Common use of Termination Without Cause or for Good Reason After a Change in Control Clause in Contracts

Termination Without Cause or for Good Reason After a Change in Control. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits, commencing in accordance with the terms set forth in Section 4.6: (i) a payment of eighteen (18) months base salary, to be paid in accordance with the Company’s customary payroll practices as are established or modified from time-to-time. (ii) for eighteen (18 ) months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable benefit plans in effect on the Measurement Date; provided, however, that (1) if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his/her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his/her family and (2) to the extent such payments are taxable and/or extend beyond the period of time during which the Executive would be entitled (or would, but for this clause (2)) to COBRA continuation coverage under a group health plan of the Company, such payments shall be made on a monthly basis; and (iii) payment, to be paid after the Date of Termination in a lump sum on the first payroll period following the date the Executive Release becomes effective, equal to the total bonus payment that would be due to the Executive under the Company’s Executive Bonus Plan (the “Plan”) for the then-current fiscal year calculated at 100% of the applicable Plan targets.

Termination Without Cause or for Good Reason After a Change in Control. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits, commencing in accordance with the terms set forth in Section 4.6: (i) a payment of eighteen twelve (1812) months base salary, to be paid in accordance with the Company’s customary payroll practices as are established or modified from time-to-time. (ii) for eighteen twelve (18 12 ) months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable benefit plans in effect on the Measurement Date; provided, however, that (1) if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his/her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his/her family and (2) to the extent such payments are taxable and/or extend beyond the period of time during which the Executive would be entitled (or would, but for this clause (2)) to COBRA continuation coverage under a group health plan of the Company, such payments shall be made on a monthly basis; and (iii) payment, to be paid after the Date of Termination in a lump sum on the first payroll period following the date the Executive Release becomes effective, equal to the total pro rata portion of the bonus payment that would be due payment, if any, paid (or earned, if not yet paid) to the Executive under the Company’s Executive Bonus Plan (the “Plan”) for the then-most recent fiscal year ended prior to the Date of Termination, with such pro rata amount equal to the product of the amount of such prior bonus payment multiplied by a fraction, (1) the numerator of which is the number of days in the current fiscal year calculated at 100% prior to the Date of Termination and the applicable Plan targets(2) denominator of which is 365.

Termination Without Cause or for Good Reason After a Change in Control. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits, commencing in accordance with the terms set forth in Section 4.6: (i) a payment of eighteen twenty-four (1824) months base salary, to be paid in accordance with the Company’s customary payroll practices as are established or modified from time-to-time. (ii) for eighteen twenty-four (18 24 ) months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable benefit plans in effect on the Measurement Date; provided, however, that (1) if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his/her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his/her family and (2) to the extent such payments are taxable and/or extend beyond the period of time during which the Executive would be entitled (or would, but for this clause (2)) to COBRA continuation coverage under a group health plan of the Company, such payments shall be made on a monthly basis; and (iii) payment, to be paid after the Date of Termination in a lump sum on the first payroll period following the date the Executive Release becomes effective, equal to the total bonus payment that would be due to the Executive under the Company’s Executive Bonus Plan (the “Plan”) for the then-current fiscal year calculated at 100% of the applicable Plan targets.