Common use of Termination Arising Out of a Change of Control Clause in Contracts

Termination Arising Out of a Change of Control. If the Triggering Event was a Termination Arising Out of a Change of Control (defined below), then Employee shall be entitled to receive (i) Employee’s Annual Base Compensation and accrued but unpaid vacation through the date thereof; (ii) payment of a Employee’s Incentive Compensation Bonus, if any, pro rated to Employee’s date of termination; and (iii) the Change of Control Severance Benefit. Employee’s entitlement to the benefits provided in subsections 5.2(c)(ii) and (iii) is contingent on Employee signing a Separation Agreement and General Release provided by the Company within a reasonable period of time following the date the Separation Agreement and General Release is provided to Employee. “Change of Control Severance Benefit” means a lump-sum payment, less required tax withholding, equal to two times the Employee’s Annual Base Compensation at the time of termination, plus the average of the previous two Incentive Compensation payments. The Change of Control Severance Benefit shall be paid six (6) months from the date Employee’s employment with the Company terminated. Notwithstanding anything to the contrary contained in this Agreement, if and to the extent that any payments and rights provided under this Agreement would cause Employee to be subject to excise tax under Section 280G or Section 4999 of the Internal Revenue Code, or the corresponding section(s) of any future federal tax law, then the amount of the payments shall be reduced to the extent necessary to avoid imposition of any such excise tax. All determinations of the amount of the reduction shall be made by the Company’s tax counsel, and the cost of making such determination shall be paid by the Company.

Termination Arising Out of a Change of Control. If the Triggering Event was a Termination Arising Out of a Change of Control (defined below), then Employee shall be entitled to receive (i) Employee’s 's Annual Base Compensation and accrued but unpaid vacation through the date thereof; (ii) payment of a Employee’s 's Incentive Compensation Bonus, if any, pro rated to Employee’s 's date of terminationtermination (payable at the same time other members of the Senior Executive Team are paid their respective incentive compensation bonuses which shall be in no event later than March 15 following the close of the Company's fiscal year); and (iii) the Change of Control Severance Benefit. Employee’s 's entitlement to the benefits provided in subsections 5.2(c)(ii5.2(c) (ii) and (iii) is contingent on Employee signing a Separation Agreement and General Release provided by the Company within a reasonable period of time following the date the Separation Agreement and General Release is provided to Employee. “"Change of Control Severance Benefit” " means a lump-sum payment, less required tax withholding, equal to two one and one-half (1-1/2) times the Employee’s 's Annual Base Compensation at the time of termination, plus one (1) times the average of the previous two Incentive Compensation paymentsTarget at the time of termination. The Change of Control Severance Benefit shall be paid within thirty days from the date the executed Separation Agreement and General Release is received by the Company. Notwithstanding the foregoing to the contrary, ifthe Compensation Committee determines that the Employee is a Specified Employee then his Change of Control Severance Benefit due under this paragraph (c) shall be made no earlier than the six (6) months from month anniversary of the date Triggering Event or upon the death of the Employee’s employment with , if earlier, pursuant to Section 409A of the Company terminatedCode. Notwithstanding anything to the contrary contained in this Agreement, if and to the extent that any payments and rights provided under this Agreement would cause Employee to be subject to excise tax under Section 280G or Section 4999 of the Internal Revenue Code, or if the corresponding section(s) of any future federal tax law, then the amount of the payments shall be reduced to the extent necessary to avoid imposition of any such excise tax. All determinations of the amount of the reduction shall be made by the Company’s tax counsel, and the cost of making such determination shall be paid by the Company.

