Common use of Severance Absent a Change in Control Clause in Contracts

Severance Absent a Change in Control. As a condition to the payment of the following severance benefits under this Section 6(a)(ii), within forty-five (45) calendar days of the occurrence of the Separation Date that is not within six (6) months immediately prior to, or twenty-four (24) months immediately following a Change in Control, Executive shall execute and deliver, and the applicable revocation period shall have expired with respect to, the “Release” in the form substantially similar to that attached hereto as Exhibit A, in consideration for which the Company agrees to the following: (A) The Company shall pay Executive, upon the date that is forty-five (45) calendar days following the Separation Date, a lump-sum cash payment (minus applicable tax withholding) in an amount no less than one and one-half (1½) times Executive’s annual Base Salary in effect as of the Separation Date; (B) The Company shall pay Executive, upon the date that annual bonus payments are generally made to the Company’s executive officers, a lump-sum cash payment (minus applicable tax withholding), if at all, in an amount at least equal to the Annual Bonus payment Executive would have earned (i.e., contingent on satisfaction of the performance goals that are applicable to such Annual Bonus), if any, as set forth in Section 3(b)(i) of this Agreement if his termination of employment had not occurred, adjusted on a pro rata basis based on the number of days Executive was actually employed by the Company during the fiscal year to which such target bonus opportunity relates; (C) In the event that the Separation Date occurs under this Section 6(a)(ii) following the close of the fiscal year but prior to the payment of the bonus applicable for such year (if any), the Company shall pay Executive, upon the date that is forty-five (45) calendar following the Separation Date, a lump-sum cash payment (minus applicable tax withholding) in an amount equal to the amount of such bonus (if any) that Executive would have received for such prior fiscal year, had Executive’s employment with the Company continued and he was employed through such date on which such bonus would be paid; (D) For eighteen (18) months from the Separation Date (the “Benefits Continuation Period”), the Company shall reimburse Executive for the portion of the monthly premium cost that would have been paid by the Company for the same level of health and dental coverage that Executive had in effect immediately prior to his termination if Executive were actively employed by the Company in the event Executive elects for himself and his dependents (as applicable) to participate in continuation coverage for the Company’s health and dental plans under the Consolidated Omnibus Budget and Reconciliation Act of 1985, as amended (“COBRA”); provided, however, that if it is not commercially feasible to offer COBRA to Executive, the Board, in its discretion, may reimburse Executive for similar reasonable costs incurred by Executive in obtaining health and dental coverage for himself and his dependents (as applicable) during the Benefits Continuation Period; (E) The Company shall pay Executive the amounts described in Section 6(e); and (F) The Company shall treat all outstanding awards of restricted stock, stock options and other equity awards granted to Executive under the LTIP (“Outstanding LTIP Awards”) in accordance with the terms of the plans or agreements under which such awards were created or maintained.

Severance Absent a Change in Control. As a condition to the payment of the following severance benefits under this Section 6(a)(ii), within forty-five (45) calendar days of the occurrence Executive’s termination of the Separation Date employment that is not within six (6) months immediately prior to, or twenty-four (24) months immediately following a Change in Control, the Executive shall execute and deliver, and the applicable revocation period shall have expired with respect to, the “Release” in the form substantially similar to that attached hereto as Exhibit A, in consideration for which the Company agrees to the following: (A) The Company shall pay Executive, upon the date that is forty-five (45) calendar days following the Separation Datetermination of employment, a lump-sum cash payment (minus applicable tax withholding) in an amount no less than one and one-half (1½1.5) times the Executive’s annual Base Salary in effect as of the Separation Effective Date;. (B) The Company shall pay Executive, upon the date that annual bonus payments are generally made to the Company’s executive officers, a lump-sum cash payment amount (minus applicable tax withholding), if at allpaid upon the date that is forty-five (45) calendar days after termination of employment, in an amount at least equal to the Annual Bonus payment Executive would have earned (i.e., contingent on satisfaction of the performance goals that are applicable to such Annual Bonus), if any, Executive’s target bonus opportunity as set forth in Section 3(b)(i) of this Agreement if his termination of employment had not occurredAgreement, adjusted on a pro rata basis based on the number of days Executive was actually employed by the Company during the fiscal calendar year to in which such target bonus opportunity relates;the termination of employment occurs. (C) In the event that the Separation Date occurs Executive’s termination of employment under this Section 6(a)(ii) occurs following the close of the fiscal year but prior to the payment of the bonus applicable for such year (if any), the Company shall pay Executive, a lump-sum amount (minus applicable tax withholding), paid upon the date that is forty-five (45) calendar following the Separation Datedays after termination of employment, a lump-sum cash payment (minus applicable tax withholding) in an amount equal to the amount of such bonus (if any) that Executive would have received for such prior fiscal year, had Executive’s employment with the Company continued and he was employed through such date on which such bonus the bonuses would be paid;. (D) For eighteen (18) months from the Separation Date date of termination (the “Benefits Continuation Period”), the Company shall reimburse the Executive for the portion of the monthly premium his cost that would have been paid by the Company for the same level of health and dental coverage that Executive had in effect immediately prior to his termination if Executive were actively employed by the Company in the event Executive elects for himself and his dependents (as applicable) to participate in continuation coverage for the Company’s health and dental medical plans under the Consolidated Omnibus Budget and Reconciliation Act of 1985, as amended (“COBRA”); provided, provided however, that if it is not commercially feasible to offer COBRA to ExecutiveExecutive COBRA, the Board, in its discretion, may reimburse Executive for similar Executive’s reasonable costs incurred by Executive in obtaining health and dental medical coverage for himself and his dependents (as applicable) during the Benefits Continuation Period;. (E) The Company shall pay Executive the amounts described in Section 6(e); and (F) The Company shall treat all outstanding awards of restricted stock, stock options and other equity awards granted to Executive under the LTIP (“Outstanding LTIP Awards”) in accordance with the terms of the plans or agreements under which such awards were created or maintained.

