Common use of Special Severance Clause in Contracts

Special Severance. In the event of a termination pursuant to Subsection 7(a) of this Agreement, Special Severance shall consist of a total amount equal to 0.500 times the sum of Employee's most recent annual base salary and annual target incentive, payable in equal installments on the same pay schedule as in effect at the time of termination over a period of twelve (12) months from the date of termination. Employee shall also be entitled to the payment of premiums owed for COBRA insurance benefits and the continuation of the financial, tax and estate planning services (on the then-existing terms and conditions) through the period during which Employee is receiving Special Severance. In addition, the Company shall offer to provide, at Company expense, up to one (1) year of outplacement services through a professional outplacement firm of the Company's choosing. (i) Conditions on Receiving Special Severance. Notwithstanding anything else to the contrary, it is expressly understood that any obligation of the Company to pay Special Severance pursuant to this Agreement shall be subject to Employee's continued compliance with the terms and conditions of Sections 8 and 11; Employee's continued forbearance from directly, indirectly or in any other way, disparaging the Company, its officers or employees, vendors, customers, products or activities, or otherwise interfering with the Company's press, public and media relations; and Employee's execution, prior to receiving any Special Severance, of an effective release in the form attached hereto as Exhibit B within the time period set forth therein (but in no event later than sixty (60) days after the date of termination of employment). Additionally, none of the Special Severance benefits will be paid or otherwise delivered prior to the effective date of the release, so that amounts otherwise payable prior to the release effective date will accrue and be paid as soon as administratively practicable, except as required by Subsection 7(h) below. Employee agrees that payment of Special Severance pursuant to this subsection shall be in lieu of, and not in addition to, any other payment that Employee might otherwise be entitled to, including, but not limited to, payments under any state or federal Worker Adjustment and Retraining Notification Act, any similar statute, or as provided for under common law. (ii) Payment in lieu of COBRA. Notwithstanding anything else to the contrary, if the Company determines, in its sole discretion, that the Company cannot provide COBRA premium benefits under this Agreement without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall, in lieu thereof, pay Employee a taxable cash amount, which payment shall be made if Employee has elected health care continuation coverage (the "Health Care Benefit Payment"). If applicable, the Health Care Benefit Payment shall be paid in a single lump sum as soon as administratively practicable following the effective date of the release signed by Employee, but in no event later than seventy (70) days after the date of termination of employment or the Permanent Disability Date, as applicable. The Health Care Benefit Payment shall be equal to the amount that the Company would have otherwise paid for COBRA insurance premiums (at the level of healthcare benefits Employee and Employee's dependents are enrolled in as of the termination date) calculated based on the premium for the first month of coverage.

Special Severance. In If the event Employment Period ends early pursuant to paragraph 5 on account of a termination pursuant to Subsection 7(a) of this AgreementSpecial Termination, Special Severance the Company shall consist of a total pay Executive an amount equal to 0.500 times the product of (A) the sum of Employee's most recent annual base salary and annual target incentive, payable in equal installments on the same pay schedule as in effect his Base Salary at the time of such termination plus the Pro-Rata Bonus, multiplied by (B) 2, which amount shall be paid to Executive in equal installments over a the 12-month period of twelve (12) months from following Executive’s Special Termination, in accordance with the date of terminationCompany’s normal payroll practices. Employee shall also be entitled Further, if Executive and/or his eligible dependents elects continuation coverage under the Company’s medical plan pursuant to the payment of premiums owed for COBRA insurance benefits and the continuation of the financial, tax and estate planning services (on the then-existing terms and conditions) through the period during which Employee is receiving Special Severance. In additionCOBRA, the Company shall offer to provide, at Company expense, up to one reimburse Executive (1) year of outplacement services through a professional outplacement firm of provided such reimbursement does not result in any taxes or penalties for the Company's choosing. ) for the full amount of Executive’s COBRA premium payments for such coverage for Executive until the earlier of (i) Conditions on Receiving Executive’s eligibility for any such coverage under another employer’s or any other medical plan or (ii) the date that is eighteen (18) months following the Special SeveranceTermination. Notwithstanding anything else to the contrary, it It is expressly understood that the Company’s payment obligations under this subparagraph 6(b) shall cease in the event Executive breaches any obligation of the Company to pay Special Severance pursuant to agreements in paragraph 7 hereof. Each payment under this Agreement subparagraph 6(b) shall be subject to Employee's continued compliance with the terms considered a separate payment and conditions not one of Sections 8 and 11; Employee's continued forbearance from directly, indirectly or in any other way, disparaging the Company, its officers or employees, vendors, customers, products or activities, or otherwise interfering with the Company's press, public and media relations; and Employee's execution, prior to receiving any Special Severance, a series of an effective release in the form attached hereto as Exhibit B within the time period set forth therein (but in no event later than sixty (60) days after the date payments for purposes of termination of employment). Additionally, none Section 409A of the Internal Revenue Code of 1986, as amended. Any payment under this subparagraph 6(b) that is due during the 60-day period following Executive’s Qualifying Termination or Special Severance benefits will Termination, as applicable, shall not be paid or otherwise delivered prior to the effective date of the release, so that amounts otherwise payable prior to the release effective date will accrue and be paid as soon as administratively practicable, except as required by Subsection 7(h) below. Employee agrees that payment of Special Severance pursuant to this subsection shall be in lieu of, and not in addition to, any other payment that Employee might otherwise be entitled to, including, during such 60-day period but not limited to, payments under any state or federal Worker Adjustment and Retraining Notification Act, any similar statute, or as provided for under common law. (ii) Payment in lieu of COBRA. Notwithstanding anything else to the contrary, if the Company determines, in its sole discretion, that the Company cannot provide COBRA premium benefits under this Agreement without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall, in lieu thereof, pay Employee a taxable cash amount, which payment shall be made if Employee has elected health care continuation coverage (the "Health Care Benefit Payment"). If applicable, the Health Care Benefit Payment instead shall be paid to Executive in a single lump sum as soon as administratively practicable following on the effective first payroll date of after such 60-day period; provided that Executive executes and does not revoke the release signed by Employee, but in no event later than seventy (70) days after accordance with the date requirements of termination of employment or the Permanent Disability Date, as applicablesubparagraph 6(c). The Health Care Benefit Payment Executive shall not be equal required to mitigate the amount that of any payment provided for in this Agreement by seeking or accepting other employment, and the Company would have otherwise paid for COBRA insurance premiums (at the level amount of healthcare benefits Employee and Employee's dependents are enrolled in as of the termination date) calculated based on the premium for the first month of coveragesuch payments shall not offset or reduced by any amounts received by Executive from any other source.

