Common use of Termination in Connection with a Change in Control Event Clause in Contracts

Termination in Connection with a Change in Control Event. If (i) a condition occurs which constitutes Good Reason and after Employee has complied with the applicable notice period and the Company has failed to remedy such condition, Employee actually resigns (all as described in detail in the definition of “Good Reason” in Section 1) or (ii) the Company terminates Employee’s employment hereunder without Cause, in either case within 12 months after the occurrence of a Change in Control Event, then in lieu of any other payments, rights or benefits under Section 5.3(a), Employee will be entitled to receive an amount equal to one and one-half (1.5) times Employee’s then current Base Salary, payable over 18 months, commencing upon the effective date of the termination of Employee’s employment with the Company, in accordance with the Company’s customary payroll practices for its senior management personnel (the “Change in Control Severance Payment”), plus an amount equal to one (1) times the target Bonus for the year in which such resignation or termination occurs (such amount being payable in a lump sum on such effective date of termination), payable within 2 ½ months following such termination or resignation. In addition, the Options and any restricted stock grants held by Employee immediately prior to his termination shall vest in full. Further, if Employee elects COBRA continuation of his insured group health benefits, the Company will waive the applicable premiums otherwise payable for such COBRA continuation for a period of 18 months (or, if less, for the duration of such COBRA continuation). All payments made under this section shall be subject to Sections 5.6 and 5.7(b) below.

Termination in Connection with a Change in Control Event. If If, prior to the expiration of the Employment Term, (i) a condition occurs which constitutes Good Reason and after Employee has complied with the applicable notice period and the Company has failed to remedy such condition, Employee actually resigns (all as described in detail in the definition of “Good Reason” in Section 1) or ), (ii) the Company terminates Employee’s employment hereunder without Cause, or (iii) if the Board of Directors of the Company gives written notice pursuant to Section 4 hereof notifying Employee that the Board of Directors does not wish to extend the Employment Term, in either each case within 12 within: (a) three (3) months after prior to, or (b) twelve (12) months following, the occurrence of a Change in Control Event, then in lieu of any other payments, rights or benefits under Section 5.3(a), Employee will shall be entitled to receive an amount equal to one and one-half two (1.52.0) times Employee’s then current Base Salary, payable over 18 twenty-four (24) months, commencing upon the effective date of the termination of Employee’s employment with the Company, in accordance with the Company’s customary payroll practices for its senior management personnel (the “Change in Control Severance Payment”), plus an amount equal to one two (12.0) times the target Bonus for the year in which such resignation or termination occurs (such amount being payable in a lump sum on such effective date of termination), plus any of the benefits under Section 3.3 hereof if and to the extent such benefits have accrued through and including such effective date of termination (such accrued benefits being payable within 2 ½ months following in a lump sum on such termination or resignationeffective date of the termination). In addition, the Options and shall vest in full, any vesting requirements for any restricted stock grants held by shall lapse and Employee immediately prior shall continue to his termination shall vest be covered under or be permitted to participate in full. Further, if Employee elects COBRA continuation or receive the benefits described in paragraphs (a) and (c) of his insured group health benefits, Section 3.3 hereof for the Company will waive the applicable premiums otherwise payable for such COBRA continuation for a period of 18 months time during which the Change in Control Severance Payment is payable to Employee (orany amounts to be paid thereunder to be payable to Employee or Employee’s estate, if lessas applicable, for on the duration first day of such COBRA continuationeach calendar quarter with respect to that calendar quarter). All payments made under this section shall be subject to Sections 5.6 and Section 5.7(b) below.

Termination in Connection with a Change in Control Event. If If: (i) a condition occurs which constitutes Good Reason and after Employee has complied with the applicable notice period and the Company has failed to remedy such condition, Employee actually resigns (all as described in detail in the definition of “Good Reason” in Section 1) ); or (ii) the Company terminates Employee’s employment hereunder without Cause, in either case within 12 months after the occurrence of a Change in Control Event, then in lieu of any other payments, rights or benefits under Section 5.3(a), Employee will be entitled to receive an amount equal to one and one-half (1.5) times Employee’s then current Base Salary, payable over 18 12 months, commencing upon the effective date of the termination of Employee’s employment with the Company, in accordance with the Company’s customary payroll practices for its senior management personnel (the “Change in Control Severance Payment”), plus an amount equal to one (1) times the target Bonus for the year in which such resignation or termination occurs (such amount being payable in a lump sum on such effective date of termination), payable within 2 ½ months following such termination or resignation. In addition, the Options and any restricted stock grants held by Employee immediately prior to his termination shall vest in full. Further, if Employee elects COBRA continuation of his insured group health benefits, the Company will waive the applicable premiums otherwise payable for such COBRA continuation for a period of 18 months (or, if less, for the duration of such COBRA continuation). All payments made under this section shall be subject to Sections 5.6 and 5.7(b) below).