Termination Arising Out of a Change of Control. If the Triggering Event was a Termination Arising Out of a Change of Control (defined below), then Employee Executive shall be entitled to receive (i) Employee’s Executive's Annual Base Compensation and accrued but unpaid vacation through the date thereof; (ii) payment of a Employee’s Executive's Incentive Compensation Bonus, if any, pro rated to Employee’s 's date of terminationtermination (payable at the same time other members of the Senior Executive Team are paid their respective incentive compensation bonuses which shall be in no event later than March 15 following the close of the Company's fiscal year); and (iii) the Change of Control Severance Benefit. Employee’s Executive's entitlement to the benefits provided in subsections 5.2(c)(ii5.2(c) (ii) and (iii) is contingent on Employee Executive signing a Separation Agreement and General Release provided by the Company within a reasonable period of time following the date the Separation Agreement and General Release is provided to EmployeeExecutive. “Change of Control Severance Benefit” means a lump-sum payment, less required tax withholding, equal to two one and one-half times the Employee’s Executive's Annual Base Compensation at the time of termination, plus one (1) times the average targeted amount of the previous two Executive's Incentive Compensation paymentsat the time of termination. The Change of Control Severance Benefit shall be paid within thirty days from the date the executed Separation Agreement and General Release is received by the Company. Notwithstanding the foregoing to the contrary, if the Compensation Committee determines that the Executive is a Specified Employee then his Change of Control Severance Benefit due under this paragraph (c) shall be made no earlier than the six (6) months from month anniversary of the date Employee’s employment with Triggering Event or upon the Company terminateddeath of the Executive, if earlier, pursuant to Section 409A of the Code. Notwithstanding anything to the contrary contained in this Agreement, if and to the extent that any payments and rights provided under this Agreement would cause Employee Executive to be subject to excise tax under Section 280G or Section 4999 of the Internal Revenue Code, or the corresponding section(s) of any future federal tax law, then the amount of the payments shall be reduced to the extent necessary to avoid imposition of any such excise tax. All determinations of the amount of the reduction shall be made by the Company’s 's tax counsel, and the cost of making such determination shall be paid by the Company.”

Termination Arising Out of a Change of Control. If the Triggering Event was a Termination Arising Out of a Change of Control (defined below), then Employee Executive shall be entitled to receive (i) Employee’s Executive's Annual Base Compensation and accrued but unpaid vacation through the date thereof; (ii) payment of a Employee’s Executive's Incentive Compensation Bonus, if any, pro rated to Employee’s Executive's date of termination; and (iii) the Change of Control Severance Benefit. Employee’s Executive's entitlement to the benefits provided in subsections 5.2(c)(ii) and (iii) is contingent on Employee Executive signing a Separation Agreement and General Release provided by the Company within a reasonable period of time following the date the Separation Agreement and General Release is provided to EmployeeExecutive. “Change of Control Severance Benefit” means a lump-sum payment, less required tax withholding, equal to two one and one-half times the Employee’s Executive's Annual Base Compensation at the time of termination, plus the average of the previous two Incentive Compensation payments. The Change of Control Severance Benefit shall be paid six (6) months from the date Employee’s Executive's employment with the Company terminated. Notwithstanding anything to the contrary contained in this Agreement, if and to the extent that any payments and rights provided under this Agreement would cause Employee Executive to be subject to excise tax under Section 280G or Section 4999 of the Internal Revenue Code, or the corresponding section(s) of any future federal tax law, then the amount of the payments shall be reduced to the extent necessary to avoid imposition of any such excise tax. All determinations of the amount of the reduction shall be made by the Company’s 's tax counsel, and the cost of making such determination shall be paid by the Company.

