Common use of Trigger Event Termination Clause in Contracts

Trigger Event Termination. Notwithstanding the provisions of Sections 4.02(a) and 4.02(c) above, upon the occurrence of a Trigger Event (as defined below) and in lieu of any payments or benefits pursuant to Sections 4.02(a) or 4.02(c) above, this Agreement and Employee’s employment with Employer shall terminate and, subject to Section 5.18, Employer’s sole obligations shall be to (i) pay and/or provide, as applicable, the Accrued Obligations, and (ii) subject to Employee’s execution, delivery within twenty-one days (or forty-five days for a group termination) following receipt by Employee, and non-revocation of the Release, (a) pay to Employee an aggregate amount equal to the Trigger Event Amount (as defined below), (b) pay to Employee the Unpaid Retention Payment, and (c) if Employee timely elects COBRA coverage and (1) provided that Employee continues to make contributions to such continuation coverage equal to Employee’s contribution amount to medical insurance in effect immediately preceding the Trigger Event, Employer or its successor shall pay the remaining portion of Employee’s healthcare continuation payments under COBRA during the twelve (12)-month period following the Trigger Event, and (2) provided that Employee’s COBRA coverage remains in effect, during the period commencing on the twelve (12)-month anniversary of the Trigger Event and ending on the eighteen (18)-month anniversary of the Trigger Event, Employer shall absorb the entire cost of Employee’s health care continuation coverage under COBRA. In the event that Employee becomes eligible to obtain healthcare coverage from a new employer prior to the eighteen (18) month anniversary of the Trigger Event, Employer’s or its successor’s obligation to pay its portion or all, as applicable, of Employee’s healthcare continuation payments shall cease. Employee understands and acknowledges that Employee is obligated to inform Employer (or its successor) if Employee becomes eligible to obtain healthcare coverage from a new employer before the eighteen (18)-month anniversary of the Trigger Event. Employee agrees that is shall deliver the Release to Employee within five (5) calendar days following the effective date of termination. The Trigger Event Amount and the Unpaid Retention Payment shall be payable in a lump sum on the next regular paydate following six (6) months after the date of Employee’s termination of employment with Employer; provided, however, Employer will pay the Trigger Event Amount and the Unpaid Retention Payment in a lump sum on the next regular paydate following the eighth (8th) day after Employee’s execution and delivery of the Release if making the payment at such time will not cause Employee to incur an “additional tax” as defined in Section 409A(a)(1)(B) of the Code ; provided further, that if the Trigger Event occurs on or within 34 calendar days (or in the case of a group termination, 58 calendar days) prior to the end of a calendar year, none of the Trigger Event Amount nor the Unpaid Retention Payment shall be paid prior to the first business day of the immediately following calendar year. As used in this Agreement, the following terms shall have the following meanings:

Trigger Event Termination. Notwithstanding the provisions of Sections 4.02(a) and 4.02(c) above, upon the occurrence of a Trigger Event (as defined below) and in lieu of any payments or benefits pursuant to Sections 4.02(a) or 4.02(c) above, this Agreement and Employee’s employment with Employer shall terminate and, subject to Section 5.18, Employer’s sole obligations shall be to (i) pay and/or provide, as applicable, the Accrued Obligations, and (ii) subject to Employee’s execution, delivery within twenty-one days (or forty-five days for a group termination) following receipt by Employee, and non-revocation of the Release, (a) pay to Employee an aggregate amount equal to the Trigger Event Amount (as defined below), (b) pay to Employee the Unpaid Retention Payment, and (c) if Employee timely elects COBRA coverage and (1) provided that Employee continues to make contributions to such continuation coverage equal to Employee’s contribution amount to medical insurance in effect immediately preceding the Trigger Event, Employer or its successor shall pay the remaining portion of Employee’s healthcare continuation payments under COBRA during the twelve eighteen (12)-month 18)-month period following the Trigger Event, and (2) provided that Employee’s COBRA coverage remains in effect, during the period commencing on the twelve (12)-month anniversary of the Trigger Event and ending on the eighteen (18)-month anniversary of the Trigger Event, Employer shall absorb the entire