) equal consecutive monthly installments starting six (6) months after the Date of Termination with a final installment of all remaining amounts to be paid on or before March 15 of the calendar year following the year in which the Date of Termination occurred. The final installment will be equal to the total payment reduced by all the amounts previously paid (i.e., the lump sum payment and the sum of all the installment payments previously paid). Notwithstanding the provisions of clause (ii) to the contrary, if the six-month period would cause the installments to begin to be paid after the March 15 date described in the second sentence of this Section 5.2, then no installments will be paid, and the second payment will be a lump sum equal to half the total payment and that payment will be paid on or before March 15 of the calendar year following the year in which the Date of Termination occurred. The installment payments (or the second lump sum payment, if applicable) are specifically designated as consideration for execution of the Release required in Section 13 and compliance with the terms of the CNDA Agreement referred to in Section 12. All payments will have applicable taxes withheld and any installment payments will be paid at such times during the month as the Company may reasonably determine.

Pre-Change in Control Severance Payment. The Company shall pay to the Executive a severance payment equal to one times (1x) the sum of: (i) the Executive’s then current annual base salary, plus (ii) an amount equal to the Executive’s then current annual target bonus; provided that if the Executive’s annual base salary or target bonus has been reduced during the sixty (60) day period prior to the Date of Termination, then for purposes of severance payment calculation the higher figure will be used (the “Pre-Change in Control Severance Payment”). The Pre-Change in Control Severance Payment will be made as follows: (i) half in a lump sum payable on the later of: (a) fifteen (15) days after the Date of Termination; or (b) fifteen (15) days after the date the executed Release required in Section 13 becomes non-revocable by the Executive in accordance with applicable law, subject to any applicable required timing to the contrary set forth in Section 13, and (ii) the remaining half in six (6) equal consecutive monthly installments starting six (6) months after the Date of Termination with a final installment of all remaining amounts to be paid on or before March 15 of the calendar year following the year in which the Date of Termination occurred. The final installment will be equal to the total payment reduced by all the amounts previously paid (i.e., the lump sum payment and the sum of all the installment payments previously paid). Notwithstanding the provisions of clause (ii) to the contrary, if the six-six- month period would cause the installments to begin to be paid after the March 15 date described in the second sentence of this Section 5.2, then no installments will be paid, and the second payment will be a lump sum equal to half the total payment and that payment will be paid on or before March 15 of the calendar year following the year in which the Date of Termination occurred. The installment payments (or the second lump sum payment, if applicable) are specifically designated as consideration for execution of the Release required in Section 13 and compliance with the terms of the CNDA Agreement referred to in Section 12. All payments will have applicable taxes withheld and any installment payments will be paid at such times during the month as the Company may reasonably determine.

Pre-Change in Control Severance Payment. The Company shall pay to the Executive a severance payment equal to one and one-fourth times (1x1.25x) the sum of: (i) the Executive’s then current annual base salary, plus (ii) an amount equal to the Executive’s then current annual target bonus; provided that if the Executive’s annual base salary or target bonus has been reduced during the sixty (60) day period prior to the Date of Termination, then for purposes of severance payment calculation the higher figure will be used (the “Pre-Change in Control Severance Payment”). The Pre-Change in Control Severance Payment will be made as follows: (i) half in a lump sum payable on the later of: (a) fifteen (15) days after the Date of Termination; or (b) fifteen (15) days after the date the executed Release required in Section 13 becomes non-revocable by the Executive in accordance with applicable law, subject to any applicable required timing to the contrary set forth in Section 13, and (ii) the remaining half in six (6) equal consecutive monthly installments starting six (6) months after the Date of Termination with a final installment of all remaining amounts to be paid on or before March 15 of the calendar year following the year in which the Date of Termination occurred. The final installment will be equal to the total payment reduced by all the amounts previously paid (i.e., the lump sum payment and the sum of all the installment payments previously paid). Notwithstanding the provisions of clause (ii) to the contrary, if the six-month period would cause the installments to begin to be paid after the March 15 date described in the second sentence of this Section 5.2, then no installments will be paid, and the second payment will be a lump sum equal to half the total payment and that payment will be paid on or before March 15 of the calendar year following the year in which the Date of Termination occurred. The installment payments (or the second lump sum payment, if applicable) are specifically designated as consideration for execution of the Release required in Section 13 and compliance with the terms of the CNDA Agreement referred to in Section 12. All payments will have applicable taxes withheld and any installment payments will be paid at such times during the month as the Company may reasonably determine.