Common use of Termination In Connection With or Within 18 Months of a Change in Control Clause in Contracts

Termination In Connection With or Within 18 Months of a Change in Control. If upon, or within eighteen months following, a Change in Control there occurs (i) a Termination Without Cause, or (ii) the termination of Employee’s employment with the Company by Employee for Good Reason, if the event giving rise to such Good Reason occurred within eighteen (18) months following a Change in Control, within 30 days following the earlier of (1) the Company’s failure to cure within the 30-day period set forth in the definition of Good Reason, and (2) the Company’s notice to Employee that it will not cure the event giving rise to such termination for Good Reason, then (A) Employee shall receive a lump sum amount equal to the number of months constituting the Severance Period at the time of termination times the Employee’s monthly base salary (determined as the Employee’s highest monthly base salary paid to Employee while employed by the Company; base salary does not include any bonus, commissions or other incentive payments or compensation); (B) subject to Section 2(b) below, Employee shall be entitled to a continuation of all Health and Welfare Benefits for Employee and, if applicable, Employee’s eligible dependents during the Severance Period at the time they would have been provided or paid had the Employee remained an employee of Company during the Severance Period and at the levels provided prior to the event giving rise to a termination; (C) Employee shall receive a lump sum amount equal to Employee’s target annual incentive compensation opportunity at the rate of base annual salary and the target annual incentive compensation opportunity in effect immediately before such termination, prorated for the amount of time Employee was employed by the Company prior to the date of termination during such plan year (“Target Incentive Compensation Payment”); (D) in addition to the Target Incentive Compensation Payment, if the Actual Incentive Compensation Payment is more than the Target Incentive Compensation Payment, then Employee shall receive an additional lump sum payment equal to the difference between the Actual Incentive Compensation Payment and the Target Incentive Compensation Payment; and (E) the Company shall make available to Employee career transition services at a level and with a provider selected by the Company in accordance with Section 2(g) below.