Common use of Severance Payment Benefits Clause in Contracts

Severance Payment Benefits. (a) If Executive’s employment as an at-will employee of the Company shall be terminated either by the Company other than for Cause or by Executive for Good Reason, then in consideration of and subject to the delivery by Executive to the Company of a release that becomes irrevocable within 60 days of Executive’s Separation from Service, in form and substance reasonably satisfactory to the Company, of any claims that Executive might have against the Company, the Company shall pay Executive a severance benefit in an amount equal to the sum of (a) his then annual rate of base salary (but without regard to any reduction in Executive’s base salary that would serve as a basis for a termination of employment by Executive for Good Reason) and (b) the greater of (i) his annual bonus paid or payable relating to the Company’s most recently completed fiscal year, (ii) the average of his annual bonuses paid or payable relating to the Company’s three most recently completed fiscal years, or (iii) 30% of his then annual rate of base salary. Subject to Section 4 of this Agreement, such amount shall be paid, without interest, in 24 equal semi- monthly installments payable beginning on the first business day of the first month that is at least 60 days following Executive’s Separation from Service. (b) If Executive’s employment as an at-will employee of the Company shall be terminated “in connection with a Change in Control” either by the Company other than for Cause or by Executive for Good Reason, then in consideration of and subject to the delivery by Executive to the Company of a release that becomes irrevocable within 30 days of Executive’s Separation from Service, in form and substance reasonably satisfactory to the Company, of any claims that Executive might have against the Company, and in lieu of the provisions of Section 3(a) above, the Company shall pay Executive a severance benefit in an amount equal to 150% of the sum of (a) his then annual rate of base salary (but without regard to any reduction in Executive’s base salary that would serve as a basis for a termination of employment by Executive for Good Reason) and (b) the greater of (i) his annual bonus paid or payable relating to the Company’s most recently completed fiscal year, (ii) the average of his annual bonuses paid or payable relating to the Company’s three most recently completed fiscal years, or (iii) 50% of his then annual rate of base salary. Subject to Section 4 of this Agreement, such amount shall be paid, without interest, in 36 equal semi-monthly installments beginning on the first business day of the first month that is at least 30 days after Executive’s Separation from Service. For purposes of this Agreement, any termination “in connection with a Change in Control” shall mean any termination either by the Company other than for Cause or by Executive for Good Reason during the period beginning 90 days prior to and concluding 12 months following the consummation of a Change in Control; provided however, that if the termination occurs prior to a Change in Control, Executive shall only be entitled to receive benefits pursuant to this Section 3(b) if the Change in Control is consummated and the transaction constitutes a change in the ownership or effective control of the Company (or SNI) or a change in the ownership of a substantial portion of the assets of the Company (or of SNI), as described in Treasury Regulation Section 1.409A-3(i)(5). (c) Upon the occurrence of a Change in Control, unless otherwise provided in the applicable equity award agreement, all restricted stock, options to purchase shares of Class A Common Stock of SNI or other equity awards granted to Executive under SNI’s 1997 Equity Participation Plan or 2004 Incentive Plan, as either may be amended from time to time, shall become vested and exercisable as of the effective date of the Change in Control. (d) In the event Executive’s employment as an at-will employee of the Company shall be terminated pursuant to Section 3(a), Executive’s eligibility for Company-provided medical and dental insurance for Executive and his covered dependents will terminate on the last day of the month during which employment is terminated (the “COBRA Date”). To exercise Executive’s right to continue COBRA benefit coverage at Executive’s then-current level of election following the COBRA Date, Executive must notify the Company in writing by no later than 60 days following the COBRA Date. Subject to Section 4 of this Agreement, Executive will pay the portion of the monthly premiums due under the Company’s standard COBRA policies equal to the amount of the Executive’s monthly employee contribution for such benefits as of the COBRA Date, and Schiff will pay the balance through the end of the period of salary continuation pursuant to Section 3(a) or 3(b), as applicable. Executive will pay for the entire amount of the monthly premiums for coverage thereafter. The Company’s obligations under this paragraph will end when Executive’s eligibility for Company-provided long-term and short-term disability programs, term life insurance, 401(k) plan contributions, car allowance and other Company-provided benefits will terminate on the Executive’s last day of employment.