Termination Arising Out of a Change of Control. If the Triggering Event was a Termination Arising Out of a Change of Control (defined below)Control, then Employee Executive shall be entitled to receive (i) EmployeeExecutive’s Annual Base Compensation and accrued but unpaid vacation through the date thereof; (ii) payment of a EmployeeExecutive’s Target Incentive Compensation BonusBonus for the year in which the termination occurred, if any, pro rated to EmployeeExecutive’s date of terminationtermination (payable at the same time other members of the Senior Executive Team are paid their respective incentive compensation bonuses which shall be in no event later than March 15 following the close of the Company’s fiscal year); and (iii) the Change of Control Severance Benefit. EmployeeExecutive’s entitlement to the benefits provided in subsections 5.2(c)(ii5.2(d) (ii) and (iii) is contingent on Employee Executive signing a Separation Agreement and General Release provided by the Company within a reasonable period of time following the date the Separation Agreement and General Release is provided to Employee. “Change of Control Severance Benefit” means a lump-sum payment, less required tax withholding, equal to two times the Employee’s Annual Base Compensation at the time of termination, plus the average of the previous two Incentive Compensation paymentsExecutive. The Change of Control Severance Benefit shall be paid within thirty (30) days from the date the executed Separation Agreement and General Release is received by the Company. Notwithstanding the foregoing to the contrary, if the Compensation Committee determines that the Executive is a Specified Employee then his Change of Control Severance Benefit due under this paragraph (d) shall be made no earlier than the six (6) month anniversary of the Triggering Event or upon the death of the Executive, if earlier, pursuant to Section 409A of the Code. 4. Subsection 5.4(h) of the Agreement shall be amended to read as follows: “ ‘Total Disability’ means the Executive (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) is by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months from under an accident and health plan which covers the date Employee’s employment with the Company terminatedExecutive. Notwithstanding anything Subject to the contrary contained in this Agreementprovisions of Section 409A and the Treasury regulations issued thereunder, if and to any determination of whether the extent that any payments and rights provided under this Agreement would cause Employee to be subject to excise tax under Section 280G or Section 4999 Executive satisfies the definition of the Internal Revenue Code, or the corresponding section(s) of any future federal tax law, then the amount of the payments shall be reduced to the extent necessary to avoid imposition of any such excise tax. All determinations of the amount of the reduction ‘Total Disability’ shall be made by the Company’s tax counselCompensation Committee, and based upon medical evidence from a physician selected by the cost Compensation Committee. Any determination of making such whether the Executive satisfies the definition of ‘Total Disability’ for purposes of this Agreement shall not be construed as a determination for any other purpose. 5. Subsection 6.10(a) of the Agreement shall be paid amended by deleting the following sentence: “In particular, to the extent Executive becomes entitled to receive a payment or a benefit upon an event that does not constitute a permitted distribution event under Code section 409A(a)(2), then notwithstanding anything to the contrary in this Agreement, such payment or benefit will be made or provided to Executive on the earlier of (i) the date which is 6 months after the effective date of Executive’s separation from service with Company, or (ii) the date of Executive’s death.” 6. Subsection 6.10(c) of the Agreement shall be amended by adding the full sentence at the end of such paragraph: “Notwithstanding anything in this subsection to the contrary, the Gross-Up Payment shall be made by the CompanyCompany no later than the end of the Executive’s taxable year that immediately follows the taxable year in which such Executive remits his Excise Tax.”

Termination Arising Out of a Change of Control. If the Triggering Event was a Termination Arising Out of a Change of Control (defined below), then Employee shall be entitled to receive (i) Employee’s Annual Base Compensation and accrued but unpaid vacation through the date thereof; (ii) payment of a Employee’s Incentive Compensation Bonus, if any, pro rated to Employee’s date of terminationtermination (payable at the same time other members of the Senior Executive Team are paid their respective incentive compensation bonuses which shall be in no event later than March 15 following the close of the Company’s fiscal year); and (iii) the Change of Control Severance Benefit. Employee’s entitlement to the benefits provided in subsections 5.2(c)(ii) and (iii) is contingent on Employee signing a Separation Agreement and General Release provided by the Company within a reasonable period of time following the date the Separation Agreement and General Release is provided to Employee. “Change of Control Severance Benefit” means a lump-sum payment, less required tax withholding, equal to two times the Employee’s Annual Base Compensation at the time of termination, plus the average of the previous two one (1) times Employee’s Incentive Compensation paymentsTarget at the time of Employee’s termination. The Change of Control Severance Benefit shall be paid within thirty (30) days from the date the Separation and Release Agreement, executed by Employee, is received by the Company. Notwithstanding the foregoing to the contrary, if the Compensation Committee determines that the Employee is a Specified Employee then his Change of Control Severance Benefit due under this paragraph (c) shall be made no earlier than the six (6) months from month anniversary of the date Triggering Event or upon the death of the Employee’s employment with , if earlier, pursuant to Section 409A of the Company terminatedCode. Notwithstanding anything to the contrary contained in this Agreement, if and to the extent that any payments and rights provided under this Agreement would cause Employee to be subject to excise tax under Section 280G or Section 4999 of the Internal Revenue Code, or the corresponding section(s) of any future federal tax law, then the amount of the payments shall be reduced to the extent necessary to avoid imposition of any such excise tax. All determinations of the amount of the reduction shall be made by the Company’s tax counsel, and the cost of making such determination shall be paid by the Company.