cost of Employee’s health care continuation coverage under COBRA. In the event that Employee becomes eligible to obtain healthcare coverage from a new employer prior to the eighteen (18) month anniversary of the Trigger Event, Employer’s or its successor’s obligation to pay its portion or all, as applicable, of Employee’s healthcare continuation payments shall cease. Employee understands and acknowledges that Employee is obligated to inform Employer (or its successor) if Employee becomes eligible to obtain healthcare coverage from a new employer before the eighteen (18)-month anniversary of the Trigger Event. Employee Employer agrees that is it shall deliver the Release to Employee within five (5) calendar days following the effective date of termination. The Trigger Event Amount and the Unpaid Retention Payment shall be payable in a lump sum on the next regular paydate following six (6) months after the date of Employee’s termination of employment with Employer; provided, however, Employer will pay the Trigger Event Amount and the Unpaid Retention Payment in a lump sum on the next regular paydate following the eighth (8th) day after Employee’s execution and delivery of the Release if making the payment at such time will not cause Employee to incur an “additional tax” as defined in Section 409A(a)(1)(B) of the Code Code; provided further, that if the Trigger Event occurs on or within 34 calendar days (or in the case of a group termination, 58 calendar days) prior to the end of a calendar year, none of the Trigger Event Amount nor the Unpaid Retention Payment shall be paid prior to the first business day of the immediately following calendar year. As used in this Agreement, the following terms shall have the following meanings:

Trigger Event Termination. Notwithstanding the provisions of Sections 4.02(a) and 4.02(c) above, upon the occurrence of a Trigger Event (as defined below) and in lieu of any payments or benefits pursuant to Sections 4.02(a) or 4.02(c) above, this Agreement and Employee’s employment with Employer shall terminate and, subject to Section 5.18, Employer’s sole obligations shall be to (i) pay and/or provide, as applicable, the Accrued Obligations, and (ii) subject to Employee’s execution, delivery within twenty-one days (or forty-five days for a group termination) following receipt by Employee, and non-revocation of the Release, (a) pay to Employee an aggregate amount equal to the Trigger Event Amount (as defined below), (b) pay to Employee the Unpaid Retention Payment and the Prorata Bonus (the “Trigger Event Severance Payment”), and (cb) if Employee timely elects COBRA coverage and (1) provided that Employee continues to make contributions to such continuation coverage equal to Employee’s contribution amount to medical insurance in effect immediately preceding the Trigger Event, Employer or its successor shall pay the remaining portion of Employee’s healthcare continuation payments under COBRA during the twelve (12)-month period following the Trigger Event, and (2) provided that Employee’s COBRA coverage remains in effect, during the period commencing on the twelve (12)-month anniversary of the Trigger Event and ending on the eighteen (18)-month anniversary of the Trigger Event, Employer shall absorb the entire cost of Employee’s health care continuation coverage under COBRA. In the event that Employee becomes eligible to obtain healthcare coverage from a new employer prior to the eighteen (18) month 18)-month anniversary of the Trigger Event, Employer’s or its successor’s obligation to pay its portion or all, as applicable, of Employee’s healthcare continuation payments shall cease. Employee understands and acknowledges that Employee is obligated to inform Employer (or its successor) if Employee becomes eligible to obtain healthcare coverage from a new employer before the eighteen (18)-month anniversary of the Trigger Event. Employee Employer agrees that is it shall deliver the Release to Employee within five (5) calendar days following the effective date of termination. The Trigger Event Amount and the Unpaid Retention Severance Payment shall be payable in a lump sum on the next regular paydate following six (6) months after the date of Employee’s termination of employment with Employer; provided, however, Employer will pay the Trigger Event Amount and the Unpaid Retention Payment in a lump sum on the next regular paydate following the eighth (8th) day after Employee’s execution and delivery of the Release if making the payment at such time will not cause Employee to incur an “additional tax” as defined in Section 409A(a)(1)(B) of the Code ; provided further, that if the Trigger Event occurs on or within 34 calendar days (or in the case of a group termination, 58 calendar days) prior to the end of a calendar year, none of the Trigger Event Amount nor the Unpaid Retention Payment shall be paid prior to the first business day of the immediately following calendar year. As used in this Agreement, the following terms shall have the following meanings:the