Severance Payment Benefits. (a) If Executive’s employment as an at-will employee of the Company shall be terminated either by the Company other than for Cause or by Executive for Good Reason, then in consideration of and subject to the delivery by Executive to the Company of a release that becomes irrevocable within 60 days of Executive’s Separation from Service, in form and substance reasonably satisfactory to the Company, of any claims that Executive might have against the Company, the Company shall pay Executive a severance benefit in an amount equal to the sum of (a) his then annual rate of base salary (but without regard to any reduction in Executive’s base salary that would serve as a basis for a termination of employment by Executive for Good Reason) and (b) the greater of (i) his annual bonus paid or payable relating to the Company’s most recently completed fiscal year, (ii) the average of his annual bonuses paid or payable relating to the Company’s three most recently completed fiscal years, or (iii) 30% of his then annual rate of base salary. Subject to Section 4 of this Agreement, such amount shall be paid, without interest, in 24 equal semi- semi-monthly installments payable beginning on the first business day of the first month that is at least 60 days following Executive’s Separation from Service. (b) If Executive’s employment as an at-will employee of the Company shall be terminated “in connection with a Change in Control” either by the Company other than for Cause or by Executive for Good Reason, then in consideration of and subject to the delivery by Executive to the Company of a release that becomes irrevocable within 30 days of Executive’s Separation from Service, in form and substance reasonably satisfactory to the Company, of any claims that Executive might have against the Company, and in lieu of the provisions of Section 3(a) above, the Company shall pay Executive a severance benefit in an amount equal to 150% of the sum of (a) his then annual rate of base salary (but without regard to any reduction in Executive’s base salary that would serve as a basis for a termination of employment by Executive for Good Reason) and (b) the greater of (i) his annual bonus paid or payable relating to the Company’s most recently completed fiscal year, (ii) the average of his annual bonuses paid or payable relating to the Company’s three most recently completed fiscal years, or (iii) 50% of his then annual rate of base salary. Subject to Section 4 of this Agreement, such amount shall be paid, without interest, in 36 equal semi-monthly installments beginning on the first business day of the first month that is at least 30 days after Executive’s Separation from Service. For purposes of this Agreement, any termination “in connection with a Change in Control” shall mean any termination either by the Company other than for Cause or by Executive for Good Reason during the period beginning 90 days prior to and concluding 12 months following the consummation of a Change in Control; provided however, that if the termination occurs prior to a Change in Control, Executive shall only be entitled to receive benefits pursuant to this Section 3(b) if the Change in Control is consummated and the transaction constitutes a change in the ownership or effective control of the Company (or SNI) or a change in the ownership of a substantial portion of the assets of the Company (or of SNI), as described in Treasury Regulation Section 1.409A-3(i)(5). (c) Upon the occurrence of a Change in Control, unless otherwise provided in the applicable equity award agreement, all restricted stock, options to purchase shares of Class A Common Stock of SNI or other equity awards granted to Executive under SNI’s 1997 Equity Participation Plan or 2004 Incentive Plan, as either may be amended from time to time, shall become vested and exercisable as of the effective date of the Change in Control. (d) In the event Executive’s employment as an at-will employee of the Company shall be terminated pursuant to Section 3(a), Executive’s eligibility for Company-provided medical and dental insurance for Executive and his covered dependents will terminate on the last day of the month during which employment is terminated (the “COBRA Date”). To exercise Executive’s right to continue COBRA benefit coverage at Executive’s then-current level of election following the COBRA Date, Executive must notify the Company in writing by no later than 60 days following the COBRA Date. Subject subject to Section 4 of this Agreement, Executive will pay and Executive’s covered dependents shall be entitled to continue to receive, at the expense of the Company (other than Executive’s continued payments of the current portion of such costs for Executive and his covered dependents), and participate in, for a period of 12 months from the monthly premiums due under the Company’s standard COBRA policies equal to the amount Termination Date, any life insurance, dental insurance, disability insurance, health insurance or hospital plans of the Company in effect at the time of termination (as such plans may be amended from time to time thereafter). In the event Executive’s monthly employment as an at-will employee contribution for such benefits as of the COBRA Date, and Schiff will pay the balance through the end of the period of salary continuation Company shall be terminated pursuant to Section 3(a) or 3(b), as applicable. subject to Section 4 of this Agreement, Executive will pay for shall be entitled to continue to receive, at the entire amount expense of the monthly premiums for coverage thereafter. The Company’s obligations under this paragraph will end when Company (other than Executive’s eligibility continued payments of his current portion of such costs), and participate in, for Company-provided long-term and short-term disability programsa period of 18 months from the Termination Date, term any life insurance, 401(k) plan contributionsdental insurance, car allowance and other Company-provided benefits will terminate on disability insurance, health insurance or hospital plans of the Company in effect at the time of termination (as such plans may be amended from time to time thereafter); provided, that, in the event of Executive’s last day termination of employment “in connection with a Change in Control” (as defined in Section 3), such benefits shall be substantially similar in the aggregate to (or greater than) the benefits provided to Executive and his covered dependents immediately prior to the Change in Control (or, if greater, the benefits provided to Executive and his covered dependents immediately prior to Executive’s termination of employment).