Termination Arising Out of a Change of Control. If the Triggering Event was a Termination Arising Out of a Change of Control (defined below), then Employee shall be entitled to receive (i) Employee’s Annual Base Compensation and accrued but unpaid vacation through the date thereof; (ii) payment of a Employee’s Incentive Compensation Bonus, if any, pro rated to Employee’s date of terminationtermination (payable at the same time other members of the Senior Executive Team are paid their respective incentive compensation bonuses which shall be in no event later than March 15 following the close of the Company’s fiscal year); and (iii) the Change of Control Severance Benefit. Employee’s entitlement to the benefits provided in subsections 5.2(c)(ii) and (iii) is contingent on Employee signing a Separation Agreement and General Release provided by the Company within a reasonable period of time following the date the Separation Agreement and General Release is provided to Employee. “Change of Control Severance Benefit” means a lump-sum payment, less required tax withholding, equal to two times the Employee’s Annual Base Compensation at the time of termination, plus the average of the previous two one (1) times Emplolyee’s Incentive Compensation paymentsTarget at the time of Employee’s termination. The Change of Control Severance Benefit shall be paid within thirty (30) days from the date the Sepearation and Release Agreement, executed by Employee, is received by the Company. Notwithstanding the foregoing to the contrary, if the Compensation Committee determines that the Employee is a Specified Employee then his Change of Control Severance Benefit due under this paragraph (c) shall be made no earlier than the six (6) months from month anniversary of the date Triggering Event or upon the death of the Employee’s employment with , if earlier, pursuant to Section 409A of the Company terminatedCode. Notwithstanding anything to the contrary contained in this Agreement, if and to the extent that any payments and rights provided under this Agreement would cause Employee to be subject to excise tax under Section 280G or Section 4999 of the Internal Revenue Code, or the corresponding section(s) of any future federal tax law, then the amount of the payments shall be reduced to the extent necessary to avoid imposition of any such excise tax. All determinations of the amount of the reduction shall be made by the Company’s tax counsel, and the cost of making such determination shall be paid by the Company.

Termination Arising Out of a Change of Control. If the Triggering Event was a Termination Arising Out of a Change of Control (defined below), then Employee Executive shall be entitled to receive (i) EmployeeExecutive’s Annual Base Compensation and accrued but unpaid vacation through the date thereof; (ii) payment of a EmployeeExecutive’s Incentive Compensation Bonus, if any, pro rated to EmployeeExecutive’s date of termination; and (iii) the Change of Control Severance Benefit. EmployeeExecutive’s entitlement to the benefits provided in subsections 5.2(c)(ii) and (iii) is contingent on Employee Executive signing a Separation Agreement and General Release provided by the Company within a reasonable period of time following the date the Separation Agreement and General Release is provided to EmployeeExecutive. “Change of Control Severance Benefit” means a lump-sum payment, less required tax withholding, equal to two one and one-half times the EmployeeExecutive’s Annual Base Compensation at the time of termination, plus the average of the previous two Incentive Compensation paymentsdays from the date the executed Separation Agreement and General Release is received by the Company. The Change of Control Severance Benefit shall may be paid suspended during the first six (6) months from the date Employee’s employment with end of the Company terminatedEmployment Period only to the extent that it exceeds permissible payment thresholds under section 409 A of the Code. Notwithstanding anything to the contrary contained in this Agreement, if and to the extent that any payments and rights provided under this Agreement would cause Employee Executive to be subject to excise tax under Section 280G or Section 4999 of the Internal Revenue Code, or if the corresponding section(s) of any future federal tax law, then the amount of the payments shall be reduced to the extent necessary to avoid imposition of any such excise tax. All determinations of the amount of the reduction shall be made by the Company’s tax counsel, and the cost of making such determination shall be paid by the Company.

