Common use of Termination of Employment without Cause or for Good Reason following a Change-in-Control Clause in Contracts

Termination of Employment without Cause or for Good Reason following a Change-in-Control. If the Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason in each case within 12 months following a Change-in-Control, then Executive shall be entitled to payment of the Executive’s Accrued Payments and, subject to the Executive’s compliance with Section 6(g), the payments and benefits described below: (i) a lump sum separation allowance equal to two (2) times the sum of (x) Executive’s then Base Salary and (y) Executive’s then Target Bonus, due and payable in lump sum within seventy-five (75) days after such termination; (ii) any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date, due and payable in lump sum within seventy-five (75) days after such termination; (iii) if employment termination occurs prior to the end of any fiscal year, a pro rata annual incentive bonus for such fiscal year in which employment termination occurs (based on actual business days in such fiscal year prior to such employment termination, divided by the total annual business days) determined and paid based on actual performance achieved for such fiscal year against the performance goals for that fiscal year no later than March 15 of the fiscal year following the fiscal year in which Executive’s termination occurred; and (iv) Benefit Continuation until the earlier of eighteen (18) months after termination of employment or such time as Executive is eligible to be covered by comparable benefit(s) of a subsequent employer. The Executive agrees to notify the Company promptly if and when he begins employment with another employer and if and when he becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer.

Termination of Employment without Cause or for Good Reason following a Change-in-Control. If the Company terminates Executive’s 's employment without Cause or Executive terminates his her employment for Good Reason in each case within 12 months following a Change-in-in- Control, then Executive shall be entitled to payment of the Executive’s 's Accrued Payments and, subject to the Executive’s 's compliance with Section 6(g), the payments and benefits described below: (i) a lump sum separation allowance equal to two one and one half (21.5) times the sum of (x) Executive’s 's then Base Salary and (y) Executive’s 's then Target Bonus, due and payable in lump sum within seventy-five (75) days after such termination; (ii) any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date, due and payable in lump sum within seventy-five (75) days after such termination; (iii) if employment termination occurs prior to the end of any fiscal year, a pro rata annual incentive bonus for such fiscal year in which employment termination occurs (based on actual business days in such fiscal year prior to such employment termination, divided by the total annual business days) determined and paid based on actual performance achieved for such fiscal year against the performance goals for that fiscal year no later than March 15 of the fiscal year following the fiscal year in which Executive’s 's termination occurred; and (iv) Benefit Continuation until the earlier of eighteen (18) months after termination of employment or such time as Executive is eligible to be covered by comparable benefit(s) of a subsequent employer. The Executive agrees to notify the Company promptly if and when he she begins employment with another employer and if and when he she becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer.

Termination of Employment without Cause or for Good Reason following a Change-in-Control. If the Company terminates Executive’s 's employment without Cause or Executive terminates his employment for Good Reason in each case within 12 months following a Change-in-in- Control, then Executive shall be entitled to payment of the Executive’s 's Accrued Payments and, subject to the Executive’s 's compliance with Section 6(g), the payments and benefits described below: (i) a lump sum separation allowance equal to two (2) times the sum of his base salary and annual bonus paid during the term of this Agreement in the past twelve (x12) Executive’s then Base Salary and (y) Executive’s then Target Bonusmonths, due and payable in lump sum within seventy-five (75) days after such termination; (ii) any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date, due and payable in lump sum within seventy-five (75) days after such termination; (iii) if employment termination occurs prior to the end of any fiscal year, a pro rata annual incentive bonus for such fiscal year in which employment termination occurs (based on actual business days in such fiscal year prior to such employment termination, divided by the total annual business days) determined and paid based on actual performance achieved for such fiscal year against the performance goals for that fiscal year no later than March 15 of the fiscal year following the fiscal year in which Executive’s 's termination occurred; and (iv) Benefit Continuation until the earlier of eighteen (18) months after termination of employment or such time as Executive is eligible to be covered by comparable benefit(s) of a subsequent employer. The Executive agrees to notify the Company promptly if and when he begins employment with another employer and if and when he becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer.

Termination of Employment without Cause or for Good Reason following a Change-in-Control. If the Company terminates Executive’s employment without Cause or Executive terminates his her employment for Good Reason in each case within 12 months following a Change-in-Control, then Executive shall be entitled to payment of the Executive’s Accrued Payments and, subject to the Executive’s compliance with Section 6(g7(g), the payments and benefits described below: (i) a lump sum separation allowance equal to two and a half (22.5) times the sum of (x) Executive’s then Base Salary and (y) Executive’s then Target Bonus, due and payable in lump sum within seventy-five (75) days after such termination; (ii) any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date, due and payable in lump sum within seventy-five (75) days after such termination; (iii) if employment termination occurs prior to the end of any fiscal year, a pro rata annual incentive bonus for such fiscal year in which employment termination occurs (based on actual business days in such fiscal year prior to such employment termination, divided by the total annual business days) determined and paid based on actual performance achieved for such fiscal year against the performance goals for that fiscal year no later than March 15 of the fiscal year following the fiscal year in which Executive’s termination occurred; and (iv) Benefit Continuation until the earlier of eighteen (18) 24 months after termination of employment or such time as Executive is eligible to be covered by comparable benefit(s) of a subsequent employer. The Executive agrees to notify the Company promptly if and when he she begins employment with another employer and if and when he she becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer.

Termination of Employment without Cause or for Good Reason following a Change-in-Control. If the Company terminates Executive’s 's employment without Cause or Executive terminates his employment for Good Reason in each case within 12 months following a Change-in-in­ Control, then Executive shall be entitled to payment of the Executive’s 's Accrued Payments and, subject to the Executive’s 's compliance with Section 6(g), the payments and benefits described below: (i) a lump sum separation allowance equal to two one and one half (21.5) times the sum of (xof(x) Executive’s 's then Base Salary and (y) Executive’s 's then Target Bonus, due and payable in lump sum within seventy-five (75) days after such termination; (ii) ; any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date, due and payable in lump sum within seventy-five (75) days after such termination; (iiiii) if employment termination occurs prior to the end of any fiscal year, a pro rata annual incentive bonus for such fiscal year in which employment termination occurs (based on actual business days in such fiscal year prior to such employment termination, divided by the total annual business days) determined and paid based on actual performance achieved for such fiscal year against the performance goals for that fiscal year no later than March 15 of the fiscal year following the fiscal year in which Executive’s 's termination occurred; and (iviii) Benefit Continuation until the earlier of eighteen (18) months after termination of employment or such time as Executive is eligible to be covered by comparable benefit(s) of a subsequent employer. The Executive agrees to notify the Company promptly if and when he begins employment with another employer and if and when he becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer.