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

Termination Prior to Change in Control. Notwithstanding anything herein to the contrary, the Company shall have the right to terminate Employee’s employment at any time during the Employment Period (including any extended term). In the event of any Covered Termination that does not entitle Employee to payments and benefits under Article IV, the Company shall, sixty (60) days following such Covered Termination, or at such other time(s) specified in this Section 3.05 or Section 6.03, and in exchange for a full and complete release of claims against the Company, its affiliates, officers and directors (“Release”), pay or provide (or cause to be paid or provided) to Employee (or his designee or estate, as determined under Section 6.10, in the event of death after Covered Termination and prior to satisfaction of the Company’s obligations in this Section 3.05): a. An amount equal to one (1) full year of his Annual Base Salary in effect on the date of Covered Termination, which Annual Base Salary for these purposes is defined as 12 times the gross monthly salary in effect for Employee immediately preceding his date of Covered Termination. b. The Company shall provide to Employee, Employee’s spouse and Employee’s eligible dependents who were covered under the Company’s welfare plans immediately prior to the date of Employee’s Covered Termination for a period of one (1) full year following the date of Employee’s Covered Termination, health insurance coverage which is comparable to that provided to similarly situated active senior executives at a cost to Employee as if he had remained a full time employee. If Employee dies during such term, health insurance coverage being provided under this Section will continue to be provided to Employee’s spouse and eligible dependents until the date that is one (1) year after the date of Employee’s Covered Termination. c. An amount equal to the sum of (i) one (1) times the Target Bonus, plus (ii) if Employee experiences a Covered Termination on or after January 1st, but before the date on which awards are paid, if any, pursuant to achievement of performance goals set under the Company’s annual bonus incentive plan for the year immediately preceding the year in which Employee’s Covered Termination occurs, an amount, subject to the Company’s discretion as set forth under the Company’s annual bonus incentive plan and paid at the same time the Company pays bonuses to similarly situated employees under such plan, equal to the amount Employee would have earned if Employee had remained employed with the Company until the date such awards would otherwise have been paid, plus (iii) a pro-rata portion of the award for the year in which the Covered Termination occurs, if any, earned by the achievement of performance goals set under the Company’s annual bonus incentive plan and paid at the same time the Company pays bonuses to similarly situated employees under such plan; provided, however, that if Employee has timely deferred his applicable award under a Company plan, such payment due Employee under this subparagraph shall be paid in accordance with the terms of the deferral. d. All equity awards that are outstanding as of the date of Covered Termination shall immediately vest in full and any option award that is outstanding as of the date of Covered Termination shall be amended to the extent necessary to provide that any options outstanding under such option award shall remain exercisable until the earliest of the third anniversary of the date of the Covered Termination, the latest date upon which the option would have expired under any circumstances under its original terms or the 10th anniversary of the original date of grant of the option.

Termination Prior to Change in Control. Notwithstanding anything herein to the contrary, the Company shall have the right to terminate Employee’s employment at any time during the Employment Period (including any extended term). In the event of any Covered Termination that does not entitle Employee to payments and benefits under Article IV, the Company shall, sixty (60) days following such Covered Termination, or at such other time(s) specified in this Section 3.05 or Section 6.03, and in exchange for a full and complete release of claims against the Company, its affiliates, officers and directors (“Release”), pay or provide (or cause to be paid or provided) to Employee (or his designee or estate, as determined under Section 6.10, in the event of death after Covered Termination and prior to satisfaction of the Company’s obligations in this Section 3.05): a. An amount equal to one two (12) full year years of his Annual Base Salary in effect on the date of Covered Termination, which Annual Base Salary for these purposes is defined as 12 times the gross monthly salary in effect for Employee immediately preceding his date of Covered Termination. b. The Company shall provide to Employee, Employee’s spouse and Employee’s eligible dependents who were covered under the Company’s welfare plans immediately prior to the date of Employee’s Covered Termination for a period of one two (12) full year years following the date of Employee’s Covered Termination, health insurance coverage which is comparable to that provided to similarly situated active senior executives at a cost to Employee as if he had remained a full time employee. If Employee dies during such term, health insurance coverage being provided under this Section will continue to be provided to Employee’s spouse and eligible dependents until the date that is one two (12) year years after the date of Employee’s Covered Termination. c. An amount equal to the sum of (i) one two (12) times the Target Bonus, plus (ii) if Employee experiences a Covered Termination on or after January 1st, but before the date on which awards are paid, if any, pursuant to achievement of performance goals set under the Company’s annual bonus incentive plan for the year immediately preceding the year in which Employee’s Covered Termination occurs, an amount, subject to the Company’s discretion as set forth under the Company’s annual bonus incentive plan and paid at the same time the Company pays bonuses to similarly situated employees under such plan, equal to the amount Employee would have earned if Employee had remained employed with the Company until the date such awards would otherwise have been paid, plus (iii) a pro-rata portion of the award for the year in which the Covered Termination occurs, if any, earned by the achievement of performance goals set under the Company’s annual bonus incentive plan and paid at the same time the Company pays bonuses to similarly situated employees under such plan; provided, however, that if Employee has timely deferred his applicable award under a Company plan, such payment due Employee under this subparagraph shall be paid in accordance with the terms of the deferral. d. All equity awards that are outstanding as of the date of Covered Termination shall immediately vest in full and any option award that is outstanding as of the date of Covered Termination shall be amended to the extent necessary to provide that any options outstanding under such option award shall remain exercisable until the earliest of the third anniversary of the date of the Covered Termination, the latest date upon which the option would have expired under any circumstances under its original terms or the 10th anniversary of the original date of grant of the option.