Termination Arising Out of a Change of Control. If the Triggering Event was a Termination Arising Out of a Change of Control (defined below)Control, then Employee Executive shall be entitled to receive (i) EmployeeExecutive’s Annual Base Compensation and accrued but unpaid vacation through the date thereof; (ii) payment of a EmployeeExecutive’s Target Incentive Compensation BonusBonus for the year in which the termination occurred, if any, pro pro-rated to EmployeeExecutive’s date of terminationtermination (payable at the same time other members of the Senior Executive Team are paid their respective incentive compensation bonuses which shall be in no event later than March 15 following the close of the Company’s fiscal year); and (iii) the Change of Control Severance Benefit. Employee’s entitlement to the benefits provided in subsections 5.2(c)(ii) and (iii) is contingent on Employee signing a Separation Agreement and General Release provided by the Company within a reasonable period of time following the date the Separation Agreement and General Release is provided to Employee. “Change of Control Severance Benefit” means a lump-sum payment, less required tax withholding, equal to two times the Employee’s Annual Base Compensation at the time of termination, plus the average of the previous two Incentive Compensation payments. The Change of Control Severance Benefit shall be paid within 60 days after the date of Executive’s separation from service, and Executive shall receive the benefits provided in subsections 5.2(d)(ii) and (iii) only if Executive executes and does not revoke a Separation Agreement and General Release substantially in the form attached hereto as Exhibit A within 30 days after the date of Executive’s separation from service. Notwithstanding the foregoing to the contrary, if the Compensation Committee determines that the Executive is a Specified Employee then his Change of Control Severance Benefit due under this paragraph (d) shall be made no earlier than the six (6) months month anniversary of the Triggering Event or upon the death of the Executive, if earlier, pursuant to section 409A of the Code with regard to that portion of the Severance Benefit that constitutes deferred compensation under section 409A of the Code and does not satisfy the involuntary separation from the date Employee’s employment with the Company terminated. Notwithstanding anything service exception to Treasury regulation §1.409A-1(b)(9)(iii) or any other exception from treatment as deferred compensation subject to the contrary contained in this Agreement, if and to the extent that any payments and rights provided under this Agreement would cause Employee to be subject to excise tax under Section 280G or Section 4999 six-month payment delay provisions of section 409A(a)(2)(B)(i) of the Internal Revenue Code, or the corresponding section(s) of any future federal tax law, then the amount of the payments shall be reduced to the extent necessary to avoid imposition of any such excise tax. All determinations of the amount of the reduction shall be made by the Company’s tax counsel, and the cost of making such determination shall be paid by the Company.

Termination Arising Out of a Change of Control. If the Triggering Event was a Termination Arising Out of a Change of Control (defined below), then Employee shall be entitled to receive (i) Employee’s Annual Base Compensation and accrued but unpaid vacation through the date thereof; (ii) payment of a Employee’s Incentive Compensation Bonus, if any, pro rated to Employee’s date of terminationtermination (payable at the same time other members of the Senior Executive Team are paid their respective incentive compensation bonuses which shall be in no event later than March 15 following the close of the Company’s fiscal year); and (iii) the Change of Control Severance Benefit. Employee’s entitlement to the benefits provided in subsections 5.2(c)(ii5.2(c) (ii) and (iii) is contingent on Employee signing a Separation Agreement and General Release provided by the Company within a reasonable period of time following the date the Separation Agreement and General Release is provided to Employee. “Change of Control Severance Benefit” means a lump-sum payment, less required tax withholding, equal to two (2) times the Employee’s Annual Base Compensation at the time of termination, plus one (1) times the average of the previous two Incentive Compensation paymentsTarget at the time of termination. The Change of Control Severance Benefit shall be paid within thirty days from the date the executed Separation Agreement and General Release is received by the Company. Notwithstanding the foregoing to the contrary, if the Compensation Committee determines that the Employee is a Specified Employee then his Change of Control Severance Benefit due under this paragraph (c) shall be made no earlier than the six (6) months from month anniversary of the date Triggering Event or upon the death of the Employee’s employment with , if earlier, pursuant to Section 409A of the Company terminatedCode. Notwithstanding anything to the contrary contained in this Agreement, if and to the extent that any payments and rights provided under this Agreement would cause Employee to be subject to excise tax under Section 280G or Section 4999 of the Internal Revenue Code, or if the corresponding section(s) of any future federal tax law, then the amount of the payments shall be reduced to the extent necessary to avoid imposition of any such excise tax. All determinations of the amount of the reduction shall be made by the Company’s tax counsel, and the cost of making such determination shall be paid by the Company.