Severance Absent a Change in Control. As a condition to the payment of the following severance benefits under this Section 6(a)(ii), within forty-five (45) calendar days of the occurrence Executive’s termination of the Separation Date employment that is not within six (6) months immediately prior to, or twenty-four twelve (2412) months immediately following a Change in Control, the Executive shall execute and deliver, and the applicable revocation period shall have expired with respect to, the “Release” in the form substantially similar to that attached hereto as Exhibit A, in consideration for which the Company agrees to the following: (A) The Company shall pay Executive, upon the date that is forty-five (45) calendar days following the Separation Datetermination of employment, a lump-sum cash payment (minus applicable tax withholding) in an amount no less than one and one-half (1½1.5) times the Executive’s annual Base Salary in effect as of the Separation Effective Date;. (B) The Company shall pay Executive, upon the date that annual bonus payments are generally made to the Company’s executive officers, a lump-sum cash payment amount (minus applicable tax withholding), if at allpaid upon the date that is forty-five (45) calendar days after termination of employment, in an amount at least equal to the Annual Bonus payment Executive would have earned (i.e., contingent on satisfaction of the performance goals that are applicable to such Annual Bonus), if any, Executive’s target bonus opportunity as set forth in Section 3(b)(i) of this Agreement if his termination of employment had not occurredAgreement, adjusted on a pro rata basis based on the number of days Executive was actually employed by the Company during the fiscal calendar year to in which such target bonus opportunity relates;the termination of employment occurs. (C) In the event that the Separation Date occurs Executive's termination of employment under this Section 6(a)(ii) occurs following the close of the fiscal year but prior to the payment of the bonus applicable for such year (if any), the Company shall pay Executive, a lump-sum amount (minus applicable tax withholding), paid upon the date that is forty-five (45) calendar following the Separation Datedays after termination of employment, a lump-sum cash payment (minus applicable tax withholding) in an amount equal to the amount of such bonus (if any) that Executive would have received for such prior fiscal year, had Executive’s 's employment with the Company continued and he was employed through such date on which such bonus the bonuses would be paid;. (D) For eighteen (18) months from the Separation Date date of termination (the “Benefits Continuation Period”), the Company shall reimburse the Executive for the portion of the monthly premium his cost that would have been paid by the Company for the same level of health and dental coverage that Executive had in effect immediately prior to his termination if Executive were actively employed by the Company in the event Executive elects for himself and his dependents (as applicable) to participate in continuation coverage for the Company’s health and dental medical plans under the Consolidated Omnibus Budget and Reconciliation Act of 1985, as amended (“COBRA”); provided, provided however, that if it is not commercially feasible to offer COBRA to ExecutiveExecutive COBRA, the Board, in its discretion, may reimburse Executive for similar Executive’s reasonable costs incurred by Executive in obtaining health and dental medical coverage for himself and his dependents (as applicable) during the Benefits Continuation Period;. (E) The Company shall pay Executive the amounts described in Section 6(e); and (F) The Company shall treat all outstanding awards of restricted stock, stock options and other equity awards granted to Executive under the LTIP (“Outstanding LTIP Awards”) in accordance with the terms of the plans or agreements under which such awards were created or maintained.