Termination Prior to Change in Control. Notwithstanding anything herein to the contrary, the Company shall have the right to terminate Employee’s employment at any time during the Employment Period (including any extended term). In the event of any Covered Termination that does not entitle Employee to payments and benefits under Article IV, the Company shall, sixty (60) days following such Covered Termination, or at such other time(s) specified in this Section 3.05 or Section 6.03, and in exchange for a full and complete release of claims against the Company, its affiliates, officers and directors (“Release”), pay or provide (or cause to be paid or provided) to Employee (or his designee or estate, as determined under Section 6.10, in the event of death after Covered Termination and prior to satisfaction of the Company’s obligations in this Section 3.05): a. An amount equal to one two (12) full year years of his Annual Base Salary in effect on the date of Covered Termination, which Annual Base Salary for these purposes is defined as 12 times the gross monthly salary in effect for Employee immediately preceding his date of Covered Termination; provided, however, that if such termination occurs during the Equity Period, then the payment under this section shall be reduced by an amount equal to the amount of the Annual Base Salary the Employee would have received from the termination date until December 31, 2010 if he had been paid in cash instead of receiving 2010 Stock. b. The Company shall provide to Employee, Employee’s spouse and Employee’s eligible dependents who were covered under the Company’s welfare plans immediately prior to the date of Employee’s Covered Termination for a period of one two (12) full year years following the date of Employee’s Covered Termination, health insurance coverage which is comparable to that provided to similarly situated active senior executives at a cost to Employee as if he had remained a full time employee. If Employee dies during such term, health insurance coverage being provided under this Section will continue to be provided to Employee’s spouse and eligible dependents until the date that is one two (12) year years after the date of Employee’s Covered Termination. c. An amount equal to the sum of (i) one two (12) times the Target Bonus, plus (ii) if Employee experiences a Covered Termination on or after January 1st, but before the date on which awards are paid, if any, pursuant to achievement of performance goals set under the Company’s annual bonus incentive plan for the year immediately preceding the year in which Employee’s Covered Termination occurs, an amount, subject to the Company’s discretion as set forth under the Company’s annual bonus incentive plan and paid at the same time the Company pays bonuses to similarly situated employees under such plan, equal to the amount Employee would have earned if Employee had remained employed with the Company until the date such awards would otherwise have been paid, plus (iii) a pro-rata portion of the award for the year in which the Covered Termination occurs, if any, earned by the achievement of performance goals set under the Company’s annual bonus incentive plan and paid at the same time the Company pays bonuses to similarly situated employees under such plan; provided, however, that if Employee has timely deferred his applicable award under a Company plan, such payment due Employee under this subparagraph shall be paid in accordance with the terms of the deferral. d. All equity awards that are outstanding as of the date of Covered Termination shall immediately vest in full and any option award that is outstanding as of the date of Covered Termination shall be amended to the extent necessary to provide that any options outstanding under such option award shall remain exercisable until the earliest of the third anniversary of the date of the Covered Termination, the latest date upon which the option would have expired under any circumstances under its original terms or the 10th anniversary of the original date of grant of the option.