Common use of Within 12 Months Following a Change in Control Clause in Contracts

Within 12 Months Following a Change in Control. If, prior to the expiration of the Employment Term, the Executive’s employment is terminated by the Company without Cause, or the Executive terminates his employment hereunder for Good Reason, in either case within 12 months following a Change in Control, the Company shall pay to the Executive cash payments equal to 1.5 times the sum of (i) his Base Salary (at the rate in effect immediately prior to such termination or, if higher, as in effect immediately prior to the Change in Control) and (ii) his average annual bonus earned during the three fiscal years immediately preceding the Change in Control. The payment based on the Executive’s Base Salary shall occur in installments in the same amount in effect immediately prior to such termination and at the same regular payment intervals as the Executive’s Base Salary was being paid on January 1, 2014 and such installments shall be deemed a series of separate payments within the meaning of Treas. Reg. §1.409A-2(b)(2)(iii). Installments which in the aggregate do not exceed Executive’s Base Salary payable over 6 months shall be paid in a lump sum within 60 days following Executive’s termination of employment. The remaining installments shall be paid in regular payment intervals with the first such installment paid on the first payment date occurring on or after the day following the 6-month anniversary of the Executive’s termination of employment. The payment based on the Executive’s average annual bonus, which shall be deemed a separate “payment” within the meaning of Treas. Reg. §1.409A-2(b)(2) from the payment based on Base Salary, shall be paid in a lump sum within 60 days following the Executive’s termination of employment. In addition, the Executive shall be entitled to continue to participate for a period of eighteen (18) months following such termination in all employee welfare benefit plans that the Company provides and continues to provide generally to its executive employees (or, if the Executive is not entitled to participate in any such plan under the terms thereof, in a comparable substitute arrangement provided by the Company) provided, however, that for the first six months following the Executive’s termination of employment, the Executive shall pay the premiums of any welfare benefit plans to the extent that the payment of such premiums by the Company would have constituted gross income to the Executive. The Company shall reimburse the Executive for any premiums or other expenses incurred by the Executive with respect to his participation and that of any of his dependents in any such employee benefit welfare plan. The Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment except as determined in accordance with the terms of the employee benefit plans or programs of the Company. In the event of the Executive’s death during the period when installment payments under this Section 5.2.2 are being made, such payments shall continue to be made during the remainder of such period to the beneficiary designated in writing for this purpose by the Executive or, if no such beneficiary is specifically designated, to the Executive’s estate. If the Executive remains employed with the Company pursuant to this Agreement for a period of more than 12 months following a Change of Control, then, for the purposes of this Agreement, such Change of Control shall be deemed to have not occurred and Section 5.2.1 shall apply to a subsequent termination by the Company without Cause or a resignation by the Executive for Good Reason during the Employment Term, unless and until another Change in Control occurs.

Within 12 Months Following a Change in Control. IfIf , prior to the expiration of the Employment Term, the Executive’s employment is terminated by the Company without Cause, or the Executive terminates his employment hereunder for Good Reason, in either case within 12 twelve (12) months following a Change in Control, the Company shall pay to the Executive cash payments equal to 1.5 times the sum of (i) his Base Salary (at the rate in effect immediately prior to such termination or, if higher, as in effect immediately prior to the Change in Control) and (ii) his average annual bonus earned paid by the Company during the three fiscal years immediately preceding the Change in ControlControl (or during such lesser period that the Executive was employed by the Company). The payment based on the Executive’s Base Salary shall occur in installments in the same amount in effect immediately prior to such termination and at the same regular payment intervals as the Executive’s Base Salary was being paid on January 1, 2014 the effective date of this Agreement and such installments shall be deemed a series of separate payments within the meaning of Treas. Reg. §1.409A-2(b)(2)(iii). Installments Notwithstanding the foregoing installments which in the aggregate do not exceed Executive’s Base Salary payable over 6 months shall be paid in a lump sum within 60 days following Executive’s termination of employment. The remaining installments shall be paid in regular payment intervals with the first such installment paid on the first payment date occurring on or after the day following the 6-month anniversary of the Executive’s termination of employment. The payment based on the Executive’s average annual bonus, which shall be deemed a separate “payment” within the meaning of Treas. Reg. §1.409A-2(b)(2) from the payment based on Base Salary, shall be paid in a lump sum within 60 days following the Executive’s termination of employment. In addition, the Executive shall be