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, then Executive shall be entitled to receive (i) Executive’s Annual Base Compensation and accrued but unpaid vacation through the date thereof; (ii) payment of Executive’s Target Incentive Compensation Bonus for the year in which the termination occurred, if any, pro rated to Executive’s date of termination (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. Executive’s entitlement to the benefits provided in subsections 5.2(d) (ii) and (iii) is contingent on 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 Executive. 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.

Termination Arising Out of a Change of Control. If the Triggering Event was a Termination Arising Out of a Change of ControlControl (defined below), then Executive shall be entitled to receive (i) Executive’s 's Annual Base Compensation and accrued but unpaid vacation through the date thereof; (ii) payment of a Executive’s Target 's Incentive Compensation Bonus for the year in which the termination occurredBonus, if any, pro rated to Executive’s Employee's date of termination (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 's fiscal year); and (iii) the Change of Control Severance Benefit. Executive’s 's entitlement to the benefits provided in subsections 5.2(d5.2(c) (ii) and (iii) is contingent on 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 Executive. “Change of Control Severance Benefit” means a lump-sum payment, less required tax withholding, equal to one and one-half times the Executive's Annual Base Compensation at the time of termination, plus one (1) times the targeted amount of Executive's Incentive Compensation at the time of termination. 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 (dc) 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. 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 Executive to be subject to excise tax under Section 280G or Section 4999 of the 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, then Executive shall be entitled to receive (i) Executive’s 's Annual Base Compensation and accrued but unpaid vacation through the date thereof; (ii) payment of Executive’s 's Target Incentive Compensation Bonus for the year in which the termination occurred, if any, pro pro-rated to Executive’s 's date of termination (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 's fiscal year); and (iii) the Change of Control Severance Benefit. Executive’s entitlement to the benefits provided in subsections 5.2(d) (ii) and (iii) is contingent on 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 Executive. The Change of Control Severance Benefit shall be paid within thirty (30) 60 days from after the date of Executive’s separation from service, and Executive shall receive the executed benefits provided in subsections 5.2(d)(ii) and (iii) only if Executive executes and does not revoke a Separation Agreement and General Release is received by substantially in the Companyform 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) month anniversary of the Triggering Event or upon the death of the Executive, if earlier, pursuant to Section 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 service exception to Treasury regulation §1.409A-1(b)(9)(iii) or any other exception from treatment as deferred compensation subject to the six-month payment delay provisions of section 409A(a)(2)(B)(i) of the Code.

Termination Arising Out of a Change of Control. If the Triggering Event was a Termination Arising Out of a Change of Control, then Executive shall be entitled to receive (i) Executive’s Annual Base Compensation and accrued but unpaid vacation through the date thereof; (ii) payment of Executive’s Target Incentive Compensation Bonus for the year in which the termination occurred, if any, pro pro-rated to Executive’s date of termination (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. Executive’s entitlement to the benefits provided in subsections 5.2(d) (ii) and (iii) is contingent on 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 Executive. The Change of Control Severance Benefit shall be paid within thirty (30) 60 days from after the date of Executive’s separation from service, and Executive shall receive the executed benefits provided in subsections 5.2(d)(ii) and (iii) only if Executive executes and does not revoke a Separation Agreement and General Release is received by substantially in the Companyform 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) month anniversary of the Triggering Event or upon the death of the Executive, if earlier, pursuant to Section 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 service exception to Treasury regulation §1.409A-1(b)(9)(iii) or any other exception from treatment as deferred compensation subject to the six-month payment delay provisions of section 409A(a)(2)(B)(i) of the Code.