Common use of Termination by the Company other than for Cause or Resignation by the Executive for Good Reason After a Change in Control Clause in Contracts

Termination by the Company other than for Cause or Resignation by the Executive for Good Reason After a Change in Control. In the event the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason as provided in Section 3.1.4, and provided in either case that the Executive has executed a written release of any and all claims arising during the Executive’s employment in form acceptable to the Company and the rescission period specified therein has expired, the Company will pay or provide the following amounts or benefits to the Executive: (a) any accrued but unpaid Annual Base Salary and any other form or type of compensation, benefit or perquisite that is vested or accrued at the date of termination of the Executive’s employment with the Company for services rendered to such date, and payment for any accrued paid time off in accordance with Company policy; and (b) the annual incentive bonus for that fiscal year at target performance (or if the target goals have not been set at the time of Executive’s employment termination, then the target goals in effect for the prior fiscal year), waiving any other condition precedent, such as continued employment, multiplied by a fraction, the numerator of which is the number of days worked by the Executive in the bonus period prior to the termination of employment, and the denominator of which is the number of days in the bonus period, less any amount of any such incentive bonus that has been paid. The pro-rated incentive bonus will be payable and paid, however, only if senior management of the Company are paid a bonus based on achievement of goals at or above target for the year in which the termination occurs, and will be paid to the Executive at the same time and manner as the bonus is paid to other senior management of the Company; and (c) a severance payment equal to 26 weeks, based upon the weekly equivalent of the Executive’s Annual Base Salary in effect on the date of termination (without regard to any reduction that is in breach of this Agreement), to be paid in cash in a single sum within 30 days of the date of the Executive’s termination of employment; and (d) the amount of any other benefits to which the Executive is legally entitled as of such date under the terms and conditions of any benefit plans of the Company in which the Executive is participating as of the date of termination (without regard to any reduction in such benefit that is in breach of this Agreement). Except as provided in (a) through (d) above, the Company will have no further obligations under this Agreement.

Termination by the Company other than for Cause or Resignation by the Executive for Good Reason After a Change in Control. In the event the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason as provided in Section 3.1.4, and provided in either case that the Executive has executed a written release of any and all claims arising during the Executive’s employment in form acceptable to the Company and the rescission period specified therein has expired, the Company will pay or provide the following amounts or benefits to the Executive: (a) any accrued but unpaid Annual Base Salary and any other form or type of compensation, benefit or perquisite that is vested or accrued at the date of termination of the Executive’s employment with the Company for services rendered to such date, and payment for any accrued paid time off in accordance with Company Company’s policy; and (b) the annual incentive bonus for that fiscal year at target performance (or if the target goals have not been set at the time of Executive’s employment termination, then the target goals in effect for the prior fiscal year), waiving any other condition precedent, such as continued employment, multiplied by a fraction, the numerator of which is the number of days worked by the Executive in the bonus period prior to the termination of employment, and the denominator of which is the number of days in the bonus period, less any amount of any such incentive bonus that has been paid. The pro-rated incentive bonus will only be payable and paid, however, only if senior management of the Company are paid a bonus based on achievement of goals at or above target for the year in which the termination occurs, and will be paid to the Executive at the same time and manner as the bonus is paid to other senior management of the Company; and (c) a severance payment equal to 26 weeks, the greater of (i) 17 weeks or (ii) two weeks severance for each completed whole year of employment from the Executive’s date of hire through the date of the Executive’s termination; based upon the weekly equivalent of the Executive’s Annual Base Salary in effect on the date of termination (without regard to any reduction that is in breach of this Agreement), to be paid in cash in a single sum within 30 days of the date of the Executive’s termination of employment; and (d) the amount of any other benefits to which the Executive is legally entitled as of such date under the terms and conditions of any benefit plans of the Company in which the Executive is participating as of the date of termination (without regard to any reduction in such benefit that is in breach of this Agreement). Except as provided in (a) through (d) above, the Company will have no further obligations under this Agreement.

Termination by the Company other than for Cause or Resignation by the Executive for Good Reason After a Change in Control. In the event the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason as provided in Section 3.1.4, and provided in either case that the Executive has executed a written release of any and all claims arising during the Executive’s employment in form acceptable to the Company and the rescission period specified therein has expired, the Company will pay or provide the following amounts or benefits to the Executive: (a) any accrued but unpaid Annual Base Salary and any other form or type of compensation, benefit or perquisite that is vested or accrued at the date of termination of the Executive’s employment with the Company for services rendered to such date, and payment for any accrued paid time off in accordance with Company policy; and (b) the annual incentive bonus for that fiscal year at target performance (or if the target goals have not been set at the time of Executive’s employment termination, then the target goals in effect for the prior fiscal year), waiving any other condition precedent, such as continued employment, multiplied by a fraction, the numerator of which is the number of days worked by the Executive in the bonus period prior to the termination of employment, and the denominator of which is the number of days in the bonus period, less any amount of any such incentive bonus that has been paid. The pro-rated incentive bonus will be payable and paid, however, only if senior management of the Company are paid a bonus based on achievement of goals at or above target for the year in which the termination occurs, and will be paid to the Executive at the same time and manner as the bonus is paid to other senior management of the Company; and (c) a severance payment equal to 26 39 weeks, based upon the weekly equivalent of the Executive’s Annual Base Salary in effect on the date of termination (without regard to any reduction that is in breach of this Agreement), to be paid in cash in a single sum within 30 days of the date of the Executive’s termination of employment; and (d) the amount of any other benefits to which the Executive is legally entitled as of such date under the terms and conditions of any benefit plans of the Company in which the Executive is participating as of the date of termination (without regard to any reduction in such benefit that is in breach of this Agreement). Except as provided in (a) through (d) above, the Company will have no further obligations under this Agreement.

Termination by the Company other than for Cause or Resignation by the Executive for Good Reason After a Change in Control. In the event the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason as provided in Section 3.1.4, and provided in either case that the Executive has executed a written release of any and all claims arising during the Executive’s employment in form acceptable to the Company and the rescission period specified therein has expired, the Company will pay or provide the following amounts or benefits to the Executive: (a) any accrued but unpaid Annual Base Salary and any other form or type of compensation, benefit or perquisite that is vested or accrued at the date of termination of the Executive’s employment with the Company for services rendered to such date, and payment for any accrued paid time off in accordance with Company policythe Company’s policies; and (b) the annual incentive bonus for that fiscal year at target performance (or if the target goals have not been set at the time of Executive’s employment termination, then the target goals in effect for the prior fiscal year), waiving any other condition precedent, such as continued employment, multiplied by a fraction, the numerator of which is the number of days worked by the Executive in the bonus period prior to the termination of employment, and the denominator of which is the number of days in the bonus period, less any amount of any such incentive bonus that has been paid. The pro-rated incentive bonus will only be payable and paid, however, only if senior management of the Company are paid a bonus based on achievement of goals at or above target for the year in which the termination occurs, and will be paid to the Executive at the same time and manner as the bonus is paid to other senior management of the Company; and (c) a severance payment equal to 26 weeks, based upon the weekly equivalent of the Executive’s Annual Base Salary in effect on as of the date of termination (without regard to any reduction that is in breach of this Agreement), to be paid in cash in a single sum within 30 days of the date of the Executive’s termination of employment; and (d) the amount of any other benefits to which the Executive is legally entitled as of such date under the terms and conditions of any benefit plans of the Company in which the Executive is participating as of the date of termination (without regard to any reduction in such benefit that is in breach of this Agreement). Except as provided in (a) through (d) above, the Company will have no further obligations under this Agreement.