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) the greater of two times: (i) the average annual Bonus Compensation, if any, earned by Officer in the two years immediately preceding the date of termination and (ii) $705,154.00, plus (c) any pro-rated portion of the Bonus Compensation that Officer would have earned for a given period in which the termination occurs (if he had remained employed for the entire period), based on the number of days in such period that had elapsed as of the termination date, payable at the time that the Corporation pays bonuses to its executive officers for such period; provided, however, that such Bonus Compensation shall be payable only if Officer remained employed for at least half of the period for which the Bonus Compensation would have been payable, plus (d) any pro-rated portion of equity compensation under the Incentive Plans that Officer would have earned for a given period in which the termination occurs (if he had remained employed for the entire period), based on the number of days in such period that had elapsed as of the termination date, payable in either stock or cash at the Corporation’s election and at the time that the Corporation pays such equity compensation awards to its executive officers for such period; provided, however, that such equity compensation award shall be payable only if Officer remained employed for at least half of the period for which the award would have been payable. Such severance compensation shall be paid in a lump sum promptly after the date of such termination, subject to the limitations of Section 4.4. The parties intend that, to the greatest extent possible, such severance compensation be treated as made pursuant to a “separation pay plan,” and not subject to the restrictions imposed by Section 4.4, as provided under Treas. Reg. § 1.409A-1(b)(9), and agree to pay such severance in separate installments if the amount of severance hereunder exceeds the limits thereof. To the extent permissible under the group health benefit plans of the Corporation (or its successor), 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) the greater of two times: (i) the average annual Bonus Compensation, if any, earned by Officer in the two years immediately preceding the date of termination and (ii) $705,154.00720,000.00, plus (c) any pro-rated portion of the Bonus Compensation that Officer would have earned for a given period in which the termination occurs (if he she had remained employed for the entire period), based on the number of days in such period that had elapsed as of the termination date, payable at the time that the Corporation pays bonuses to its executive officers for such period; provided, however, that such Bonus Compensation shall be payable only if Officer remained employed for at least half of the period for which the Bonus Compensation would have been payable, plus (d) any pro-rated portion of equity compensation under the Incentive Plans that Officer would have earned for a given period in which the termination occurs (if he she had remained employed for the entire period), based on the number of days in such period that had elapsed as of the termination date, payable in either stock or cash at the Corporation’s election and at the time that the Corporation pays such equity compensation awards to its executive officers for such period; provided, however, that such equity compensation award shall be payable only if Officer remained employed for at least half of the period for which the award would have been payable. Such severance compensation shall be paid in a lump sum promptly after the date of such termination, subject to the limitations of Section 4.4. The parties intend that, to the greatest extent possible, such severance compensation be treated as made pursuant to a “separation pay plan,” and not subject to the restrictions imposed by Section 4.4, as provided under Treas. Reg. § 1.409A-1(b)(9), and agree to pay such severance in separate installments if the amount of severance hereunder exceeds the limits thereof. To the extent permissible under the group health benefit plans of the Corporation (or its successor), 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 OfficerExecutive’s employment is terminated in a Termination Upon a Change in Control within the two (2) year period immediately following the date of a Change in Control, Officer Executive shall be paid as severance compensation entitled to the payments and benefits provided below: (i) HCPI shall pay to Executive (A) Executive’s full Base Salary, when due, through the Date of Termination at the rate in effect at the time Notice of Termination is given, at the time specified in Section 5(a)(vi), (B) the unpaid portion, if any, of any annual incentive plan bonus, plus an amount equal to Executive’s annual incentive plan bonus, pro rated from January 1 of the termination year through the Date of Termination, and (aC) all other amounts to which Executive is entitled under any compensation plan of HCPI at the time such payments are due; (ii) In lieu of any further Base Salary payments to Executive for periods subsequent to the Date of Termination, HCPI shall pay as severance pay to Executive, at the time specified in Section 5(a)(vi), a lump sum severance payment (together with the payments provided in Sections 5(a)(iii) and (iv) below, the “Severance Payments”) equal to the sum of three (3) times his Executive’s annual Base Salary as in effect as of the Date of Termination or immediately prior to the Change in Control, whichever is greater, and three (at 3) times Executive’s targeted annual incentive plan bonus as in effect as of the rate payable at Date of Termination or the time of such termination) plus (b) the greater of two times: (i) the average highest annual Bonus Compensation, if any, earned incentive plan bonus received by Officer Executive in the two three (3) years immediately preceding prior to the date Change