Termination Arising Out of a Change of Control. If the Triggering Event was a Termination Arising Out of a Change of Control (defined below)Control, then Employee Executive shall be entitled to receive (i) EmployeeExecutive’s Annual Base Compensation and accrued but unpaid vacation through the date thereof; (ii) payment of a EmployeeExecutive’s Target Incentive Compensation BonusBonus for the year in which the termination occurred, if any, pro rated to EmployeeExecutive’s date of terminationtermination (payable at the same time other members of the Senior Executive Team are paid their respective incentive compensation bonuses which shall be in no event later than March 15 following the close of the Company’s fiscal year); and (iii) the Change of Control Severance Benefit. EmployeeExecutive’s entitlement to the benefits provided in subsections 5.2(c)(ii5.2(d) (ii) and (iii) is contingent on Employee Executive signing a Separation Agreement and General Release provided by the Company within a reasonable period of time following the date the Separation Agreement and General Release is provided to Employee. “Change of Control Severance Benefit” means a lump-sum payment, less required tax withholding, equal to two times the Employee’s Annual Base Compensation at the time of termination, plus the average of the previous two Incentive Compensation paymentsExecutive. The Change of Control Severance Benefit shall be paid within thirty (30) days from the date the executed Separation Agreement and General Release is received by the Company. Notwithstanding the foregoing to the contrary, if the Compensation Committee determines that the Executive is a Specified Employee then his Change of Control Severance Benefit due under this paragraph (d) shall be made no earlier than the six (6) month anniversary of the Triggering Event or upon the death of the Executive, if earlier, pursuant to Section 409A of the Code. 4. Subsection 5.4(g) of the Agreement shall be amended to read as follows: “ ‘Total Disability’ means the Executive (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) is by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months from under an accident and health plan which covers the date Employee’s employment with the Company terminatedExecutive. Notwithstanding anything Subject to the contrary contained in this Agreementprovisions of Section 409A and the Treasury regulations issued thereunder, if and to any determination of whether the extent that any payments and rights provided under this Agreement would cause Employee to be subject to excise tax under Section 280G or Section 4999 Executive satisfies the definition of the Internal Revenue Code, or the corresponding section(s) of any future federal tax law, then the amount of the payments shall be reduced to the extent necessary to avoid imposition of any such excise tax. All determinations of the amount of the reduction ‘Total Disability’ shall be made by the Company’s tax counselCompensation Committee, and based upon medical evidence from a physician selected by the cost Compensation Committee. Any determination of making such whether the Executive satisfies the definition of ‘Total Disability’ for purposes of this Agreement shall not be construed as a determination for any other purpose. 5. Subsection 6.10(a) of the Agreement shall be paid amended by deleting the following sentence: “In particular, to the extent Executive becomes entitled to receive a payment or a benefit upon an event that does not constitute a permitted distribution event under Code section 409A(a)(2), then notwithstanding anything to the contrary in this Agreement, such payment or benefit will be made or provided to Executive on the earlier of (i) the date which is 6 months after the effective date of Executive’s separation from service with Company, or (ii) the date of Executive’s death.” 6. Subsection 6.10(c) of the Agreement shall be amended by adding the full sentence at the end of such paragraph: “Notwithstanding anything in this subsection to the contrary, the Gross-Up Payment shall be made by the CompanyCompany no later than the end of the Executive’s taxable year that immediately follows the taxable year in which such Executive remits his Excise Tax.”

Termination Arising Out of a Change of Control. If the Triggering Event was a Termination Arising Out of a Change of Control (defined below), then Employee shall be entitled to receive (i) Employee’s Annual Base Compensation and accrued but unpaid vacation through the date thereof; (ii) payment of a Employee’s Incentive Compensation Bonus, if any, pro rated to Employee’s date of terminationtermination (payable at the same time other members of the Senior Executive Team are paid their respective incentive compensation bonuses which shall be in no event later than March 15 following the close of the Company’s fiscal year); and (iii) the Change of Control Severance Benefit. Employee’s entitlement to the benefits provided in subsections 5.2(c)(ii5.2(c) (ii) and (iii) is contingent on Employee signing a Separation Agreement and General Release provided by the Company within a reasonable period of time following the date the Separation Agreement and General Release is provided to Employee. “Change of Control Severance Benefit” means a lump-sum payment, less required tax withholding, equal to two one and one-half times the Employee’s Annual Base Compensation at the time of termination, plus one (1) times the average of the previous two Incentive Compensation paymentsTarget at the time of termination. The Change of Control Severance Benefit shall be paid within thirty days from the date the executed Separation Agreement and General Release is received by the Company. Notwithstanding the foregoing to the contrary, if the Compensation Committee determines that the Employee is a Specified Employee then his Change of Control Severance Benefit due under this paragraph (c) shall be made no earlier than the six (6) months from month anniversary of the date Triggering Event or upon the death of the Employee’s employment with , if earlier, pursuant to Section 409A of the Company terminatedCode. Notwithstanding anything to the contrary contained in this Agreement, if and to the extent that any payments and rights provided under this Agreement would cause Employee to be subject to excise tax under Section 280G or Section 4999 of the Internal Revenue Code, or if the corresponding section(s) of any future federal tax law, then the amount of the payments shall be reduced to the extent necessary to avoid imposition of any such excise tax. All determinations of the amount of the reduction shall be made by the Company’s tax counsel, and the cost of making such determination shall be paid by the Company.

