Common use of Severance Compensation in the Event of a Termination Upon a Change in Control Clause in Contracts

Severance Compensation in the Event of a Termination Upon a Change in Control. In the event Officer’s employment is terminated in a Termination Upon a Change in Control, Officer shall be paid as severance compensation an amount equal to (a) three times his annual Base Salary (at the rate payable at the time of such termination), plus (b) an amount equal to the greater of: (i) two times the average annual cash bonus, if any, earned by Officer in the two years immediately preceding the date of termination, without regard to any elective income deferral or conversion of such bonus into stock or any other non-cash consideration; and (ii) two times the product of Base Salary times 0.33. Such severance compensation shall be paid in a lump sum promptly after the date of such termination, and in no event later than 2 1/2 months after the end of the year in which such termination occurs, subject to the limitations of Section 4.4. The parties intend that, to the greatest extent possible, such severance compensation be exempt from Code Section 409A under the “involuntary separation from service” exemption under Treas. Reg. §1.409A-1(n) and/or the “short-term deferral” exemption under Treas. Reg. §1.409-1(b)(4), and agree to pay such severance in separate installments if the amount of severance hereunder is paid beyond the short-term exceeds the limits thereof. To the extent permissible under the group health benefit plans of the Corporation (or its successor), if any, Officer may continue to participate in such plans under the same terms as active employees, pursuant to continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), until the expiration of such COBRA continuation coverage. Officer is under no obligation to mitigate the amount owed Officer pursuant to this Section 4.1 by seeking other employment or otherwise.

Severance Compensation in the Event of a Termination Upon a Change in Control. In the event Officer’s employment is terminated in a Termination Upon a Change in Control, Officer shall be paid as severance compensation an amount equal to (a) three times his her annual Base Salary (at the rate payable at the time of such termination), plus (b) an amount equal to the greater of: (i) two times the average annual cash bonus, if any, earned by Officer in the two years immediately preceding the date of termination, without regard to any elective income deferral or conversion of such bonus into stock or any other non-cash consideration; and (ii) two times the product of Base Salary times 0.33. Such severance compensation shall be paid in a lump sum promptly after the date of such termination, and in no event later than 2 1/2 months after the end of the year in which such termination occurs, subject to the limitations of Section 4.4. The parties intend that, to the greatest extent possible, such severance compensation be exempt from Code Section 409A under the “involuntary separation from service” exemption under Treas. Reg. §1.409A-1(n) and/or the “short-term deferral” exemption under Treas. Reg. §1.409-1(b)(4), and agree to pay such severance in separate installments if the amount of severance hereunder is paid beyond the short-term exceeds the limits thereof. To the extent permissible under the group health benefit plans of the Corporation (or its successor), if any, Officer may continue to participate in such plans under the same terms as active employees, pursuant to continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), until the expiration of such COBRA continuation coverage. Officer is under no obligation to mitigate the amount owed Officer pursuant to this Section 4.1 by seeking other employment or otherwise.

Severance Compensation in the Event of a Termination Upon a Change in Control. In the event Officer’s employment is terminated in a Termination Upon a Change in Control, Officer shall be paid as severance compensation an amount equal to (a) three times his annual Base Salary (at the rate payable at the time of such termination), plus (b) an amount equal to the greater of: (i) two times the average annual cash bonus, if any, earned by Officer in the two years immediately preceding the date of termination, without regard to any elective income deferral or conversion of such bonus into stock or any other non-cash consideration; and (ii) two times the product of Base Salary times 0.330.67. Such severance compensation shall be paid in a lump sum promptly after the date of such termination, and in no event later than 2 1/2 months after the end of the year in which such termination occurs, subject to the limitations of Section 4.4. The parties intend that, to the greatest extent possible, such severance compensation be exempt from Code Section 409A under the “involuntary separation from service” exemption under Treas. Reg. §1.409A-1(n) and/or the “short-term deferral” exemption under Treas. Reg. §1.409-1(b)(4), and agree to pay such severance in separate installments if the amount of severance hereunder is paid beyond the short-term exceeds the limits thereof. To the extent permissible under the group health benefit plans of the Corporation (or its successor), if any, Officer may continue to participate in such plans under the same terms as active employees, pursuant to continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), until the expiration of such COBRA continuation coverage. Officer is under no obligation to mitigate the amount owed Officer pursuant to this Section 4.1 by seeking other employment or otherwise.