in Control, whichever is greater; (iii) For a period of termination three (3) years, HCPI shall continue to provide Executive and (ii) $705,154.00, plus (c) any pro-rated portion of the Bonus Compensation that Officer would have earned for a given period in which the termination occurs (if he had remained employed for the entire period)Executive’s eligible family members, based on the number cost sharing arrangement between Executive and HCPI on the date of days the Change in Control, with medical and dental health coverage at least equal to those which would have been provided to Executive and his eligible family members if Executive’s employment had not been terminated or, if more favorable to Executive, as in effect generally at any time thereafter, provided, however, that Executive shall advise HCPI if Executive becomes re-employed with another employer, and he and his eligible dependents are eligible to receive medical and dental health benefits under another employer’s plans, and HCPI’s obligations under this Section 5(a)(iii) shall cease. In the event Executive and his dependents are ineligible under the terms of HCPI’s benefit plans or programs to continue coverage under this Section 5(a)(iii), HCPI shall provide Executive and his dependents with substantially equivalent coverage through other sources or shall provide Executive with a lump sum payment in such period amount that, after all taxes on that had elapsed as amount, is equal to the cost to Executive of providing Executive such benefit coverage. The lump sum shall be determined on a present value basis using the interest rate provided in section 1274(b)(2)(B) of the Code on the Date of Termination. Upon the termination dateof the benefits coverage under the first sentence of this Section 5(a)(iii), payable Executive, Executive’s spouse and Executive’s dependents shall be entitled to continuation coverage pursuant to section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), sections 601-608 of the Employee Retirement Income Security Act of 1974, as amended, and under any other applicable law, to the extent required by such laws, as if Executive had terminated employment with HCPI on the date such benefits coverage terminates. (iv) Executive shall be fully vested in Executive’s accrued benefits under any qualified or nonqualified pension, profit sharing, deferred compensation or supplemental plans maintained by HCPI for Executive’s benefit, except to the extent the acceleration of vesting of such benefits would violate any applicable law or require HCPI to accelerate the vesting of the accrued benefits of all participants in such plan or plans, in which case HCPI may elect to pay Executive a lump sum payment at the time that specified in Section 5(a)(vii) in an amount equal to the Corporation pays bonuses value of such unvested accrued benefits in lieu of accelerating the vesting of Executive’s benefits, plus HCPI shall pay Executive an amount equal to its executive the amount HCPI would have contributed to Executive’s account under HCPI’s 401(k) plan as a matching contribution had Executive remained employed by HCPI for three (3) years after Executive’s Date of Termination and had Executive made the maximum elected deferral contributions. (v) HCPI shall furnish Executive for six (6) years following the Date of Termination (without reference to whether the term of this Agreement continues in effect) with directors’ and officers’ liability insurance insuring Executive against insurable events which occur or have occurred while Executive was a director or officer of HCPI, such insurance to have policy limits aggregating not less than the amount in effect immediately prior to the Change in Control, and otherwise to be in substantially the same form and to contain substantially the same terms, conditions and exceptions as the liability issuance policies provided for officers for such period; and directors of HCPI in force from time to time, provided, however, that such Bonus Compensation terms, conditions and exceptions shall be payable only not be, in the aggregate, materially less favorable to Executive than those in effect on the Effective Date; and provided, further, that if Officer remained employed the aggregate annual premiums for such insurance at least half any time during such period exceed one hundred and fifty percent (150%) of the period for which the Bonus Compensation would have been payable, plus (d) any pro-rated portion per annum rate of equity compensation under the Incentive Plans that Officer would have earned for a given period in which the termination occurs (if he had remained employed for the entire period), based on the number of days in such period that had elapsed as of the termination date, payable in either stock or cash at the Corporation’s election and at the time that the Corporation pays such equity compensation awards to its executive officers premium currently paid by HCPI for such period; providedinsurance, however, then HCPI shall provide the maximum coverage that such equity compensation award shall will then be payable only if Officer remained employed for available at least half of the period for which the award would have been payable. Such severance compensation shall be paid in a lump sum promptly after the date an annual premium equal to one hundred and fifty percent (150%) of such termination, subject to the limitations of Section 4.4. The parties intend that, to the greatest extent possible, such severance compensation be treated as made pursuant to a “separation pay plan,” and not subject to the restrictions imposed by Section 4.4, as provided under Treas. Reg. § 1.409A-1(b)(9), and agree to pay such severance in separate installments if the amount of severance hereunder exceeds the limits thereof. To the extent permissible under the group health benefit plans of the Corporation (or its successor), 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 otherwiserate.