Trigger Event Termination. Notwithstanding the provisions of Sections 4.02(a4.02(A) and 4.02(c4.02(C) above, upon the occurrence of a Trigger Event (as defined below) and in lieu of any payments or benefits pursuant to Sections 4.02(a4.02(A) or 4.02(c4.02(C) above, this Agreement and Employee’s employment with Employer shall terminate and, subject to Section 5.18, and Employer’s sole obligations shall be to (i) pay and/or provide, as applicable, the Accrued Obligations, and (ii) subject to Employee’s execution, delivery within twenty-one days (or forty-five days for a group termination) following receipt by Employee, and non-revocation of the Release, (a) pay to Employee an aggregate amount equal to the Trigger Event Two Year Amount (as defined below), and (b) pay to Employee the Unpaid Retention Payment, and (c) if Employee timely elects COBRA coverage and (1) provided that Employee continues to make contributions to such continuation coverage equal to Employee’s contribution amount to medical insurance in effect immediately preceding the Trigger Event, Employer or its successor shall pay the remaining portion of Employee’s healthcare continuation payments under COBRA during the twelve (12)-month period following the Trigger Event, and (2) provided that Employee’s COBRA coverage remains in effect, during the period commencing on the twelve (12)-month anniversary of the Trigger Event and ending on the eighteen (18)-month anniversary of the Trigger Event, Employer shall absorb the entire cost of Employee’s health care continuation coverage under COBRA. In the event that Employee becomes eligible to obtain healthcare coverage from a new employer prior to the eighteen (18) month 18)-month anniversary of the Trigger Event, Employer’s or its successor’s obligation to pay its portion or all, as applicable, of Employee’s healthcare continuation payments shall cease. Employee understands and acknowledges that Employee is obligated to inform Employer (or its successor) if Employee becomes eligible to obtain healthcare coverage from a new employer before the eighteen (18)-month anniversary of the Trigger Event. Employee agrees that is shall deliver the Release to Employee within five (5) calendar days following the effective date of termination. The Trigger Event Two Year Amount and the Unpaid Retention Payment shall be payable in a lump sum on the next regular paydate following six (6) months 180 days after the date of Employee’s termination of employment with Employerthe Trigger Event; provided, however, Employer will pay the Trigger Event Two Year Amount and the Unpaid Retention Payment in a lump sum on the next regular paydate pay date following the eighth (8th) day after Employee’s execution and delivery expiration of the Release revocation period set forth in the Release, if making the payment at such time will not cause Employee to incur an “additional tax” as defined in violate the applicable requirements of Section 409A(a)(1)(B409(A) of the Code ; provided further, that if the Trigger Event occurs on or within 34 calendar days (or in the case of a group termination, 58 calendar days) prior to the end of a calendar year, none of the Trigger Event Amount nor the Unpaid Retention Payment shall be paid prior to the first business day of the immediately following calendar yearCode. As used in this Agreement, the following terms shall have the following meanings:

Trigger Event Termination. Notwithstanding the provisions of Sections 4.02(a4.02(A) and 4.02(c4.02(C) above, upon the occurrence of a Trigger Event (as defined below) and in lieu of any payments or benefits pursuant to Sections 4.02(a4.02(A) or 4.02(c4.02(C) above, this Agreement and Employee’s employment with Employer shall terminate and, subject to Section 5.18, and Employer’s sole obligations shall be to (i) pay and/or provide, as applicable, the Accrued Obligations, and (ii) subject to Employee’s execution, delivery within twenty-one days (or forty-five days for a group termination) following receipt by Employee, and non-revocation of the Release, (a) pay to Employee an aggregate amount equal to the Trigger Event Amount (as defined below), and (b) pay to Employee the Unpaid Retention Payment, and (c) if Employee timely elects COBRA coverage and (1) provided that Employee continues to make contributions to such continuation coverage equal to Employee’s contribution amount to medical insurance in effect immediately