Common use of Termination After Change in Control Clause in Contracts

Termination After Change in Control. If, during the term of this Agreement there is a “Change in Control” and within two years thereafter there is a CC Termination (as hereafter defined), then the Executive will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Executive under paragraph 6.8 or under Company plans in which Executive is a participant) payable in a lump sum in cash in an amount equal to [EVP: three times/ SVP: two times] the sum of: (a) the Executive’s Base Salary in effect on the Termination Date (or, if greater, the highest Base Salary in effect during the three year period ending on the Termination Date), and (b) the Executive’s Average Annual Bonus (as hereafter defined), which shall be paid within 60 days following the CC Termination. The term “Average Annual Bonus” means (x) if the CC Termination occurs before the annual bonus is paid for the executive’s first year of employment, [Target %] of the Executive’s Base Salary as in effect on the Effective Date, or (y) otherwise, the average annual bonus paid pursuant to paragraph 4.2 for the preceding three years (or such lesser number of years as the Executive may have been employed). If the foregoing amount is not paid within 60 days after the CC Termination, the unpaid amount will bear interest at the per annum rate of twelve percent beginning on the 61st day after the CC Termination. However, if, on the date of the CC Termination, the Executive is a “specified employee” as defined in regulations under Section 409A of the Code and the severance payment is “nonqualified deferred compensation” that is subject to Section 409A, the payment will be made on the first payroll payment date that is more than six months following the date of the CC Termination. If a severance payment subject to Section 409A is not paid on the first payroll payment date that is more than six months following the date of the CC Termination, the unpaid amount will bear interest at the per annum rate of twelve percent beginning on the day after the first payroll payment date that is more than six months following the date of the CC Termination. The right to the termination compensation described above is subject to the Executive’s execution and nonrevocation of the Company’s Separation Agreement and General Release, substantially in the form attached to this Agreement, which will operate as a release of all legally waivable claims against the Company and its affiliates, employees and directors. Such payment is further conditioned upon the Executive’s compliance with all of the provisions of this Agreement, including all post-employment obligations.

Termination After Change in Control. If, during the term of this Agreement there is a “Change in Control” and within two years thereafter there is a CC Termination (as hereafter defined), then the Executive will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Executive under paragraph 6.8 or under Company plans in which Executive is a participant) payable in a lump sum in cash in an amount equal to [EVP: three times/ SVP: two times] times the sum of: (a) the Executive’s Base Salary in effect on the Termination Date (or, if greater, the highest Base Salary in effect during the three year period ending on the Termination Date), and (b) the Executive’s Average Annual Bonus average annual bonus compensation paid pursuant to paragraph 4.2 over the last three years (or such lesser number of years as hereafter definedExecutive may have been employed), which shall be paid within 60 days following the CC Termination. The term “Average Annual Bonus” means (x) if the CC Termination occurs before the annual bonus is paid for the executive’s first year of employment, [Target %] of the Executive’s Base Salary as in effect on the Effective Date, or (y) otherwise, the average annual bonus paid pursuant to paragraph 4.2 for the preceding three years (or such lesser number of years as the Executive may have been employed). If the foregoing amount is not paid within 60 days after the CC Termination, the unpaid amount will bear interest at the per annum rate of twelve percent beginning on the 61st day after the CC Termination. However, if, on the date of the CC Termination, the Executive is a “specified employee” as defined in regulations under Section 409A of the Code and the severance payment is “nonqualified deferred compensation” that is subject to Section 409A, the payment will be made on the first payroll payment date that is more than six months following the date of the CC Termination. If a severance payment subject to Section 409A is not paid on the first payroll payment date that is more than six months following the date of the CC Termination, the unpaid amount will bear interest at the per annum rate of twelve percent beginning on the day after the first payroll payment date that is more than six months following the date of the CC Termination. The right to the termination compensation described above is subject to the Executive’s execution and nonrevocation of the Company’s Separation Agreement and General Release, substantially in the form attached to this Agreement, which will operate as a release of all legally waivable claims against the Company and its affiliates, employees and directors. Such payment is further conditioned upon the Executive’s compliance with all of the provisions of this Agreement, including all post-employment obligations.

