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

Termination of Employment in Connection with a Change of Control. If there is a Change of Control (as defined below) and (i) Executive’s employment is terminated Without Cause (as defined below), or (ii) Executive terminates his/her employment with Good Reason (as defined below), in either case within three (3) months prior to, or twelve (12) months following the effective date of the Change of Control, and provided a Release (as discussed in Section 5.7) has become effective, then, in substitution for any benefits provided in Section 5.3, Executive shall be entitled to the following benefits: (A) a lump sum payment equal to the sum of (y) twelve (12) months of Executive’s then-current annual Base Salary and (z) 100% of the current target Annual Bonus, to be made not later than 60 days following Executive’s date of termination; and (B) the amount of any COBRA continuation premium payments made by Executive during the twelve (12) month period following the date of termination, or the period ending when Executive becomes eligible for comparable group medical benefits from another source (whichever comes first). For avoidance of doubt, under no circumstances shall Executive receive benefits under both this Section 6.1 and Section 5.3.

Termination of Employment in Connection with a Change of Control. If there is a Change of Control (as defined below) and (i) Executive’s employment is terminated Without Cause (as defined below), or (ii) Executive terminates his/her employment with Good Reason (as defined below), in either case within three (3) months prior to, or twelve (12) 24 months following the effective date of the Change of Control, and provided a Release Separation Agreement (as discussed in Section 5.76) has become effective, then, in substitution for any benefits provided in Section 5.35.2, Executive shall be entitled to the following benefits: (A) a lump sum payment equal to the sum of (y) twelve (12) 12 months of Executive’s then-current annual Base Salary and (z) 100% of the current target Annual Bonusbonus percentage of Executive’s current annual Base Salary, to be made not later than 60 days following Executive’s date of termination; and (B) the amount of any COBRA continuation premium payments made by Executive during the twelve (12) month period following the date of termination, or the period ending when Executive becomes eligible for comparable group medical benefits from another source (whichever comes first). For avoidance of doubt, under no circumstances shall Executive receive benefits under both this Section 6.1 7.1 and Section 5.35.2.

Termination of Employment in Connection with a Change of Control. If there is a Change of Control (as defined below) and (i) Executive’s employment is terminated Without Cause (as defined below), or (ii) Executive terminates his/her his employment with Good Reason (as defined below), in either case within three (3) months prior to, or twelve (12) 24 months following the effective date of the Change of Control, and provided a Release Separation Agreement (as discussed in Section 5.76) has become effective, then, in substitution for any benefits provided in Section 5.35.2, Executive shall be entitled to the following benefits: (A) a lump sum payment equal to the sum of (y) twelve (12) 12 months of Executive’s then-current annual Base Salary and (z) 100% of the current target Annual Bonusbonus percentage of Executive’s current annual Base Salary, to be made not later than 60 days following Executive’s date of termination; and (B) the amount of any COBRA continuation premium payments made by Executive during the twelve (12) month period following the date of termination, or the period ending when Executive becomes eligible for comparable group medical benefits from another source (whichever comes first). For avoidance of doubt, under no circumstances shall Executive receive benefits under both this Section 6.1 7.1 and Section 5.35.2.

Termination of Employment in Connection with a Change of Control. If there is a Change of Control (as defined below) and (i) Executive’s employment is terminated Without Cause (as defined below), or (ii) Executive terminates his/her employment with Good Reason (as defined below), in either case within three (3) months prior to, or twelve twenty-four (1224) months following the effective date of the Change of Control, and provided a Release Separation Agreement (as discussed in Section 5.76) has become effective, then, in substitution for any benefits provided in Section 5.35.2, Executive shall be entitled to the following benefits: (A) a lump sum payment equal to the sum of (y) twelve (12) 12 months of Executive’s then-current annual Base Salary and (z) 100% of the current target Annual Bonusbonus percentage of Executive’s current annual Base Salary, to be made not later than 60 days following Executive’s date of termination; and (B) the amount of any COBRA continuation premium payments made by Executive during the twelve (12) month period following the date of termination, or the period ending when Executive becomes eligible for comparable group medical benefits from another source (whichever comes first). For avoidance of doubt, under no circumstances shall Executive receive benefits under both this Section 6.1 7.1 and Section 5.35.2.

Termination of Employment in Connection with a Change of Control. If there is a Change of Control (as defined below) and (i) Executive’s employment is terminated Without Cause (as defined below), or (ii) Executive terminates his/her his employment with Good Reason (as defined below), in either case within three (3) months prior to, or twelve (12) 24 months following the effective date of the Change of Control, and provided a Release Separation Agreement (as discussed in Section 5.76) has become effective, then, in substitution for any benefits provided in Section 5.35.2, Executive shall be entitled to the following benefits: (A) a lump sum payment equal to the sum of (y) twelve (12) 18 months of Executive’s then-current annual Base Salary and (z) 100% of the current target Annual Bonusbonus percentage of Executive’s current annual Base Salary, to be made not later than 60 days following Executive’s date of termination; and (B) the amount of any COBRA continuation premium payments made by Executive during the twelve (12) 18 month period following the date of termination, or the period ending when Executive becomes eligible for comparable group medical benefits from another source (whichever comes first). For avoidance of doubt, under no circumstances shall Executive receive benefits under both this Section 6.1 7.1 and Section 5.35.2.

Termination of Employment in Connection with a Change of Control. If there is a Change of Control (as defined below) and (i) Executive’s employment is terminated Without without Cause (as defined below), or (ii) Executive terminates his/her his employment with Good Reason (as defined below)Reason, in either case within three (3) months prior to, or twelve (12) 24 months following the effective date of the Change of Control, and provided a Release (as discussed in Section 5.7) Separation Agreement has become effective, then, in substitution for any benefits provided in Section 5.35.2, Executive shall be entitled to the following benefits: (A) a lump sum payment equal to the sum of (yi) twelve (12) 12 months of Executive’s then-current annual Base Salary base salary and (zii) 100% of the current target Annual Bonusbonus percentage of Executive’s current annual base salary, to be made not later than issued to Executive within 60 days following Executive’s date of termination; and (B) the amount of any full reimbursement for all COBRA continuation premium payments made by Executive during the twelve (12) 12 month period following the date of termination, or the period ending when Executive becomes eligible for comparable group medical benefits from another source (whichever comes first). For avoidance of doubt, under no circumstances shall Executive receive benefits under both this Section 6.1 7.1 and Section 5.35.2.