preceding the Trigger Event, Employer or its successor shall pay the remaining portion of Employee’s healthcare continuation payments under COBRA during the twelve (12)-month period following the Trigger Event, and (2) provided that Employee’s COBRA coverage remains in effect, during the period commencing on the twelve (12)-month anniversary of the Trigger Event and ending on the eighteen (18)-month anniversary of the Trigger Event, Employer shall absorb the entire cost of Employee’s health care continuation coverage under COBRA. In the event that Employee becomes eligible to obtain healthcare coverage from a new employer prior to the eighteen (18) month anniversary of the Trigger Event, Employer’s or its successor’s obligation to pay its portion or all, as applicable, of Employee’s healthcare continuation payments shall cease. Employee understands and acknowledges that Employee is obligated to inform Employer (or its successor) if Employee becomes eligible to obtain healthcare coverage from a new employer before the eighteen (18)-month anniversary of the Trigger Event. Employee agrees that is shall deliver the Release to Employee within five (5) calendar days following the effective date of termination. The Trigger Event Amount and the Unpaid Retention Payment shall be payable in equal installments over an eighteen (18) month period or, in the event that the Trigger Event occurs on or after the twelve (12) month anniversary of the Commencement Date, over a lump sum on the next regular paydate twenty four (24) month period, in accordance with Employer’s or its successor’s customary payroll practices, commencing 180 days following six (6) months after the date of termination of Employee’s termination of employment with Employeremployment; provided, however, Employer will pay commence installment payments of the Trigger Event Amount and the Unpaid Retention Payment in a lump sum on the next regular paydate pay date following the eighth (8th) day after Employee’s execution and delivery expiration of the Release revocation period set forth in the Release, if making the commencement of payment at such time will not cause Employee to incur an “additional tax” as defined in violate the applicable requirements of Section 409A(a)(1)(B409(A) of the Code ; provided further, that if the Trigger Event occurs on or within 34 calendar days (or in the case of a group termination, 58 calendar days) prior to the end of a calendar year, none of the Trigger Event Amount nor the Unpaid Retention Payment shall be paid prior to the first business day of the immediately following calendar yearCode. As used in this Agreement, the following terms shall have the following meanings:

Trigger Event Termination. Notwithstanding the provisions of Sections 4.02(a) and 4.02(cSection 4.2(C) above, upon the occurrence of a Trigger Event (as defined below) and in lieu of any payments or benefits pursuant to Sections 4.02(a) or 4.02(cSection 4.2(C) above, this Agreement and Employee’s employment with Employer shall terminate and, subject to Section 5.18, Employer’s sole obligations shall be to (i) pay and/or provide, as applicable, the Accrued Obligations, and (ii) subject to Employee’s execution, delivery within twenty-one days (or forty-five days for a group termination) following receipt by Employeeemployee, and non-revocation of the Release, (a) pay to Employee an aggregate amount equal to the Trigger Event Amount (as defined below), (b) pay to Employee the Unpaid Retention Payment, and (c) if Employee timely elects COBRA coverage and (1) provided that Employee continues to make contributions to such continuation coverage equal to Employee’s contribution amount to medical insurance in effect immediately preceding the Trigger Event, Employer or its successor shall pay the remaining portion of Employee’s healthcare continuation payments under COBRA during the twelve (12)-month 18-month period following the Trigger Event, and Event (2) provided that Employee’s COBRA coverage remains in effect, during the period commencing on the twelve (12)-month anniversary of the Trigger Event and ending on the eighteen (18)-month anniversary of the Trigger Event, Employer shall absorb the entire cost of Employee’s health care continuation coverage under COBRA. In the event that unless Employee becomes eligible to obtain healthcare coverage from a new employer prior to before the eighteen (18) -month anniversary of the Trigger Event, in which case Employer’s or its successor’s obligation to pay its portion or all, as applicable, of Employee’s healthcare continuation payments health care coverage shall cease). Employee understands and acknowledges that Employee is obligated to inform Employer (or its successor) if Employee