entitled to continue to participate for a period of eighteen (18) months following such termination in all employee welfare benefit plans that the Company provides and continues to provide generally to its executive employees (or, if the Executive is not entitled to participate in any such plan under the terms thereof, in a comparable substitute arrangement provided by the Company) provided, however, that for the first six months following the Executive’s termination of employment, the Executive shall pay the premiums of any welfare benefit plans to the extent that the payment of such premiums by the Company would have constituted gross income to the Executive. The Company shall reimburse the Executive for any premiums or other expenses incurred by the Executive with respect to his participation and that of any of his dependents in any such employee benefit welfare plan. The Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment except as determined in accordance with the terms of the employee benefit plans or programs of the Company. In the event of the Executive’s death during the period when installment payments under this Section 5.2.2 are being made, such payments shall continue to be made during the remainder of such period to the beneficiary designated in writing for this purpose by the Executive or, if no such beneficiary is specifically designated, to the Executive’s estate. If the Executive remains employed with the Company pursuant to this Agreement for a period of more than 12 months following a Change of in Control, then, for the purposes of this Agreement, such Change of Control shall be deemed to have not occurred and Section 5.2.1 shall apply to a subsequent termination by the Company without Cause or a resignation by the Executive for Good Reason during the Employment Term, unless and until another Change in Control occurs.

Within 12 Months Following a Change in Control. If, prior to the expiration of the Employment Term, the Executive’s Executive࿽s employment is terminated by the Company without Cause, or the Executive terminates his employment hereunder for Good Reason, in either case within 12 months following a Change in Control, the Company shall pay to the Executive cash payments equal to 1.5 two times the sum of (i) his Base Salary (at the rate in effect immediately prior to such termination or, if higher, as in effect immediately prior to the Change in Control) and (ii) his average annual bonus earned during the three fiscal years immediately preceding the Change in Control. The payment based on the Executive’s Executive࿽s Base Salary shall occur in installments in the same amount in effect immediately prior to such termination and at the same regular payment intervals as the Executive’s Executive࿽s Base Salary was being paid on January 1, 2014 2011 and such installments shall be deemed a series of separate payments within the meaning of Treas. Reg. §1.409A-2(b)(2)(iii࿽1.409A-2(b)(2)(iii). Installments which in the aggregate do not exceed Executive’s Executive࿽s Base Salary payable over 6 months shall be paid in a lump sum within 60 days following Executive’s Executive࿽s termination of employment. The remaining installments shall be paid in regular payment intervals with the first such installment paid on the first payment date occurring on or after the day following the 6-month anniversary of the Executive’s Executive࿽s termination of employment. The payment based on the Executive’s Executive࿽s average annual bonus, which shall be deemed a separate “payment” ࿽payment࿽ within the meaning of Treas. Reg. §1.409A-2(b)(2࿽1.409A-2(b)(2) from the payment based on Base Salary, shall be paid in a lump sum within 60 days following the Executive’s Executive࿽s termination of employment. In addition, the Executive shall be entitled to continue to participate for a period of eighteen (18) months two years following such termination in all employee welfare benefit plans that the Company provides and continues to provide generally to its executive employees (or, if the Executive is not entitled to participate in any such plan under the terms thereof, in a comparable substitute arrangement provided by the Company) provided, however, that for the first six months following the Executive’s Executive࿽s termination of employment, the Executive shall pay the premiums of any welfare benefit plans to the extent that the payment of such premiums by the Company would have constituted gross income to the Executive. The Company shall reimburse the Executive for any premiums or other expenses incurred by the Executive with respect to his participation and that of any of his dependents in any such employee benefit welfare plan. The Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment except as determined in accordance with the terms of the employee benefit plans or programs of the Company. In the event of the Executive’s Executive࿽s death during the period when installment payments under this Section 5.2.2 are being made, such payments shall continue to be made during the remainder of such period to the beneficiary designated in writing for this purpose by the Executive or, if no such beneficiary is specifically designated, to the Executive’s Executive࿽s estate. If the Executive remains employed with the Company pursuant to this Agreement for a period of more than 12 months following a Change of Control, then, for the purposes of this Agreement, such Change of Control shall be deemed to have not occurred and Section 5.2.1 shall apply to a subsequent termination by the Company without Cause or a resignation by the Executive for Good Reason during the Employment Term, unless and until another Change in Control occurs.

