Common use of Termination in Conjunction with a Change of Control Clause in Contracts

Termination in Conjunction with a Change of Control. If EDGEN terminates the employment of the Executive hereunder in conjunction with any Change of Control, pursuant to Section 4.5 hereof, then EDGEN shall have no further obligations hereunder after the Termination Date except payment of the Accrued Obligations and as set forth in this Section 5.5. Provided that the Executive executes and delivers to EDGEN the Release, and the Release becomes irrevocable within 60 days following the Termination Date, then (a) EDGEN will make a lump sum payment, payable as set forth below, of an amount equal to the sum of (i) two (2) times his Annual Base Salary (as in effect immediately prior to the Termination Date) and (ii) an amount, equal to the product of the target Annual Bonus for the year in which the Termination Date occurs, multiplied by 1.50, (b) during the portion, if any, of the 18-month period commencing on the Termination Date that Executive is eligible to elect and timely elects to continue coverage for himself and his eligible dependants under EDGEN’s or an Affiliate’s group health plan pursuant to COBRA or similar state law, EDGEN shall reimburse the Executive on a monthly basis for the amount Executive pays to effect and continue such coverage, and (c) all unvested Equity Awards held by Executive on the Termination Date shall become immediately vested (for performance-based awards, vesting shall be subject to satisfaction of any applicable performance criteria, as determined in accordance with the applicable plan). The payment set forth in Section 5.5(a) will be paid to the Executive in a lump sum within 15 days after the Release becomes irrevocable. Notwithstanding the foregoing, if the 60 day period immediately following the Termination Date overlaps two calendar years, then, if the payment set forth in Section 5.5(a) would otherwise be paid before the Applicable Date, such payment will instead be delayed and paid to the Executive in a lump sum on the first regularly scheduled payroll date following the Applicable Date. If the Release has not become irrevocable within 60 days following the Termination Date, the Executive will forfeit any right to the payments and benefits set forth in this Section 5.5 other than the Accrued Obligations.