Common use of Severance For Certain Terminations During the Protected Employment Period Clause in Contracts

Severance For Certain Terminations During the Protected Employment Period. If (i) your employment with the Company is terminated during the Protected Employment Period and (ii) the termination is either by the Company without Cause or by you for Good Reason, then: (1) The Company will pay you (A) your annual base salary as pro-rated through the termination date, to the extent not already paid, (B) reimbursement (in accordance with the Company’s expense reimbursement policy) for reasonable and necessary business expenses incurred by you on behalf of the Company before the termination date, (C) your accrued and unused vacation pay (in accordance with the Company’s vacation policy) to the extent not already paid, and (D) bonuses and incentive compensation to which you are entitled under the terms of applicable bonus or incentive plans or awards maintained by the Company (together, your “Accrued Compensation”). In addition, the Company will pay or provide you, to the extent not already paid or provided, any amounts or benefits required to be paid or provided or which you are eligible to receive under any plan, program, policy or practice or other contract or agreement of the Group through the termination date (your “Accrued Other Benefits”). (2) The Company will pay severance of two times the sum of your Base Salary and Bonus Amount. For purposes of this Agreement, “Base Salary” means the greater of your annual base salary at the rate in effect immediately before a Change in Control and your annual base salary at the rate in effect as of your termination date, in each case, determined without regard to any deferred compensation elections made by you. For purposes of this Agreement, “Bonus Amount” means the greater of (A) the average annual cash bonus paid or payable to you by the Company for the three full fiscal year period ending immediately before the occurrence of a Change in Control, and (B) your target annual cash bonus for the fiscal year of termination (in each case determined without regard to any deferred compensation elections made by you).

Severance For Certain Terminations During the Protected Employment Period. If (i) your employment with the Company is terminated during the Protected Employment Period and (ii) the termination is either by the Company without Cause or by you for Good Reason, then: (1) The Company will pay you (A) your annual base salary as pro-rated through the termination date, to the extent not already paid, (B) reimbursement (in accordance with the Company’s expense reimbursement policy) for reasonable and necessary business expenses incurred by you on behalf of the Company before the termination date, (C) your accrued and unused vacation pay (in accordance with the Company’s vacation policy) to the extent not already paid, and (D) bonuses and incentive compensation to which you are entitled under the terms of applicable bonus or incentive plans or awards maintained by the Company (together, your “Accrued Compensation”). In addition, the Company will pay or provide you, to the extent not already paid or provided, any amounts or benefits required to be paid or provided or which you are eligible to receive under any plan, program, policy or practice or other contract or agreement of the Group through the termination date (your “Accrued Other Benefits”). (2) The Company will pay severance of two three times the sum of your Base Salary and Bonus Amount. For purposes of this Agreement, “Base Salary” means the greater of your annual base salary at the rate in effect immediately before a Change in Control and your annual base salary at the rate in effect as of your termination date, in each case, determined without regard to any deferred compensation elections made by you. For purposes of this Agreement, “Bonus Amount” means the greater of (A) the average annual cash bonus paid or payable to you by the Company for the three full fiscal year period ending immediately before the occurrence of a Change in Control, and (B) your target annual cash bonus for the fiscal year of termination (in each case determined without regard to any deferred compensation elections made by you).

Severance For Certain Terminations During the Protected Employment Period. If (i) your employment with the Company is terminated during the Protected Employment Period and (ii) the termination is either by the Company without Cause or by you for Good Reason, then: (1) The Company will pay you (A) your annual base salary as pro-rated through the termination date, to the extent not already paid, (B) reimbursement (in accordance with the Company’s 's expense reimbursement policy) for reasonable and necessary business expenses incurred by you on behalf of the Company before the termination date, (C) your accrued and unused vacation pay (in accordance with the Company’s 's vacation policy) to the extent not already paid, and (D) bonuses and incentive compensation to which you are entitled under the terms of applicable bonus or incentive plans or awards maintained by the Company (together, your “Accrued Compensation”). In addition, the Company will pay or provide you, to the extent not already paid or provided, any amounts or benefits required to be paid or provided or which you are eligible to receive under any plan, program, policy or practice or other contract or agreement of the Group through the termination date (your “Accrued Other Benefits”). (2) The Company will pay severance of two times the sum of your Base Salary and Bonus Amount. For purposes of this Agreement, “Base Salary” means the greater of your annual base salary at the rate in effect immediately before a Change in Control and your annual base salary at the rate in effect as of your termination date, in each case, determined without regard to any deferred compensation elections made by you. For purposes of this Agreement, “Bonus Amount” means the greater of (A) the average annual cash bonus paid or payable to you by the Company for the three full fiscal year period ending immediately before the occurrence of a Change in Control, and (B) your target annual cash bonus for the fiscal year of termination (in each case determined without regard to any deferred compensation elections made by you).