Severance Payment Benefits. (a) If Executive’s employment as an at-will employee of the Company shall be terminated either by the Company other than for Cause or by Executive for Good Reason, then in consideration of and subject to the delivery by Executive to the Company of a release that becomes irrevocable within 60 30 days of Executive’s Separation from Service, in form and substance reasonably satisfactory to the Company, of any claims that Executive might have against the Company, the Company shall pay Executive a severance benefit in an amount equal to the sum of (a) his then annual rate of base salary (but without regard to any reduction in Executive’s base salary that would serve as a basis for a termination of employment by Executive for Good Reason) and (b) the greater of (i) his annual bonus paid or payable relating to the Company’s most recently completed fiscal year, (ii) the average of his annual bonuses paid or payable relating to the Company’s three most recently completed fiscal years, or (iii) 30% of his then annual rate of base salary. Subject to Section 4 of this Agreement, such amount shall be paid, without interest, in 24 equal semi- semi-monthly installments payable beginning on the first business day of the first month that is at least 60 30 days following Executive’s Separation from Service. (b) If Executive’s employment as an at-will employee of the Company shall be terminated “in connection with a Change in Control” either by the Company other than for Cause or by Executive for Good Reason, then in consideration of and subject to the delivery by Executive to the Company of a release that becomes irrevocable within 30 days of Executive’s Separation from Service, in form and substance reasonably satisfactory to the Company, of any claims that Executive might have against the Company, and in lieu of the provisions of Section 3(a) above, the Company shall pay Executive a severance benefit in an amount equal to 150% of the sum of (a) his then annual rate of base salary (but without regard to any reduction in Executive’s base salary that would serve as a basis for a termination of employment by Executive for Good Reason) and (b) the greater of (i) his annual bonus paid or payable relating to the Company’s most recently completed fiscal year, (ii) the average of his annual bonuses paid or payable relating to the Company’s three most recently completed fiscal years, or (iii) 50% of his then annual rate of base salary. Subject to Section 4 of this Agreement, such amount shall be paid, without interest, in 36 equal semi-monthly installments beginning on the first business day of the first month that is at least 30 days after Executive’s Separation from Service. For purposes of this Agreement, any termination “in connection with a Change in Control” shall mean any termination either by the Company other than for Cause or by Executive for Good Reason during the period beginning 90 days prior to and concluding 12 months following the consummation of a Change in Control; provided however, that if the termination occurs prior to a Change in Control, Executive shall only be entitled to receive benefits pursuant to this Section 3(b) if the Change in Control is consummated and the transaction constitutes a change in the ownership or effective control of the Company (or SNI) or a change in the ownership of a substantial portion of the assets of the Company (or of SNI), as described in Treasury Regulation Section 1.409A-3(i)(5). (c) Upon the occurrence of a Change in Control, unless otherwise provided in the applicable equity award agreement, all restricted stock, options to purchase shares of Class A Common Stock of SNI or other equity awards granted to Executive under SNI’s 1997 Equity Participation Plan or 2004 Incentive Plan, as either may be amended from time to time, shall become vested and exercisable as of the effective date of the Change in Control. (d) In the event Executive’s employment as an at-will employee of the Company shall be terminated pursuant to Section 3(a), Executive’s eligibility for Company-provided medical and dental insurance for Executive and his covered dependents will terminate on the last day of the month during which employment is terminated (the “COBRA Date”). To exercise Executive’s right to continue COBRA benefit coverage at Executive’s then-current level of election following the COBRA Date, Executive must notify the Company in writing by no later than 60 days following the COBRA Date. Subject subject to Section 4 of this Agreement, Executive will pay and Executive’s covered dependents shall be entitled to continue to receive, at the expense of the Company (other than Executive’s continued payments of the current portion of such costs for Executive and his covered dependents), and participate in, for a period of 12 months from the monthly premiums due under Termination Date, any life insurance, dental insurance, disability insurance, health insurance or hospital