Common use of Termination without Cause or Resignation for Good Reason in Connection with a Change of Control Clause in Contracts

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, and the termination is in Connection with a Change of Control, then, subject to Section 8, Executive will receive: (i) continued payment of the aggregate of Executives’ Base Salary plus the Target Annual Incentive for the year in which the termination occurs (less applicable tax withholdings), for twenty-four (24) months, such amounts to be paid out bi-weekly in accordance with the Company’s normal payroll policies; (ii) [full] vesting with respect to Executive’s then outstanding unvested equity awards (other than any awards that vest based on performance), and (iii) reimbursement for premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s health plans until the earlier of (i) twenty-four (24) months, payable when such premiums are due (provided Executive validly elects to continue coverage under COBRA), or (ii) the date upon which Executive and Executive’s eligible dependents become covered under similar plans.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, and the termination is in Connection with a Change of Control, then, subject to Section 8, Executive will receive: (i) continued payment of the aggregate of Executives’ Base Salary plus the Target Annual Incentive for the year in which the termination occurs (less applicable tax withholdings), for twenty-four (24) months, such amounts to be paid out bi-weekly in accordance with the Company’s normal payroll policies; (ii) [full] full vesting with respect to Executive’s then outstanding unvested equity awards (other than any awards that vest based on performance), and (iii) reimbursement for premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s health plans until the earlier of (i) twenty-four eighteen (2418) months, payable when such premiums are due (provided Executive validly elects to continue coverage under COBRA), or (ii) the date upon which Executive and Executive’s eligible dependents become covered under similar plans.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, and the termination is in Connection with a Change of Control, then, subject to Section 810, Executive will receive: : (i) continued Continued payment of the aggregate of Executives’ Base Salary plus the Target Annual Incentive for the year in which the termination occurs (less applicable tax withholdings), for twenty-four (24) months, such amounts to be paid out bi-weekly in accordance with the Company’s normal payroll policies; ; (ii) [full] Continued payment for twenty-four (24) months in an aggregate amount equal to 200% of the amount paid to Executive under the Profit Sharing Program in the fiscal year prior to the year in which the termination occurs; (iii) Effective immediately prior to such termination, full accelerated vesting with respect to Executive’s then outstanding unvested equity awards awards; and (other than any awards that vest based on performance), and (iiiiv) reimbursement Reimbursement for premiums paid for continued health medical benefits for Executive (and any eligible dependents) under the Company’s health benefit plans until the earlier of (i) twenty-four (24) months, payable when such premiums are due (provided Executive validly elects to continue coverage under COBRAapplicable law), or (ii) the date upon which Executive and Executive’s eligible dependents become covered under similar plans. Continued payments under this Section shall be made in accordance with the Company’s normal payroll practices.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive terminates voluntarily for Good Reason, Reason and the termination is in Connection with a Change of Control, then, subject to Section 8, Executive will receive: (i) continued payment of the aggregate of Executives’ Base Salary plus the an amount equal to Executive’s total Target Annual Incentive Compensation for the year in which the termination occurs (less subject to applicable tax withholdings), ) less any portion of the Special Incentive for twenty-four (24) monthsthe year in which termination occurs that has already been paid to Executive, such amounts amount to be paid out bi-weekly in accordance with the Company’s normal payroll policiespolicies over the course of twelve (12) months; (ii) [full] vesting with respect to 100% of Executive’s then outstanding unvested equity awards (other than any awards that vest based on performance)Equity Awards will vest, and (iiiiv) reimbursement for premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s health plans until the earlier of (iA) twenty-four twelve (2412) months, payable when such premiums are due (provided Executive validly elects to continue coverage under COBRA), or (iiB) the date upon which Executive and Executive’s eligible dependents become covered under similar plans.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by if Executive resigns for Good Reason, and the such termination is in Connection with a Change of Control, then, subject to Section 85, Executive will receive: (i) continued a lump sum payment equal to twelve (12) months of the aggregate of Executives’ Base Salary plus the Target Annual Incentive Executive’s annual base salary for the year in which the termination occurs (less applicable tax withholdings), for twenty-four (24) months, such amounts amount to be paid out bi-weekly in accordance with within ten (10) calendar days after the Company’s normal payroll policies; separation agreement and release agreement required under Section 5 becomes effective, (ii) [full] full vesting and deemed achievement at target levels of all performance criteria with respect to Executive’s then outstanding unvested equity awards (other than any awards that vest based on performance)awards, and (iii) reimbursement for premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s health plans until the earlier of (iA) twenty-four twelve (2412) months, payable when such premiums are due (provided Executive validly elects to continue coverage under COBRA), or (iiB) the date upon which Executive and Executive’s eligible dependents become covered under similar plans.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by if Executive resigns for Good Reason, and the such termination is in Connection with a Change of Control, then, subject to Section 85, Executive will receive: (i) continued a lump sum payment of equal to the aggregate of Executives’ Base Salary twelve (12) months of the Executive’s annual base salary plus the Target Annual Incentive Executive’s target annual incentive for the year in which the termination occurs (less applicable tax withholdings), for twenty-four (24) months, such amounts amount to be paid out bi-weekly in accordance with within ten (10) calendar days after the Company’s normal payroll policies; separation agreement and release agreement required under Section 5 becomes effective, (ii) [full] full vesting and deemed achievement at target levels of all performance criteria with respect to Executive’s then outstanding unvested equity awards (other than any awards that vest based on performance)awards, and (iii) reimbursement for premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s health plans until the earlier of (iA) twenty-four twelve (2412) months, payable when such premiums are due (provided Executive validly elects to continue coverage under COBRA), or (iiB) the date upon which Executive and Executive’s eligible dependents become covered under similar plans.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by if Executive resigns for Good Reason, and the such termination is in Connection with a Change of Control, then, subject to Section 85, Executive will receive: (i) continued a lump sum payment equal to six (6) months of the aggregate of Executives’ Base Salary plus the Target Annual Incentive Executive’s annual base salary for the year in which the termination occurs (less applicable tax withholdings), for twenty-four (24) months, such amounts amount to be paid out bi-weekly in accordance with within ten (10) calendar days after the Company’s normal payroll policies; separation agreement and release agreement required under Section 5 becomes effective, (ii) [full] full vesting and deemed achievement at target levels of all performance criteria with respect to Executive’s then outstanding unvested equity awards (other than any awards that vest based on performance)awards, and (iii) reimbursement for premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s health plans until the earlier of (iA) twenty-four six (246) months, payable when such premiums are due (provided Executive validly elects to continue coverage under COBRA), or (iiB) the date upon which Executive and Executive’s eligible dependents become covered under similar plans.