Termination After Change in Control. If, during the term of this Agreement there is a “Change in Control” and within two years thereafter there is a CC Termination (as hereafter defined), then the Executive will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Executive under paragraph 6.8 or under Company plans in which Executive is a participant) payable in a lump sum in cash in an amount equal to [EVP: three times/ SVP: two times] times the sum of: (a) the Executive’s Base Salary in effect on the Termination Date (or, if greater, the highest Base Salary in effect during the three year period ending on the Termination Date), and (b) the Executive’s Average Annual Bonus (as hereafter defined), which shall be paid within 60 days following the CC Termination. The term “Average Annual Bonus” means (x) if the CC Termination occurs before the annual bonus is paid for the executive’s first year of employment, [Target %] 90% of the Executive’s Base Salary as in effect on the Effective Date, or (y) otherwise, the average annual bonus paid pursuant to paragraph 4.2 for the preceding three years (or such lesser number of years as the Executive may have been employed). If the foregoing amount is not paid within 60 days after the CC Termination, the unpaid amount will bear interest at the per annum rate of twelve percent beginning on the 61st day after the CC Termination. However, if, on the date of the CC Termination, the Executive is a “specified employee” as defined in regulations under Section 409A of the Code and the severance payment is “nonqualified deferred compensation” that is subject to Section 409A, the payment will be made on the first payroll payment date that is more than six months following the date of the CC Termination. If a severance payment subject to Section 409A is not paid on the first payroll payment date that is more than six months following the date of the CC Termination, the unpaid amount will bear interest at the per annum rate of twelve percent beginning on the day after the first payroll payment date that is more than six months following the date of the CC Termination. The right to the termination compensation described above is subject to the Executive’s execution and nonrevocation of the Company’s Separation Agreement and General Release, substantially in the form attached to this Agreement, which will operate as a release of all legally waivable claims against the Company and its affiliates, employees and directors. Such payment is further conditioned upon the Executive’s compliance with all of the provisions of this Agreement, including all post-employment obligations.

Termination After Change in Control. If, during the term of this Agreement there is a “Change in Control” and within two years thereafter there is a CC Termination (as hereafter defined), then the Executive will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Executive under paragraph 6.8 or under Company plans in which Executive is a participant) payable in a lump sum in cash in an amount equal to [EVP: three times/ SVP: two times] times the sum of: (a) the Executive’s Base Salary in effect on the Termination Date (or, if greater, the highest Base Salary in effect during the three year period ending on the Termination Date), and (b) the Executive’s Average Annual Bonus (as hereafter defined), which shall be paid within 60 days following the CC Termination. The term “Average Annual Bonus” means (x) if the CC Termination occurs before the annual bonus is paid for the executive’s first 2014 fiscal year of employmentis paid, [Target %] 86% of the Executive’s Base Salary as in effect on the Effective Date, or (y) otherwise, the average annual bonus paid pursuant to paragraph 4.2 for the preceding three years (or such lesser number of years as the Executive may have been employed). If the foregoing amount is not paid within 60 days after the CC Termination, the unpaid amount will bear interest at the per annum rate of twelve percent beginning on the 61st day after the CC Termination. However, if, on the date of the CC Termination, the Executive is a “specified employee” as defined in regulations under Section 409A of the Code and the severance payment is “nonqualified deferred compensation” that is subject to Section 409A, the payment will be made on the first payroll payment date that is more than six months following the date of the CC Termination. If a severance payment subject to Section 409A is not paid on the first payroll payment date that is more than six months following the date of the CC Termination, the unpaid amount will bear interest at the per annum rate of twelve percent beginning on the day after the first payroll payment date that is more than six months following the date of the CC Termination. The right to the termination compensation described above is subject to the Executive’s execution and nonrevocation of the Company’s Separation Agreement and General Release, substantially in the form attached to this Agreement, which will operate as a release of all legally waivable claims against the Company and its affiliates, employees and directors. Such payment is further conditioned upon the Executive’s compliance with all of the provisions of this Agreement, including all post-employment obligations.

