Termination Benefits (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s employment (other than for Termination for Cause or death), or by the Executive for Good Reason, the Employers shall:
(i) pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers or such lesser number of years in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such year; and
(ii) cause to be continued life insurance and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive prior to his Date of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination.
(b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Termination.
(c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.
Severance Benefits In the event the Executive's employment is terminated within two years of the date of a Change in Control as a result of an Executive Termination Event, the Executive shall be entitled to the benefits set forth below, subject to the signing by the Executive of the Company's standard form of general release of employment claims as generally used prior to the Change in Control and the expiration of any statutory revocation period. All amounts payable under this Section 5.7(a) (b) (c) and (d) shall be paid to the Executive in one lump sum within 30 days after his termination of employment.
(a) The Company shall pay to the Executive an amount equal to two times the greater of: (i) average of his annual base salary for the three fiscal years (or such fewer fiscal years that the Executive is actually employed by the Company) preceding the Change in Control or (ii) his then current base salary ("average Base Salary") and two times the greater of: i) the average of his cash bonuses paid with respect to the last two fiscal years (or such fewer fiscal years that the Executive is actually employed by the Company) preceding the Change in Control, or ii) his Base Target bonus.
(b) The Company shall pay the Executive his full base salary through the Executive's Termination Date. The Company shall also pay the Executive an amount equal to the pro rata amount of the Base Target bonus award available to the Executive under the bonus plan during the year of termination, based on the number of days of the year elapsed prior to the Termination Date. Any cash-based long-term incentives shall be cashed out on a pro-rata basis, based on the greater of actual goal achievement or target.
(c) All Performance Shares, Options, Award Grants and retirement benefits (such as 401k) shall become vested in accordance with the applicable plan documents as in effect on the dates of the respective grants.
(d) The Company will provide outplacement assistance from a service selected by the Executive for a period of one year from the Termination Date. All associated costs will be paid by the Company, up to a maximum of thirty percent (30%) of the Executive's average Base Salary.
(e) For a period of two years following the Executive's termination of employment the Company shall arrange to provide the Executive with insurance benefits (medical, dental, life and disability) substantially similar to those which the Executive was receiving or entitled to receive immediately prior to the Termination Date with all costs paid by the Company. If and to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company solely due to the fact that the Executive is no longer an officer or employee of the Company, then the Company shall pay to the Executive, his dependents and beneficiaries, the amount of premiums that would have been incurred by the Company were the Company able to provide such coverage through its plan, program or arrangement. Such insurance benefits shall be discontinued prior to the end of the specified continuation period if the Executive receives comparable coverage from a subsequent employer (except to the extent that the subsequent employer does not cover the preexisting medical conditions of the Executive or a previously covered member of the Executive's family).
Relocation Benefits If the Executive moves his residence in order to pursue other business or employment opportunities during the Continuation Period and requests in writing that the Company provide relocation services, he will be reimbursed for any expenses incurred in that initial relocation (including taxes payable on the reimbursement) which are not reimbursed by another employer. Benefits under this provision will include assistance in selling the Executive's home and all other assistance and benefits which were customarily provided by the Company to transferred executives prior to the Change in Control.
Retirement Benefits Due to either investment or employment during the marriage, either the Husband or Wife: (check one)
