Common use of Severance with a Change in Control Clause in Contracts

Severance with a Change in Control. As a condition to the payment of the following severance benefits under this Section 6(a)(iii), within forty-five (45) calendar days of the occurrence of the Separation Date that is within the six (6) months immediately prior to, or twenty-four (24) months immediately following a Change in Control, Executive shall execute and deliver, and the applicable revocation period shall have expired with respect to, the “Release” in the form attached hereto as Exhibit A, in consideration for which the Company agrees to the following: (A) The Company shall pay Executive, upon the date that is forty-five (45) calendar days following the Separation Date, a lump-sum cash payment (minus applicable tax withholding) in an amount no less than three (3) times the sum of the following: (x) Executive’s annual Base Salary in effect as of the Separation Date, or if higher, Executive’s annual Base Salary in effect immediately prior to the Change in Control, and (y) Executive’s target Annual Bonus opportunity as set forth in Section 3(b)(i) of this Agreement; (B) The Company shall pay Executive, upon the date that is forty-five (45) calendar days following the Separation Date, a lump-sum cash payment (minus applicable tax withholding), in an amount at least equal to Executive’s then target Annual Bonus opportunity as established pursuant to Section 3(b)(i) of this Agreement, adjusted on a pro rata basis based on the number of days Executive was actually employed by the Company during the fiscal year to which such target bonus opportunity relates; (C) In the event that the Separation Date occurs under this Section 6(a)(iii) following the close of the fiscal year but prior to the payment of the bonus applicable for such year (if any), the Company shall pay Executive, upon the date that is forty-five (45) calendar days following the Separation Date, a lump-sum cash payment (minus applicable tax withholding), in an amount equal to the amount of such bonus (if any) that Executive would have received for such prior fiscal year, had Executive’s employment with the Company continued and he was employed through such date on which such bonus would be paid; (D) For the duration of the Benefits Continuation Period, the Company shall reimburse Executive for the portion of the monthly premium cost that would have been paid by the Company for the same level of health and dental coverage that Executive had in effect immediately prior to his termination if Executive were actively employed by the Company if Executive elects in the event Executive elects for himself and his dependents (as applicable) to participate in benefits continuation coverage for the Company’s health and dental plans under COBRA; provided, however, that if it is not commercially feasible to offer COBRA to Executive, the Board, in its discretion, may reimburse Executive for similar reasonable costs incurred by Executive in obtaining health and dental coverage for himself and his dependents (as applicable) during the Benefits Continuation Period; (E) The Company shall pay Executive the amounts described in Section 6(e); and (F) To the extent any Outstanding LTIP Awards include a vesting provision therein that is based on the applicable termination of employment occurring within a period of six (6) months prior to and twelve (12) months following a Change in Control, such period shall be deemed to be, and reformed hereunder as, six (6) months prior to and twenty-four (24) months following a Change in Control, it being understood that (x) such Outstanding LTIP Awards shall otherwise be administered in accordance with the terms of the plans or agreements under which such awards were created or maintained, and (y) nothing in this paragraph shall otherwise modify the applicable termination of employment definition set forth in such Outstanding LTIP Awards that shall apply thereunder for such vesting purposes.

Severance with a Change in Control. As a condition to the payment of the following severance benefits under this Section 6(a)(iii), within forty-five (45) calendar days of the occurrence Executive’s termination of the Separation Date that is employment without Cause or with Good Reason within the six (6) months immediately prior to, or twenty-four (24) months immediately following a Change in Control, the Executive shall execute and deliver, and the applicable revocation period shall have expired with respect to, the “Release” in the form attached hereto as Exhibit A, in consideration for which the Company agrees to the following: (A) The Company shall pay Executive, upon the date that is forty-five (45) calendar days following the Separation Dateafter termination of employment, a lump-sum cash payment (minus applicable tax withholding) in an amount no less than three (3) times the sum of the following: (x) Executive’s annual Base Salary in effect as of the Separation Date, or if higher, Executive’s annual Base Salary in effect immediately prior to the Change in Control, Effective Date and (y) Executive’s target Annual Bonus opportunity as set forth in Section 3(b)(i) of this Agreement;. (B) For eighteen (18) months from the date of termination (the “Change in Control Benefits Continuation Period”), the Company shall reimburse the Executive for his cost to participate in benefits continuation coverage for the Company’s medical plans under the Consolidated Omnibus Budget and Reconciliation Act of 1985, as amended (“COBRA”) provided however, that if it is not commercially feasible to offer Executive COBRA, the Board, in its discretion, may reimburse Executive for Executive’s reasonable costs in obtaining medical coverage for himself and his dependents during the Benefits Continuation Period. (C) The Company shall pay Executive, a lump-sum amount (minus applicable tax withholding), paid upon the date that is forty-five (45) calendar days following the Separation Dateafter termination of employment, a lump-sum cash payment (minus applicable tax withholding), in an amount at least equal to Executive’s then target Annual Bonus bonus opportunity as established pursuant to set forth in Section 3(b)(i) of this Agreement, adjusted on a pro rata basis based on the number of days Executive was actually employed by the Company during the fiscal calendar year to in which such target bonus opportunity relates;the termination of employment occurs. (CD) In the event that the Separation Date occurs Executive’s termination of employment under this Section 6(a)(iii) occurs following the close of the fiscal year but prior to the payment of the bonus applicable for such year (if any), the Company shall pay Executive, a lump-sum amount (minus applicable tax withholding), paid upon the date that is forty-five (45) calendar days following the Separation Dateafter termination of employment, a lump-sum cash payment (minus applicable tax withholding), in an amount equal to the amount of such bonus (if any) that Executive would have received for such prior fiscal year, had Executive’s employment with the Company continued and he was employed through such date on which such bonus the bonuses would be paid; (D) For the duration of the Benefits Continuation Period, the Company shall reimburse Executive for the portion of the monthly premium cost that would have been paid by the Company for the same level of health and dental coverage that Executive had in effect immediately prior to his termination if Executive were actively employed by the Company if Executive elects in the event Executive elects for himself and his dependents (as applicable) to participate in benefits continuation coverage for the Company’s health and dental plans under COBRA; provided, however, that if it is not commercially feasible to offer COBRA to Executive, the Board, in its discretion, may reimburse Executive for similar reasonable costs incurred by Executive in obtaining health and dental coverage for himself and his dependents (as applicable) during the Benefits Continuation Period;. (E) The Company shall pay Executive the amounts described in Section 6(e); and (F) To the extent any Outstanding LTIP Awards include a vesting provision therein that is based on the applicable termination of employment occurring within a period of six (6) months prior to and twelve (12) months following a Change in Control, such period shall be deemed to be, and reformed hereunder as, six (6) months prior to and twenty-four (24) months following a Change in Control, it being understood that (x) such Outstanding LTIP Awards shall otherwise be administered in accordance with the terms of the plans or agreements under which such awards were created or maintained, and (y) nothing in this paragraph shall otherwise modify the applicable termination of employment definition set forth in such Outstanding LTIP Awards that shall apply thereunder for such vesting purposes.