Termination in Connection with a Change in Control Event. If (i) a condition occurs which constitutes Good Reason and after Employee has complied with the applicable notice period and the Company has failed to remedy such condition, Employee actually resigns (all as described in detail in the definition of “Good Reason” in Section 1) or (ii) the Company terminates Employee’s employment hereunder without Cause, in either case within 12 months after the occurrence of a Change in Control Event, then in lieu of any other payments, rights or benefits under Section 5.3(a), Employee will be entitled to receive an amount equal to one and one-half (1.5) times Employee’s then current Base Salary, payable over 18 12 months, commencing upon the effective date of the termination of Employee’s employment with the Company, in accordance with the Company’s customary payroll practices for its senior management personnel (the “Change in Control Severance Payment”), plus an amount equal to one (1) times the target Bonus for the year in which such resignation or termination occurs (such amount being payable in a lump sum on such effective date of termination), payable within 2 ½ months following such termination or resignation. In addition, the Options and any restricted stock grants held by Employee immediately prior to his termination shall vest in full. Further, if Employee elects COBRA continuation of his insured group health benefits, the Company will waive the applicable premiums otherwise payable for such COBRA continuation for a period of 18 months (or, if less, for the duration of such COBRA continuation). All payments made under this section shall be subject to Sections 5.6 and 5.7(b) below.

Termination in Connection with a Change in Control Event. If If, prior to the expiration of the Employment Term, (i) a condition occurs which constitutes Good Reason and after Employee has complied with the applicable notice period and the Company has failed to remedy such condition, Employee actually resigns (all as described in detail in the definition of “Good Reason” in Section 1) or ), (ii) the Company terminates Employee’s employment hereunder without Cause, or (iii) if the Board of Directors of the Company gives written notice pursuant to Section 4 hereof notifying Employee that the Board of Directors does not wish to extend the Employment Term, in either each case within within: (a) three (3) months prior to, or (b) 12 months after following, the occurrence of a Change in Control Event, then in lieu of any other payments, rights or benefits under Section 5.2(b) or 5.3(a), as applicable, Employee will be entitled to receive an amount equal to one and one-half two (1.52.0) times Employee’s then current Base Salary, payable over 18 24 months, commencing upon the effective date of the termination of Employee’s employment with the Company, in accordance with the Company’s customary payroll practices for its senior management personnel (the “Change in Control Severance Payment”), plus an amount equal to one two (12.0) times the target Bonus for the year in which such resignation or termination occurs (such amount being payable in a lump sum on such effective date of termination), payable within 2 ½ months following such termination or resignation. In addition, the Options and any restricted stock grants held by Employee immediately prior to his termination shall vest in full. Further, if Employee elects COBRA continuation of his insured group health benefits, the Company will waive contribute an amount toward the applicable monthly cost of such coverage equal to the Company’s share of the monthly premiums otherwise payable (at the time of termination) for such COBRA continuation active employees for a period of 18 months (or, if less, for the duration of such COBRA continuation). Finally, the special medical expense allowance arrangement described in Section 3.3(c) will be continued for 24 months following Employee’s termination date. All payments made under this section shall be subject to Sections 5.6 and 5.7(b) below.

Termination in Connection with a Change in Control Event. If If, prior to the expiration of the Employment Term, (i) a condition occurs which constitutes Good Reason and after Employee has complied with the applicable notice period and the Company has failed to remedy such condition, Employee actually resigns (all as described in detail in the definition of “Good Reason” in Section 1) or ), (ii) the Company terminates Employee’s employment hereunder without Cause, or (iii) if the Board of Directors of the Company gives written notice pursuant to Section 4 hereof notifying Employee that the Board of Directors does not wish to extend the Employment Term, in either each case within 12 within12 months after following the occurrence of a Change in Control Event, then in lieu of any other payments, rights or benefits under Section 5.2(b) or 5.3(a), as applicable, Employee will be entitled to receive an amount equal to one and one-half two (1.52.0) times Employee’s then current Base Salary, payable over 18 24 months, commencing upon the effective date of the termination of Employee’s employment with the Company, in accordance with the Company’s customary payroll practices for its senior management personnel (the “Change in Control Severance Payment”), plus an amount equal to one two (12.0) times the target Bonus for the year in which such resignation or termination occurs (such amount being payable in a lump sum on such effective date of termination), payable within 2 ½ months following such termination or resignation. In addition, the Options and any restricted stock grants held by Employee immediately prior to his termination shall vest in full. Further, if Employee elects COBRA continuation of his insured group health benefits, the Company will waive contribute an amount toward the applicable monthly cost of such coverage equal to the Company’s share of the monthly premiums otherwise payable (at the time of termination) for such COBRA continuation active employees for a period of 18 29 months (or, if less, for the duration of such COBRA continuation). Finally, the special medical expense allowance arrangement described in Section 3.3(c) will be continued for 24 months following Employee’s termination date. All payments made under this section shall be subject to Sections 5.6 and 5.7(b) below.