Within 12 Months Following a Change in Control. IfIf , prior to the expiration of the Employment Term, the Executive’s employment is terminated by the Company without Cause, or the Executive terminates his employment hereunder for Good Reason, in either case within 12 months following a Change in Control, the Company shall pay to the Executive cash payments equal to 1.5 times the sum of (i) his Base Salary (at the rate in effect immediately prior to such termination or, if higher, as in effect immediately prior to the Change in Control) and (ii) his average annual bonus earned during the three fiscal years immediately preceding the Change in Control. The payment based on the Executive’s Base Salary shall occur in installments in the same amount in effect immediately prior to such termination and at the same regular payment intervals as the Executive’s Base Salary was being paid on January 1, 2014 2011 and such installments shall be deemed a series of separate payments within the meaning of Treas. Reg. §1.409A-2(b)(2)(iii). Installments which in the aggregate do not exceed Executive’s Base Salary payable over 6 months shall be paid in a lump sum within 60 days following Executive’s termination of employment. The remaining installments shall be paid in regular payment intervals with the first such installment paid on the first payment date occurring on or after the day following the 6-month anniversary of the Executive’s termination of employment. The payment based on the Executive’s average annual bonus, which shall be deemed a separate “payment” within the meaning of Treas. Reg. §1.409A-2(b)(2) from the payment based on Base Salary, shall be paid in a lump sum within 60 days following the Executive’s termination of employment. In addition, the Executive shall be entitled to continue to participate for a period of eighteen (18) months following such termination in all employee welfare benefit plans that the Company provides and continues to provide generally to its executive employees (or, if the Executive is not entitled to participate in any such plan under the terms thereof, in a comparable substitute arrangement provided by the Company) provided, however, that for the first six months following the Executive’s termination of employment, the Executive shall pay the premiums of any welfare benefit plans to the extent that the payment of such premiums by the Company would have constituted gross income to the Executive. The Company shall reimburse the Executive for any premiums or other expenses incurred by the Executive with respect to his participation and that of any of his dependents in any such employee benefit welfare plan. The Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment except as determined in accordance with the terms of the employee benefit plans or programs of the Company. In the event of the Executive’s death during the period when installment payments under this Section 5.2.2 are being made, such payments shall continue to be made during the remainder of such period to the beneficiary designated in writing for this purpose by the Executive or, if no such beneficiary is specifically designated, to the Executive’s estate. If the Executive remains employed with the Company pursuant to this Agreement for a period of more than 12 months following a Change of Control, then, for the purposes of this Agreement, such Change of Control shall be deemed to have not occurred and Section 5.2.1 shall apply to a subsequent termination by the Company without Cause or a resignation by the Executive for Good Reason during the Employment Term, unless and until another Change in Control occurs.

Within 12 Months Following a Change in Control. IfIf , prior to the expiration of the Employment Term, the Executive’s Executive࿽s employment is terminated by the Company without Cause, or the Executive terminates his employment hereunder for Good Reason, in either case within 12 months following a Change in Control, the Company shall pay to the Executive cash payments equal to 1.5 times the sum of (i) his Base Salary (at the rate in effect immediately prior to such termination or, if higher, as in effect immediately prior to the Change in Control) and (ii) his average annual bonus earned during the three fiscal years immediately preceding the Change in Control. The payment based on the Executive’s Executive࿽s Base Salary shall occur in installments in the same amount in effect immediately prior to such termination and at the same regular payment intervals as the Executive’s Executive࿽s Base Salary was being paid on January 1, 2014 2011 and such installments shall be deemed a series of separate payments within the meaning of Treas. Reg. §1.409A-2(b)(2)(iii࿽1.409A-2(b)(2)(iii). Installments which in the aggregate do not exceed Executive’s Executive࿽s Base Salary payable over 6 months shall be paid in a lump sum within 60 days following Executive’s Executive࿽s termination of employment. The remaining installments shall be paid in regular payment intervals with the first such installment paid on the first payment date occurring on or after the day following the 6-month anniversary of the Executive’s Executive࿽s termination of employment. The payment based on the Executive’s Executive࿽s average annual bonus, which shall be deemed a separate “payment” ࿽payment࿽ within the meaning of Treas. Reg. §1.409A-2(b)(2࿽1.409A-2(b)(2) from the