Severance with a Change in Control. As a condition to the payment of the following severance benefits under this Section 6(a)(iii), within forty-five (45) calendar days of the occurrence Executive’s termination of the Separation Date that is employment without Cause or with Good Reason within the six (6) months immediately prior to, or twenty-four twelve (2412) months immediately following a Change in Control, the Executive shall execute and deliver, and the applicable revocation period shall have expired with respect to, the “Release” in the form attached hereto as Exhibit A, in consideration for which the Company agrees to the following: (A) The Company shall pay Executive, upon the date that is forty-five (45) calendar days following the Separation Dateafter termination of employment, a lump-sum cash payment (minus applicable tax withholding) in an amount no less than three (3) times the sum of the following: (x) Executive’s annual Base Salary in effect as of the Separation Date, or if higher, Executive’s annual Base Salary in effect immediately prior to the Change in Control, Effective Date and (y) Executive’s target Annual Bonus opportunity as set forth in Section 3(b)(i) of this Agreement;. (B) For eighteen (18) months from the date of termination (the “Change in Control Benefits Continuation Period”), the Company shall reimburse the Executive for his cost to participate in benefits continuation coverage for the Company’s medical plans under the Consolidated Omnibus Budget and Reconciliation Act of 1985, as amended (“COBRA”) provided however, that if it is not commercially feasible to offer Executive COBRA, the Board, in its discretion, may reimburse Executive for Executive’s reasonable costs in obtaining medical coverage for himself and his dependents during the Benefits Continuation Period. (C) The Company shall pay Executive, a lump-sum amount (minus applicable tax withholding), paid upon the date that is forty-five (45) calendar days following the Separation Dateafter termination of employment, a lump-sum cash payment (minus applicable tax withholding), in an amount at least equal to Executive’s then target Annual Bonus bonus opportunity as established pursuant to set forth in Section 3(b)(i) of this Agreement, adjusted on a pro rata basis based on the number of days Executive was actually employed by the Company during the fiscal calendar year to in which such target bonus opportunity relates;the termination of employment occurs. (CD) In the event that the Separation Date occurs Executive's termination of employment under this Section 6(a)(iii) occurs following the close of the fiscal year but prior to the payment of the bonus applicable for such year (if any), the Company shall pay Executive, a lump-sum amount (minus applicable tax withholding), paid upon the date that is forty-five (45) calendar days following the Separation Dateafter termination of employment, a lump-sum cash payment (minus applicable tax withholding), in an amount equal to the amount of such bonus (if any) that Executive would have received for such prior fiscal year, had Executive’s 's employment with the Company continued and he was employed through such date on which such bonus the bonuses would be paid; (D) For the duration of the Benefits Continuation Period, the Company shall reimburse Executive for the portion of the monthly premium cost that would have been paid by the Company for the same level of health and dental coverage that Executive had in effect immediately prior to his termination if Executive were actively employed by the Company if Executive elects in the event Executive elects for himself and his dependents (as applicable) to participate in benefits continuation coverage for the Company’s health and dental plans under COBRA; provided, however, that if it is not commercially feasible to offer COBRA to Executive, the Board, in its discretion, may reimburse Executive for similar reasonable costs incurred by Executive in obtaining health and dental coverage for himself and his dependents (as applicable) during the Benefits Continuation Period;. (E) The Company shall pay Executive the amounts described in Section 6(e); and (F) To the extent any Outstanding LTIP Awards include a vesting provision therein that is based on the applicable termination of employment occurring within a period of six (6) months prior to and twelve (12) months following a Change in Control, such period shall be deemed to be, and reformed hereunder as, six (6) months prior to and twenty-four (24) months following a Change in Control, it being understood that (x) such Outstanding LTIP Awards shall otherwise be administered in accordance with the terms of the plans or agreements under which such awards were created or maintained, and (y) nothing in this paragraph shall otherwise modify the applicable termination of employment definition set forth in such Outstanding LTIP Awards that shall apply thereunder for such vesting purposes.