Termination After Change in Control. If, during the term of this Agreement there is a “Change in Control” and within two years thereafter there is a CC Termination (as hereafter defined), then the Executive will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Executive under paragraph 6.8 or under Company plans in which Executive is a participant) payable in a lump sum in cash in an amount equal to [EVP: three times/ SVP: two times] times the sum of: (a) the Executive’s Base Salary in effect on the Termination Date (or, if greater, the highest Base Salary in effect during the three year period ending on the Termination Date), and (b) the Executive’s Average Annual Bonus (as hereafter defined), which shall be paid within 60 days following the CC Termination. The term “Average Annual Bonus” means (x) if the CC Termination occurs before the annual bonus is paid for the executive’s first year of employment, [Target %] 110% of the Executive’s Base Salary as in effect on the Effective Date, or (y) otherwise, the average annual bonus paid pursuant to paragraph 4.2 for the preceding three years (or such lesser number of years as the Executive may have been employed). If the foregoing amount is not paid within 60 days after the CC Termination, the unpaid amount will bear interest at the per annum rate of twelve percent beginning on the 61st day after the CC Termination. However, if, on the date of the CC Termination, the Executive is a “specified employee” as defined in regulations under Section 409A of the Code and the severance payment is “nonqualified deferred compensation” that is subject to Section 409A, the payment will be made on the first payroll payment date that is more than six months following the date of the CC Termination. If a severance payment subject to Section 409A is not paid on the first payroll payment date that is more than six months following the date of the CC Termination, the unpaid amount will bear interest at the per annum rate of twelve percent beginning on the day after the first payroll payment date that is more than six months following the date of the CC Termination. The right to the termination compensation described above is subject to the Executive’s execution and nonrevocation of the Company’s Separation Agreement and General Release, substantially in the form attached to this Agreement, which will operate as a release of all legally waivable claims against the Company and its affiliates, employees and directors. Such payment is further conditioned upon the Executive’s compliance with all of the provisions of this Agreement, including all post-employment obligations.

Termination After Change in Control. If, during the term of this Agreement Agreement, there is a “Change in Control” and within two years thereafter there is a CC Termination (as hereafter defineddefined below), then the Executive will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Executive under paragraph 6.8 6.7 or under Company plans in which the Executive is a participant) payable in a lump sum in cash in an amount equal to [EVP: three times/ SVP: two times] the sum ofto: (a) three times the sum of the Executive’s Base Salary as in effect on the Termination Date (or, if greater, the highest Base Salary in effect during the three year period ending on the Termination Date), ) and the Average Bonus; plus (b) the Executive’s Average Annual Bonus (as hereafter defined), which any applicable Gross-Up Payment. Such amount shall be paid within 60 days following the CC Termination. The term “Average Annual Bonus” means (x) if the CC Termination occurs before the annual bonus is paid for the executive’s first year of employment, [Target %] of the Executive’s Base Salary as in effect on the Effective Date, or (y) otherwise, the average annual bonus paid pursuant to paragraph 4.2 for the preceding three years (or such lesser number of years as the Executive may have been employed). If the foregoing amount is not paid within 60 days after the CC Termination, the unpaid amount will bear interest at the per annum rate of twelve percent beginning on the 61st day after the CC Termination. However, if, on the date of the CC Termination, the Executive is a “specified employee” as defined in regulations under Section 409A of the Code and the severance payment is “nonqualified deferred compensation” that is subject to Section 409A, the payment will be made on the first payroll payment date that is more than six months following the date of the CC Termination. If a severance payment subject to Section 409A is not paid on the first payroll payment date that is more than six months following the date of the CC Termination, the unpaid amount will bear interest at the per annum rate of twelve percent beginning on the day after the first payroll payment date that is more than six months following the date of the CC Termination. The right to the termination compensation described above is subject to the Executive’s execution and nonrevocation of the Company’s Separation Agreement and General Release, substantially in the form attached to this Agreement, which will operate as a release of all legally waivable claims against the Company and its affiliates, employees and directors. Such payment is further conditioned upon the Executive’s compliance with all of the provisions of this Agreement, including all post-employment obligations.

