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

Termination in Connection with Change in Control. In the event that during the Term, a Change in Control of the Company occurs and, within 9 months prior or 12 months following such Change in Control, this Agreement and the Executive’s employment is terminated by the Company or its successor without Cause as described in Section 4(d) or is terminated for Good Reason by the Executive as described in Section 4(e), then in lieu of any payment that might be provided under Section 4 of this Agreement, the Executive will be entitled to the following payments and benefits from the Company or its successors: (i) Payment of the Accrued Obligations in accordance with the schedule described in Section 4(a); (ii) A single lump sum payment equal to two (2) times the greater of: (A) the total annual Base Salary paid or payable to the Executive with respect to the most recently completed fiscal year of the Company or (B) the Base Salary in effect immediately prior to the Change in Control or immediately prior to any event described in Section 4(e)(i)(A), which such payment shall be made within 60 days after the date of the Executive’s termination or the occurrence of the Change in Control, as applicable; (iii) Any accrued but unpaid annual bonus, which shall be paid pursuant to the terms of the applicable bonus plan; and (iv) Provided that the Executive elects COBRA coverage, the Company shall pay the Executive’s COBRA premium payments consistent with the group health, dental and vision coverage in existence on the date of termination beginning on the date of termination and continuing until the earlier of: (A) the 12th consecutive month following the Executive’s termination; or (B) the Executive’s becoming eligible as a full-time employee to participate in the group health plan of any other employer; or, if Executive’s termination occurred prior to the Change in Control, a single lump sum payment equal to the value of the benefits described in this Section 4(f)(iv), payable within 60 days following the Change in Control.

Termination in Connection with Change in Control. In the event that during the Term, a Change in Control of the Company occurs and, within 9 months prior to or 12 18 months following such Change in Control, this Agreement and the Executive’s employment is terminated by the Company or its successor without Cause as described in Section 4(d) or is terminated for Good Reason by the Executive as described in Section 4(e), then in lieu of any payment that might be provided under such Section 4 4(d) or 4(e), as applicable, of this Agreement, the Executive will be entitled to the following payments and benefits from the Company or its successors: (i) Payment of the Accrued Obligations in accordance with the schedule as described in Section 4(a4(a)(ii); (ii) A single lump sum payment Payment of an amount equal to two (2) 2.99 times the Executive’s Base Salary, plus an amount equal to the greater of: of 2.99 times (Ai) the total annual Base Salary paid or payable incentive compensation actually awarded to Executive under the Executive with respect to the most recently completed fiscal year of the Company prior year’s annual incentive compensation plan or (Bii) the Base Salary annual target incentive compensation in effect immediately prior to the Change in Control or immediately prior to any event described in Section 4(e)(i)(A), which such payment shall be made within 60 days after on the date of the Executive’s termination of employment, provided, however, that for purposes of this Section 4(f)(ii), Base Salary shall not be reduced for any disability benefits as described under Section 4(b)(i) (nor shall Base Salary be deemed to include any disability benefits payable under Sections 4(b)(ii) – (v)). Except as otherwise prohibited by applicable Federal or state law or regulation and as otherwise reasonably requested by the occurrence Executive, the payment due under this Section 4(f)(ii) shall be paid immediately following the date of termination and be made in accordance with the Change in Control, as applicable;Company’s normal payroll practices. (iii) Any Payment of any accrued but unpaid annual bonusincentive award, which shall be paid pursuant to the terms of the applicable bonus incentive plan; and; (iv) Provided that the Executive elects COBRA coverage, the Company shall pay the Executive’s COBRA premium payments consistent with the group health, dental and vision coverage in existence on the date of termination beginning on the date of termination and continuing until the earlier of: (A) the 12th consecutive month following the Executive’s termination; or (B) the Executive’s becoming eligible as a full-time employee to participate in the group health plan of any other employer; or, if Executive’s termination occurred prior to the Change in Control, a single A lump sum payment equal to 18 months of COBRA premiums for the value coverage Executive had in place, if any, at the date of termination of employment, at the benefits described rate of premium in this Section 4(f)(iv)effect at the date of termination of employment, payable paid within 60 days following of termination of employment; and (v) In the Change in Controlevent that the Company elects to terminate the Executive’s employment due to Disability, the Executive will be entitled to continued payment, up to the age of sixty-five, of the amounts Executive is entitled to receive under the Company’s term life insurance programs and any supplemental term life insurance applicable to Executive.

Termination in Connection with Change in Control. In the event that during the Term, a Change in Control of the Company occurs and, within 9 6 months prior or 12 months following such Change in Control, this Agreement and the Executive’s employment is terminated by the Company or its successor without Cause as described in Section 4(d) or is terminated for Good Reason by the Executive as described in Section 4(e), then in lieu of any payment that might be provided under any other subsection of this Section 4 of this Agreement, the Executive will be entitled to the following payments and benefits from the Company or its successorssuccessor: (i) Payment of the Accrued Obligations in accordance with the schedule described in Section 4(a); (ii) A single lump sum payment equal to two (2) times the greater of: (A) the total annual Base Salary paid or payable to the Executive with respect to the most recently completed fiscal year of the Company or (B) the Base Salary in effect immediately prior to the Change in Control or immediately prior to any event described in Section 4(e)(i)(A), which such payment shall be made within 60 days after the date of the Executive’s termination or the occurrence of the Change in Control, as applicable; (iii) A single lump sum payment equal to two (2) times the sum of the Executive’s “target” short-term and long-term bonuses in effect at the time of the Executive’s termination of employment under the applicable Company incentive bonus plans, which such payment shall be made within 60 days after the date of the Executive’s termination or the occurrence of the Change in Control, as applicable; (iv) Any accrued but unpaid annual bonus, which shall be paid pursuant to the terms of the applicable bonus plan; and (ivv) Provided that the Executive elects COBRA coveragecoverage and provided that such COBRA coverage remains in effect under applicable law, the Company shall pay the Executive’s COBRA premium payments consistent with the group health, dental and vision coverage in existence on the date of termination beginning on the date of termination and continuing until the earlier of: (A) the 12th 18th consecutive month following the Executive’s termination; or (B) the Executive’s becoming eligible as a full-time employee to participate in the group health plan of any other employer; or, if the Executive’s termination occurred prior to the Change in Control, a single lump sum payment equal to the value of the benefits described in this Section 4(f)(iv4(f)(v), payable within 60 days following the Change in Control.