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) the greater of two times: (i) the average annual Bonus Compensation, if any, earned by Officer in the two years immediately preceding the date of termination and (ii) $705,154.00, plus (c) any pro-rated portion of the Bonus Compensation that Officer would have earned for a given period in which the termination occurs (if he had remained employed for the entire period), based on the number of days in such period that had elapsed as of the termination date, payable at the time that the Corporation pays bonuses to its executive officers for such period; provided, however, that such Bonus Compensation shall be payable only if Officer remained employed for at least half of the period for which the Bonus Compensation would have been payable, plus (d) any pro-rated portion of equity compensation under the Incentive Plans that Officer would have earned for a given period in which the termination occurs (if he had remained employed for the entire period), based on the number of days in such period that had elapsed as of the termination date, payable in either stock or cash at the Corporation’s election and at the time that the Corporation pays such equity compensation awards to its executive officers for such period; provided, however, that such equity compensation award shall be payable only if Officer remained employed for at least half of the period for which the award would have been payable. Such severance compensation shall be paid in a lump sum promptly after the date of such termination, subject to the limitations of Section 4.4. The parties intend that, to the greatest extent possible, such severance compensation be treated as made pursuant to a “separation pay plan,” and not subject to the restrictions imposed by Section 4.4, as provided under Treas. Reg. § 1.409A-1(b)(9), and agree to pay such severance in separate installments if the amount of severance hereunder exceeds the limits thereof. To the extent permissible under the group health benefit plans of the Corporation (or its successor), 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) , unless such termination occurs prior to December 30, 2016, in which case Base Salary shall be deemed to be $700,000), plus (b) three times the greater of two times: (i) the average annual Bonus Compensation, if any, earned by Officer in the two years immediately preceding the date of termination and or (ii) $705,154.001,120,000, plus (c) any pro-rated portion of the Bonus Compensation that Officer would have earned for a given period in which the termination occurs (if he had remained employed for the entire period), based on the number of days in such period that had elapsed as of the termination date, payable at the time that the Corporation pays bonuses to its executive officers for such period; provided, however, that such Bonus Compensation shall be payable only if Officer remained employed for at least half of the period for which the Bonus Compensation would have been payable, plus (d) any pro-rated portion of equity compensation under the Incentive Plans that Officer would have earned for a given period in which the termination occurs (if he had remained employed for the entire period), based on the number of days in such period that had elapsed as of the termination date, payable in either stock or cash at the Corporation’s election and at the time that the Corporation pays such equity compensation awards to its executive officers for such period; provided, however, that such equity compensation award shall be payable only if Officer remained employed for at least half of the period for which the award would have been payable. Such severance compensation shall be paid in a lump sum promptly after the date of such termination, subject to the limitations of Section 4.4. The parties intend that, to the greatest extent possible, such severance compensation be treated as made pursuant to a “separation pay plan,” and not subject to the restrictions imposed by Section 4.4, as provided under Treas. Reg. § 1.409A-1(b)(9), and agree to pay such severance in separate installments if the amount of severance hereunder exceeds the limits thereof. To the extent permissible under the group health benefit plans of the Corporation (or its successor), 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 Exhibit 10.4 times his annual Base Salary (at the rate payable at the time of such termination) plus (b) the greater of two times: (i) the average annual Bonus Compensation, if any, earned by Officer in with respect to the two full calendar years immediately preceding the date of termination and (ii) Officer’s target annual Bonus Compensation at the date of termination, currently $705,154.00810,000.00, plus (c) any pro-rated portion of the Bonus Compensation that Officer would have earned for a given period in which the termination occurs (if he had remained employed for the entire period), based on the number of days in such period that had elapsed as of the termination date, payable at the time that the Corporation pays bonuses to its executive officers for such period; provided, however, that such Bonus Compensation shall be payable only if Officer remained employed for at least half of the period for which the Bonus Compensation would have been payable, plus (d) any pro-rated portion of equity compensation under the Incentive Plans that Officer would have earned for a given period in which the termination occurs (if he had remained employed for the entire period), based on the number of days in such period that had elapsed as of the termination date, payable in either stock or cash at the Corporation’s election and at the time that the Corporation pays such equity compensation awards to its executive officers for such period; provided, however, that such equity compensation award shall be payable only if Officer remained employed for at least half of the period for which the award would have been payable. Such severance compensation shall be paid in a lump sum promptly after the date of such termination, subject to the limitations of Section 4.4. The parties intend that, to the greatest extent possible, such severance compensation be treated as made pursuant to a “separation pay plan,” and not subject to the restrictions imposed by Section 4.4, as provided under Treas. Reg. § 1.409A-1(b)(9), and agree to pay such severance in separate installments if the amount of severance hereunder exceeds the limits thereof. To the extent permissible under the group health benefit plans of the Corporation (or its successor), 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.