Termination Arising Out of a Change of Control. If the Triggering Event was a Termination Arising Out of a Change of Control (defined below), then Employee shall be entitled to receive (i) Employee’s Annual Base Compensation and accrued but unpaid vacation through the date thereof; (ii) payment of a Employee’s Incentive Compensation Bonus, if any, pro rated to Employee’s date of termination; and (iii) the Change of Control Severance Benefit. Employee’s entitlement to the benefits provided in subsections 5.2(c)(ii5.2(c) (ii) and (iii) is contingent on Employee signing a Separation Agreement and General Release provided by the Company within a reasonable period of time following the date the Separation Agreement and General Release is provided to Employee. “Change of Control Severance Benefit” means a lump-sum payment, less required tax withholding, equal to two one and one half times the Employee’s Annual Base Compensation at the time of termination, plus the average of the previous two Incentive Compensation payments. The Change of Control Severance Benefit shall be paid six (6) months from the date Employee’s employment with the Company terminated. Notwithstanding anything to the contrary contained in this Agreement, if and to the extent that any payments and rights provided under this Agreement would cause Employee to be subject to excise tax under Section 280G or Section 4999 of the Internal Revenue Code, or the corresponding section(s) of any future federal tax law, then the amount of the payments shall be reduced to the extent necessary to avoid imposition of any such excise tax. All determinations of the amount of the reduction shall be made by the Company’s tax counsel, and the cost of making such determination shall be paid by the Company.

Termination Arising Out of a Change of Control. If the Triggering Event was a Termination Arising Out of a Change of Control (defined below)Control, then Employee Executive shall be entitled to receive (i) Employee’s Executive's Annual Base Compensation and accrued but unpaid vacation through the date thereof; (ii) payment of a Employee’s Executive's Target Incentive Compensation BonusBonus for the year in which the termination occurred, if any, pro pro-rated to Employee’s Executive's date of terminationtermination (payable at the same time other members of the Senior Executive Team are paid their respective incentive compensation bonuses which shall be in no event later than March 15 following the close of the Company's fiscal year); and (iii) the Change of Control Severance Benefit. Employee’s entitlement to the benefits provided in subsections 5.2(c)(ii) and (iii) is contingent on Employee signing a Separation Agreement and General Release provided by the Company within a reasonable period of time following the date the Separation Agreement and General Release is provided to Employee. “Change of Control Severance Benefit” means a lump-sum payment, less required tax withholding, equal to two times the Employee’s Annual Base Compensation at the time of termination, plus the average of the previous two Incentive Compensation payments. The Change of Control Severance Benefit shall be paid within 60 days after the date of Executive’s separation from service, and Executive shall receive the benefits provided in subsections 5.2(d)(ii) and (iii) only if Executive executes and does not revoke a Separation Agreement and General Release substantially in the form attached hereto as Exhibit A within 30 days after the date of Executive’s separation from service. Notwithstanding the foregoing to the contrary, if the Compensation Committee determines that the Executive is a Specified Employee then his Change of Control Severance Benefit due under this paragraph (d) shall be made no earlier than the six (6) months month anniversary of the Triggering Event or upon the death of the Executive, if earlier, pursuant to section 409A of the Code with regard to that portion of the Severance Benefit that constitutes deferred compensation under section 409A of the Code and does not satisfy the involuntary separation from the date Employee’s employment with the Company terminated. Notwithstanding anything service exception to Treasury regulation §1.409A-1(b)(9)(iii) or any other exception from treatment as deferred compensation subject to the contrary contained in this Agreement, if and to the extent that any payments and rights provided under this Agreement would cause Employee to be subject to excise tax under Section 280G or Section 4999 six-month payment delay provisions of section 409A(a)(2)(B)(i) of the Internal Revenue Code, or the corresponding section(s) of any future federal tax law, then the amount of the payments shall be reduced to the extent necessary to avoid imposition of any such excise tax. All determinations of the amount of the reduction shall be made by the Company’s tax counsel, and the cost of making such determination shall be paid by the Company.