Common use of Termination of Employment Prior to a Change of Control Clause in Contracts

Termination of Employment Prior to a Change of Control. Except as provided in Section 4(b), and subject to satisfaction of Section 4(d), if prior to a Change of Control the Executive’s employment is terminated by the Company for any reason other than Cause or the Executive resigns his or her employment with the Company for Good Reason, then the Executive shall be entitled to receive the following benefits (collectively, the "Severance Benefits"): (i) a payment equal to fifty percent (50%) the then current annual Base Salary; (ii) a payment equal to fifty percent (50%) of the dollar amount of the Executive’s full target bonus percentage as in effect for the twelve (12) month period immediately prior to such termination (for this purpose any performance targets shall be deemed immediately and fully satisfied); and (iii) $15,000 for the purpose of the Executive to fund health coverage continuation benefits. Severance Benefits shall be paid to the Executive no later than the thirtieth (30th) day immediately following the Executive’s "separation from service" (as defined under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code")), provided the Executive first executes a release of any and all claims against the Company (set forth in Section 4(d), below) and the revocation period specified therein has expired without the Executive revoking such release. Notwithstanding the foregoing and for avoidance of doubt, if the Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason, then the Executive shall be entitled to only any unpaid then current annual Base Salary through and including the date of termination or resignation, and the Executive shall not be entitled to or receive any Severance Benefits. The Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment, except for the continuation of health benefits as provided under applicable law.