Special Severance. In the event of a termination pursuant to Subsection 7(a) of this Agreement, Special Severance shall consist of a total amount equal to 0.500 times the sum of Employee's ’s most recent annual base salary and annual target incentive, payable in equal installments on the same pay schedule as in effect at the time of termination over a period of twelve (12) months from the date of termination. Employee shall also be entitled to the payment of premiums owed for COBRA and/or CalCOBRA insurance benefits and the continuation of the financial, tax and estate planning services (on the then-existing terms and conditions) through the period during which Employee is receiving Special Severance. In addition, the Company shall offer to provide, at Company expense, up to one (1) year of outplacement services through a professional outplacement firm of the Company's ’s choosing. (i) Conditions on Receiving Special Severance. Notwithstanding anything else to the contrary, it is expressly understood that any obligation of the Company to pay Special Severance pursuant to this Agreement shall be subject to Employee's ’s continued compliance with the terms and conditions of Sections 8 and 11; Employee's ’s continued forbearance from directly, indirectly or in any other way, disparaging the Company, its officers or employees, vendors, customers, products or activities, or otherwise interfering with the Company's ’s press, public and media relations; and Employee's ’s execution, prior to receiving any Special Severance, of an effective release in the form attached hereto as Exhibit B within the time period set forth therein (but in no event later than sixty (60) days after the date of termination of employment). Additionally, none of the Special Severance benefits will be paid or otherwise delivered prior to the effective date of the release, so that amounts otherwise payable prior to the release effective date will accrue and be paid as soon as administratively practicable, except as required by Subsection 7(h) below. Employee agrees that payment of Special Severance pursuant to this subsection shall be in lieu of, and not in addition to, any other payment that Employee might otherwise be entitled to, including, but not limited to, payments under any state or federal Worker Adjustment and Retraining Notification Act, any similar statute, or as provided for under common law.. 4 Xxxx Xxxxxxx (ii) Payment in lieu of COBRA. Notwithstanding anything else to the contrary, if the Company determines, in its sole discretion, that the Company cannot provide COBRA premium benefits under this Agreement without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall, in lieu thereof, pay Employee a taxable cash amount, which payment shall be made if Employee has elected health care continuation coverage (the "“Health Care Benefit Payment"”). If applicable, the Health Care Benefit Payment shall be paid in a single lump sum as soon as administratively practicable following the effective date of the release signed by Employee, but in no event later than seventy (70) days after the date of termination of employment or the Permanent Disability Date, as applicable. The Health Care Benefit Payment shall be equal to the amount that the Company would have otherwise paid for COBRA insurance premiums (at the level of healthcare benefits Employee and Employee's ’s dependents are enrolled in as of the termination date) calculated based on the premium for the first month of coverage.