becomes eligible to obtain healthcare coverage from a new employer before the eighteen (18)-month anniversary of the Trigger Event. Employee Employer agrees that is it shall deliver the Release to Employee within five (5) calendar days following the effective date of termination. The Trigger Event Amount and the Unpaid Retention Payment shall be payable in a lump sum on the next regular paydate following six (6) months after the date of Employee’s termination of employment with Employer; provided, however, Employer will pay the Trigger Event Amount and the Unpaid Retention Payment in a lump sum on the next regular paydate following the eighth (8th) day after Employee’s execution and delivery of the Release if making the payment at such time will not cause Employee to incur an “additional tax” as defined in Section 409A(a)(1)(B) of the Code Code; provided further, that if the Trigger Event occurs on or within 34 calendar days (or in the case of a group termination, 58 calendar days) prior to the end of a calendar year, none of the Trigger Event Amount nor the Unpaid Retention Payment shall be paid prior to the first business day of the immediately following calendar year. As used in this Agreement, the following terms shall have the following meaningsmeaning set forth below:

Trigger Event Termination. Notwithstanding the provisions of Sections 4.02(a) and 4.02(cSection 4.02(C) above, upon the occurrence of a Trigger Event (as defined below) and in lieu of any payments or benefits pursuant to Sections 4.02(a) or 4.02(c4.02(C) above, this Agreement and Employee’s employment with Employer shall terminate and, subject to Section 5.18, and Employer’s sole obligations shall be to (i) pay and/or provide, as applicable, the Accrued Obligations, and (ii) subject to Employee’s execution, delivery within twenty-one days (or forty-five days for a group termination) following receipt by Employee, and non-revocation of the Release, (a) pay to Employee an aggregate amount equal to the Trigger Event Amount (as defined below), and (b) pay to Employee the Unpaid Retention Payment, and (c) if Employee timely elects COBRA coverage and (1) provided that Employee continues to make contributions to such continuation coverage equal to Employee’s contribution amount to medical insurance in effect immediately preceding the Trigger Event, Employer or its successor shall pay the remaining portion of Employee’s healthcare continuation payments under COBRA during the twelve (12)-month 18-month period following the Trigger Event, and Event (2) provided that Employee’s COBRA coverage remains in effect, during the period commencing on the twelve (12)-month anniversary of the Trigger Event and ending on the eighteen (18)-month anniversary of the Trigger Event, Employer shall absorb the entire cost of Employee’s health care continuation coverage under COBRA. In the event that unless Employee becomes eligible to obtain healthcare coverage from a new employer prior to before the eighteen (18) -month anniversary of the Trigger Event, in which case Employer’s or its successor’s obligation to pay its portion or all, as applicable, of Employee’s healthcare continuation payments health care coverage shall cease). Employee understands and acknowledges that Employee is obligated to inform Employer (or its successor) if Employee becomes eligible to obtain healthcare coverage from a new employer before the eighteen (18)-month anniversary of the Trigger Event. Employee agrees that is shall deliver the Release to Employee within five (5) calendar days following the effective date of termination. The Trigger Event Amount and the Unpaid Retention Payment shall be payable in a lump sum on the next regular paydate following six (6) months 180 days after the date of Employee’s termination of employment with EmployerTrigger Event; provided, however, Employer will pay the Trigger Event Amount and the Unpaid Retention Payment in a lump sum on the next regular paydate pay date following the eighth (8th) day after Employee’s execution and delivery expiration of the Release revocation period set forth in the Release, if making the payment at such time will not cause Employee to incur an “additional tax” as defined in violate the applicable requirements of Section 409A(a)(1)(B409(A) of the Code ; provided further, that if the Trigger Event occurs on or within 34 calendar days (or in the case of a group termination, 58 calendar days) prior to the end of a calendar year, none of the Trigger Event Amount nor the Unpaid Retention Payment shall be paid prior to the first business day of the immediately following calendar yearCode. As used in this Agreement, the following terms shall have the following meaningsmeaning set forth below: