Common use of Severance Benefits Following a Change in Control Clause in Contracts

Severance Benefits Following a Change in Control. Subject to the provisions of Paragraphs 5 and 6 below, if you become entitled to Severance Benefits under Paragraphs 1(a) or 1(c) of this Agreement, the Company will provide you the following: (i) any unpaid base salary as of the date of separation, expense reimbursements, accrued benefits, and any earned but unpaid bonus or incentive payment for the fiscal year before the year of termination, provided that any unpaid vested amounts or benefits under the Company’s compensation, incentive or benefits plans will be paid in accordance with the terms of those plans; (ii) a lump sum cash payment of two times your Annual Base Salary (as defined herein below) in effect as of the termination date; (iii) a lump sum cash payment of two times your Annual Incentive Payment (as defined herein below); (iv) a lump sum cash payment equivalent to twenty-four (24) months of COBRA premiums (as customarily charged to other individuals who have terminated from the Company), grossed up for applicable federal and state taxes. The COBRA premiums shall be based on your coverage election in effect as of the date of termination. If you elect to continue coverage under the Company’s health care plans pursuant to COBRA, you hereby agree that such coverage will continue only for so long as allowed under COBRA or until you become eligible for another group health plan by virtue of employment; and you shall notify the Company as soon as you become eligible for coverage under another group health plan; (v) a lump sum cash payment equivalent to twenty-four (24) months of LTD and Group Term Life Insurance and any other benefit plan premiums, grossed up for applicable federal and state taxes. The LTD and Group Term Life Insurance and other benefit plan premiums shall be based on your coverage election in effect as of the date of termination; and (vi) all non-vested and/or unearned long-term incentive awards previously granted to you, including but not limited to restricted stock units, deferred share awards, and stock options shall fully vest and become nonforfeitable; provided, however, that any applicable performance requirement under any long-term incentive awards must be satisfied and will not be deemed waived as a result of this provision.

Severance Benefits Following a Change in Control. Subject to the provisions of Paragraphs 5 and 6 below, if you become entitled to Severance Benefits under Paragraphs Paragraph 1(a) or 1(c) of this Agreement, the Company will provide you the following: (i) any unpaid base salary as of the date of separation, expense reimbursements, accrued benefits, and any earned but unpaid bonus or incentive payment for the fiscal year before the year of termination, provided that any unpaid vested amounts or benefits under the Company’s compensation, incentive or benefits plans will be paid in accordance with the terms of those plans; (ii) a lump sum cash payment of two times your Annual Base Salary (as defined herein below) in effect as of the termination date; (iii) a lump sum cash payment of two times your Annual Incentive Payment (as defined herein below); (iv) a lump sum cash payment equivalent to twenty-four (24) months of COBRA premiums (as customarily charged to other individuals who have terminated from the Company), grossed up for applicable federal and state taxes. The COBRA premiums shall be based on your coverage election in effect as of the date of termination. If you elect to continue coverage under the Company’s health care plans pursuant to COBRA, you hereby agree that such coverage will continue only for so long as allowed under COBRA or until you become eligible for another group health plan by virtue of employment; and you shall notify the Company as soon as you become eligible for coverage under another group health plan; (v) a lump sum cash payment equivalent to twenty-four (24) months of LTD and Group Term Life Insurance and any other benefit plan premiums, grossed up for applicable federal and state taxes. The LTD and Group Term Life Insurance and other benefit plan premiums shall be based on your coverage election in effect as of the date of termination; and (vi) all non-vested and/or unearned long-term incentive awards previously granted to you, including but not limited to restricted stock units, deferred share awards, and stock options shall fully vest and become nonforfeitable; provided, however, that any applicable performance requirement under any long-term incentive awards must be satisfied and will not be deemed waived as a result of this provision.

Severance Benefits Following a Change in Control. Subject (a) If the Executive suffers a Qualified Termination, the Employer shall pay the Executive the Accrued Obligations in accordance with the payment provisions set forth in Section 2(a). In addition, subject to the provisions execution and effectiveness of Paragraphs 5 and 6 belowa Release Agreement substantially in the form set forth in Schedule B, if you become the Executive shall be entitled to Severance Benefits under Paragraphs 1(a) or 1(c) of this Agreement, the Company will provide you the followingfollowing payments and benefits: (i) any unpaid base salary as of the date of separation, expense reimbursements, accrued benefits, and any earned but unpaid bonus or incentive payment for the fiscal year before the year of termination, provided that any unpaid vested amounts or benefits under the CompanyExecutive’s compensation, incentive or benefits plans will be paid in accordance with the terms of those plansSeverance Payment; (ii) a lump sum cash payment of two times your Annual Base Salary (as defined herein below) in effect as of the termination dateExecutive’s Pro-Rata Bonus; (iii) a lump sum cash payment of two times your Annual Incentive Payment (as defined herein below)outplacement services pursuant to the Company’s outplacement services plan for senior executives, for the period provided in Schedule A; (iv) a lump monthly amount for 36 months equal to the sum cash payment equivalent to twenty-four of (24x) months the amount of the COBRA premiums continuation (medical, vision and dental) monthly premium rate that would otherwise be payable by the Executive for such COBRA continuation for the Executive and any eligible dependents, as customarily charged to other individuals who have terminated from applicable, as of the CompanyDate of Termination, plus (y) provided Executive elects and continues COBRA continuation for medial, vision and dental for the maximum period of time permitted under COBRA (and any state equivalent, such as Cal COBRA), grossed up for applicable an additional amount (if any) that would cover any incremental federal and state taxes. The COBRA premiums shall be based income taxes on your coverage election in effect the amount payable under this Section 4(a)(iv) for such month (as of the date of termination. If you elect to continue coverage under the Company’s health care plans pursuant to COBRA, you hereby agree that such coverage will continue only for so long as allowed under COBRA or until you become eligible for another group health plan determined by virtue of employment; and you shall notify the Company as soon as you become eligible for coverage under another group health plan;in its reasonable discretion); and (v) a lump sum cash payment equivalent to twenty-four the amounts payable under Sections 4(a)(i) and (24ii) months of LTD and Group Term Life Insurance and any other benefit plan premiums, grossed up for applicable federal and state taxes. The LTD and Group Term Life Insurance and other benefit plan premiums shall be based on your coverage election paid out in effect as a lump-sum within 60 days after the Date of the date of termination; and (vi) all non-vested and/or unearned long-term incentive awards previously granted to you, including but not limited to restricted stock units, deferred share awards, and stock options shall fully vest and become nonforfeitableTermination; provided, however, that any applicable performance requirement under any longif the 60-term incentive awards must day period begins in one calendar year and ends in a second calendar year, such amounts shall be satisfied and will paid in the second calendar year by the last day of such 60-day period. The mere occurrence of a Change in Control shall not be deemed waived treated as a result termination of the Executive’s employment under this provisionAgreement, nor shall the mere transfer of the Executive’s employment to and between the Employer and/or any Subsidiary be treated as a termination under this Agreement.