Termination After Change in Control. If, during the term of this Agreement there is a “Change in Control” and within two years thereafter there is a CC Termination (as hereafter defined), then the Executive will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Executive under paragraph 6.8 or under Company plans in which Executive is a participant) payable in a lump sum in cash in an amount equal to [EVP: three times/ SVP: two times] times the sum of: (a) the Executive’s Base Salary in effect on the Termination Date (or, if greater, the highest Base Salary in effect during the three year period ending on the Termination Date), and (b) the Executive’s Average Annual Bonus average annual bonus compensation paid pursuant to paragraph 4.2 over the last three years (or such lesser number of years as hereafter definedExecutive may have been employed), which shall be paid within 60 days following the CC Termination. The term “Average Annual Bonus” means (x) if the CC Termination occurs before the annual bonus is paid for the executive’s first year of employment, [Target %] of the Executive’s Base Salary as in effect on the Effective Date, or (y) otherwise, the average annual bonus paid pursuant to paragraph 4.2 for the preceding three years (or such lesser number of years as the Executive may have been employed). If the foregoing amount is not paid within 60 days after the CC Termination, the unpaid amount will bear interest at the per annum rate of twelve percent beginning on the 61st day after the CC Termination. However, if, on the date of the CC Termination, the Executive is a “specified employee” as defined in regulations under Section 409A of the Code and the severance payment is “nonqualified deferred compensation” that is subject to Section 409A, the payment will be made on the first payroll payment date that is more than six months following the date of the CC Termination. If a severance payment subject to Section 409A is not paid on the first payroll payment date that is more than six months following the date of the CC Termination, the unpaid amount will bear interest at the per annum rate of twelve percent beginning on the day after the first payroll payment date that is more than six months following the date of the CC Termination. The right to the termination compensation described above is subject to the Executive’s execution and nonrevocation of the Company’s Separation Agreement and General Release, substantially in the form attached to this Agreement, which will operate as a release of all legally waivable claims against the Company and its affiliates, employees and directors. Such payment is further conditioned upon the Executive’s compliance with all of the provisions of this Agreement, including all post-employment obligations.

Termination After Change in Control. If, during the term of this Agreement there is a “Change in Control” and within two years thereafter there is a CC Termination (as hereafter defined), then the Executive will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Executive under paragraph 6.8 or under Company plans in which Executive is a participant) payable in a lump sum in cash in an amount equal to [EVP: three times/ SVP: two times] times the sum of: (a) the Executive’s Base Salary in effect on the Termination Date (or, if greater, the highest Base Salary in effect during the three year period ending on the Termination Date), and (b) the Executive’s Average Annual Bonus (as hereafter defined), which shall be paid within 60 days following the CC Termination. The term “Average Annual Bonus” means (x) if the CC Termination occurs before the annual bonus is paid for the executive’s first year of employment, [Target %] of the Executive’s Base Salary as in effect on the Effective Date, or (y) otherwise, the average annual bonus compensation paid pursuant to paragraph 4.2 for over the preceding last three years (or such lesser number of years as the Executive may have been employed), which shall be paid within 60 days following the CC Termination. If the foregoing amount is not paid within 60 days after the CC Termination, the unpaid amount will bear interest at the per annum rate of twelve percent beginning on the 61st day after the CC Termination. However, if, on the date of the CC Termination, the Executive is a “specified employee” as defined in regulations under Section 409A of the Code and the severance payment is “nonqualified deferred compensation” that is subject to Section 409A, the payment will be made on the first payroll payment date that is more than six months following the date of the CC Termination. If a severance payment subject to Section 409A is not paid on the first payroll payment date that is more than six months following the date of the CC Termination, the unpaid amount will bear interest at the per annum rate of twelve percent beginning on the day after the first payroll payment date that is more than six months following the date of the CC Termination. The right to the termination compensation described above is subject to the Executive’s execution and nonrevocation of the Company’s Separation Agreement and General Release, substantially in the form attached to this Agreement, which will operate as a release of all legally waivable claims against the Company and its affiliates, employees and directors. Such payment is further conditioned upon the Executive’s compliance with all of the provisions of this Agreement, including all post-employment obligations.