Severance For Certain Terminations During the Protected Employment Period. If (i) your employment with the Company is terminated during the Protected Employment Period and (ii) the termination is either by the Company without Cause or by you for Good Reason, then: (1) The Company will pay you (A) your annual base salary as pro-rated through the termination date, to the extent not already paid, (B) reimbursement (in accordance with the Company’s 's expense reimbursement policy) for reasonable and necessary business expenses incurred by you on behalf of the Company before the termination date, (C) your accrued and unused vacation pay (in accordance with the Company’s 's vacation policy) to the extent not already paid, and (D) bonuses and incentive compensation to which you are entitled under the terms of applicable bonus or incentive plans or awards maintained by the Company (together, your “Accrued Compensation”). In addition, the Company will pay or provide you, to the extent not already paid or provided, any amounts or benefits required to be paid or provided or which you are eligible to receive under any plan, program, policy or practice or other contract or agreement of the Group through the termination date (your “Accrued Other Benefits”). (2) The Company will pay severance of two three times the sum of your Base Salary and Bonus Amount. For purposes of this Agreement, “Base Salary” means the greater of your annual base salary at the rate in effect immediately before a Change in Control and your annual base salary at the rate in effect as of your termination date, in each case, determined without regard to any deferred compensation elections made by you. For purposes of this Agreement, “Bonus Amount” means the greater of (A) the average annual cash bonus paid or payable to you by the Company for the three full fiscal year period ending immediately before the occurrence of a Change in Control, and (B) your target annual cash bonus for the fiscal year of termination (in each case determined without regard to any deferred compensation elections made by you).of

Severance For Certain Terminations During the Protected Employment Period. If (i) your employment with the Company is terminated during the Protected Employment Period and (ii) the termination is either by the Company without Cause or by you for Good Reason, then: (1) The Company will pay you (A) your any annual base salary as pro-rated prorated through the termination date, to the extent not already paid, (B) reimbursement (in accordance with the Company’s expense reimbursement policy) for reasonable and necessary business expenses incurred by you on behalf of the Company before the termination date, (C) your accrued and unused vacation pay (in accordance with the Company’s vacation policy) to the extent not already paid, and (D) bonuses and incentive compensation to which you are entitled under the terms of applicable bonus or incentive plans or awards maintained by the Company (together, your “Accrued Compensation”). In addition, the Company will pay or provide you, to the extent not already paid or provided, any amounts or benefits required to be paid or provided or which you are eligible to receive under any plan, program, policy or practice or other contract or agreement of the Group through the termination date (your “Accrued Other Benefits”). (2) The Company will pay severance of two times the sum of your Base Salary and Bonus AmountAverage Annual Compensation. For purposes of this Agreement, “Base Salary” Average Annual Compensation means the greater average of your the annual base salary at the rate in effect immediately before a Change in Control and your annual base salary at the rate in effect as of your termination date, in each case, determined without regard to any deferred total cash compensation elections made by you. For purposes of this Agreement, “Bonus Amount” means the greater of (A) the average annual cash bonus paid or payable to you by the Company for the three full fiscal year period ending immediately before the occurrence of a Change in Control, and (B) your target annual cash bonus for the fiscal year of termination (in each case determined without regard to any deferred compensation elections made or deferred compensation payments received during such three year period. (3) In addition, for two years after termination of your employment, the Company will continue your medical and dental coverage (and coverage for your eligible dependents) at a level at least equal to the level that such benefits would have been provided to you in accordance with the Company’s employee benefit plans if your employment had not terminated; provided that the Company shall cease to provide such coverage if you obtain alternate employment and are eligible for substantially comparable group medical coverage with such employer. Notwithstanding the foregoing, for purposes of determining your eligibility for retiree medical benefits pursuant to any plan, program or arrangement maintained by youthe Company (but not for purposes of determining the time of commencement of any such benefits), you shall be deemed to have remained employed by the Company until two years alter your termination date. (4) The Company shall also provide you with reasonable outplacement services for the period through the last day of the second calendar year following the calendar year during which your termination of employment occurred.