plans of the CompanyCompany in effect at the time of termination (as such plans may be amended from time to time thereafter); provided, that, in the event of Executive’s standard COBRA policies equal termination of employment “in connection with a Change in Control” (as defined in Section 3), such benefits shall be substantially similar in the aggregate to (or greater than) the benefits provided to Executive and his covered dependents immediately prior to the amount Change in Control (or, if greater, the benefits provided to Executive and his covered dependents immediately prior to Executive’s termination of employment). In the event Executive’s employment as an at-will employee of the Executive’s monthly employee contribution for such benefits as of the COBRA Date, and Schiff will pay the balance through the end of the period of salary continuation Company shall be terminated pursuant to Section 3(a) or 3(b), as applicable. subject to Section 4 of this Agreement, Executive will pay for shall be entitled to continue to receive, at the entire amount expense of the monthly premiums for coverage thereafter. The Company’s obligations under this paragraph will end when Company (other than Executive’s eligibility continued payments of his current portion of such costs), and participate in, for Company-provided long-term and short-term disability programsa period of 18 months from the Termination Date, term any life insurance, 401(k) plan contributionsdental insurance, car allowance and other Company-provided benefits will terminate on disability insurance, health insurance or hospital plans of the Company in effect at the time of termination (as such plans may be amended from time to time thereafter); provided, that, in the event of Executive’s last day termination of employment “in connection with a Change in Control” (as defined in Section 3), such benefits shall be substantially similar in the aggregate to (or greater than) the benefits provided to Executive and his covered dependents immediately prior to the Change in Control (or, if greater, the benefits provided to Executive and his covered dependents immediately prior to Executive’s termination of employment).

Severance Payment Benefits. (a) If Executive’s employment as an at-will employee of the Company shall be terminated either by the Company other than for Cause or by the Executive for Good Reason, ,then in consideration of and subject to the delivery by Executive to the Company of a release that becomes irrevocable within 60 days of Executive’s Separation from Servicerelease, in form and substance reasonably satisfactory to the Company, of any claims that Executive might have against the Company, the Company shall pay the Executive a severance benefit in an amount equal to the sum of (a) his then annual rate of base salary (but without regard to any reduction in Executive’s base salary that would serve as a basis for a termination of employment by Executive for Good Reason) and (b) the greater of (i) his annual bonus paid or payable relating to the Company’s most recently completed fiscal year, (ii) the average of his annual bonuses paid or payable relating to the Company’s three most recently completed fiscal years, or (iii) 30% of his then annual rate of base salary. Subject to Section 4 of this Agreement, such amount shall be paid, without interest, in 24 equal semi- semi-monthly installments payable beginning on in accordance with the Company’s customary payroll practices, with the first business day of the first month that is at least 60 installment to be paid no later than 30 days following the later of (A) the Termination Date or (B) the date on which the release described above is executed by all parties thereto and ceases to be revocable by Executive’s Separation from Service; provided, however, that notwithstanding the foregoing, in no event shall any amounts owing to Executive pursuant to this Section 3(a) be paid to Executive later than the Severance Payment Deadline. (b) If Executive’s employment as an at-will employee of the Company shall be terminated “in connection with a Change in Control” either by the Company other than for Cause or by the Executive for Good Reason, then in consideration of and subject to the delivery by Executive to the Company of a release that becomes irrevocable within 30 days of Executive’s Separation from Servicerelease, in form and substance reasonably satisfactory to the Company, of any claims that Executive might have against the Company, Company and in lieu of the provisions of Section 3(a) above, the Company shall pay the Executive a severance benefit in an amount equal to 150% [150%/125%] of the sum of (a) his then annual rate of base salary (but without regard to any reduction in Executive’s base salary that would serve as a basis for a termination of employment by Executive for Good Reason) and (b) the greater of (i) his annual bonus paid or payable relating to the Company’s most recently completed fiscal year, (ii) the average of his annual bonuses paid or payable relating to the Company’s three most recently completed fiscal years, or (iii) 50% of his then annual rate of base salary. Subject to Section 4 of this Agreement, such amount shall be paid, without interest, in 36 [36/30] equal semi-monthly installments beginning on payable in accordance with the Company’s customary payroll practices, with the first business day of the first month that is at least installment to be paid no later than 30 days after following the later of (A) the Termination Date or (B) the date on which the release described above is executed by all parties thereto and ceases to be revocable by Executive’s Separation from Service; provided, however, that notwithstanding the foregoing, in no event shall any amounts owing to Executive pursuant to this Section 3(b) be paid to Executive later than the Severance Payment Deadline. For purposes of this Agreement, any termination “in connection with a Change in Control” shall mean any termination either by the Company other than for Cause or by the Executive for Good Reason during the period beginning 90 days prior to and concluding 12 months following 120 days subsequent to the consummation of a Change in Control; provided however, that if the termination occurs prior to a Change in Control, Executive shall only be entitled to receive benefits pursuant to this Section 3(b) if the Change in Control is consummated and the transaction constitutes a change in the ownership or effective control of the Company (or SNI) or a change in the ownership of a substantial portion of the assets of the Company (or of SNI), as described in Treasury Regulation Section 1.409A-3(i)(5). (c) Upon the occurrence of a Change in Control, unless otherwise provided in the applicable equity award agreement, all restricted stock, options to purchase shares of Class A Common Stock of SNI or other equity awards granted to Executive under SNI’s 1997 Equity Participation Plan or 2004 Incentive Plan, as either may be amended from time to time, shall become vested and exercisable as of the effective date of the Change in Control. (d) In the event Executive’s employment as an at-will employee of the Company shall be terminated pursuant to Section 3(a), Executive’s eligibility for Company-provided medical and dental insurance for Executive and his covered dependents will terminate on the last day of the month during which employment is terminated (the “COBRA Date”). To exercise Executive’s right to continue COBRA benefit coverage at Executive’s then-current level of election following the COBRA Date, Executive must notify the Company in writing by no later than 60 days following the COBRA Date. Subject subject to Section 4 of this Agreement, Executive will pay shall be entitled to continue to receive, at the expense of the Company (other than Executive’s continued payments of his current portion of such costs), and participate in, for a period of 12 months from the monthly premiums due under the Company’s standard COBRA policies equal to the amount Termination Date, any life insurance, disability insurance, health insurance or hospital plans or other benefit plans of the Company in effect at the time oftermination (as such plans may be amended from time to time thereafter); provided, however, that car allowances, if any, or Company matching of individual 401(k) plan contributions shall not be continued. In the event Executive’s monthly employment as an at-will employee contribution for such benefits as of the COBRA Date, and Schiff will pay the balance through the end of the period of salary continuation Company shall be terminated pursuant to Section 3(a) or 3(b), as applicable. subject to Section 4 of this Agreement, Executive will pay for shall be entitled to continue to receive, at the entire amount expense of the monthly premiums for coverage thereafter. The Company’s obligations under this paragraph will end when Company (other than Executive’s eligibility continued payments of his current portion of such costs), and participate in, for Company-provided long-term and short-term disability programsa period of [18/15] months from the Termination Date, term any life insurance, disability insurance, health insurance or hospital plans or other benefit plans of the Company in effect at the time of termination (as such plans may be amended from time to time thereafter); provided, however, that car allowances, if any, or Company matching of individual 401(k) plan contributionscontributions shall not be continued. Notwithstanding the foregoing, car allowance and other Company-provided any continued benefits will terminate or participation in the plans of the Company under this Section 3(d) shall cease on the Executive’s last day Severance Payment Deadline, to the extent such continued benefits or participation in plans of employment.the Company would constitute a nonqualified deferred compensation plan subject to Code Section 409A.