payment based on Base Salary, shall be paid in a lump sum within 60 days following the Executive’s Executive࿽s termination of employment. In addition, the Executive shall be entitled to continue to participate for a period of eighteen (18) months following such termination in all employee welfare benefit plans that the Company provides and continues to provide generally to its executive employees (or, if the Executive is not entitled to participate in any such plan under the terms thereof, in a comparable substitute arrangement provided by the Company) provided, however, that for the first six months following the Executive’s Executive࿽s termination of employment, the Executive shall pay the premiums of any welfare benefit plans to the extent that the payment of such premiums by the Company would have constituted gross income to the Executive. The Company shall reimburse the Executive for any premiums or other expenses incurred by the Executive with respect to his participation and that of any of his dependents in any such employee benefit welfare plan. The Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment except as determined in accordance with the terms of the employee benefit plans or programs of the Company. In the event of the Executive’s Executive࿽s death during the period when installment payments under this Section 5.2.2 are being made, such payments shall continue to be made during the remainder of such period to the beneficiary designated in writing for this purpose by the Executive or, if no such beneficiary is specifically designated, to the Executive’s Executive࿽s estate. If the Executive remains employed with the Company pursuant to this Agreement for a period of more than 12 months following a Change of Control, then, for the purposes of this Agreement, such Change of Control shall be deemed to have not occurred and Section 5.2.1 shall apply to a subsequent termination by the Company without Cause or a resignation by the Executive for Good Reason during the Employment Term, unless and until another Change in Control occurs.

Within 12 Months Following a Change in Control. If, prior to the expiration of the Employment Term, the Executive’s employment is terminated by the Company without Cause, or the Executive terminates his employment hereunder for Good Reason, in either case within 12 months following a Change in Control, the Company shall pay to the Executive cash payments equal to 1.5 times the sum of (i) his Base Salary (at the rate in effect immediately prior to such termination or, if higher, as in effect immediately prior to the Change in Control) and (ii) his average annual bonus earned during the three fiscal years immediately preceding the Change in Control. The payment based on the Executive’s Base Salary shall occur in installments in the same amount in effect immediately prior to such termination and at the same regular payment intervals as the Executive’s Base Salary was being paid on January 1, 2014 2011 and such installments shall be deemed a series of separate payments within the meaning of Treas. Reg. §1.409A-2(b)(2)(iii). Installments which in the aggregate do not exceed Executive’s Base Salary payable over 6 months shall be paid in a lump sum within 60 days following Executive’s termination of employment. The remaining installments shall be paid in regular payment intervals with the first such installment paid on the first payment date occurring on or after the day following the 6-month anniversary of the Executive’s termination of employment. The payment based on the Executive’s average annual bonus, which shall be deemed a separate “payment” within the meaning of Treas. Reg. §1.409A-2(b)(2) from the payment based on Base Salary, shall be paid in a lump sum within 60 days following the Executive’s termination of employment. In addition, the Executive shall be entitled to continue to participate for a period of eighteen (18) months following such termination in all employee welfare benefit plans that the Company provides and continues to provide generally to its executive employees (or, if the Executive is not entitled to participate in any such plan under the terms thereof, in a comparable substitute arrangement provided by the Company) provided, however, that for the first six months following the Executive’s termination of employment, the Executive shall pay the premiums of any welfare benefit plans to the extent that the payment of such premiums by the Company would have constituted gross income to the Executive. The Company shall reimburse the Executive for any premiums or other expenses incurred by the Executive with respect to his participation and that of any of his dependents in any such employee benefit welfare plan. The Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment except as determined in accordance with the terms of the employee benefit plans or programs of the Company. In the event of the Executive’s death during the period when installment payments under this Section 5.2.2 are being made, such payments shall continue to be made during the remainder of such period to the beneficiary designated in writing for this purpose by the Executive or, if no such beneficiary is specifically designated, to the Executive’s estate. If the Executive remains employed with the Company pursuant to this Agreement for a period of more than 12 months following a Change of Control, then, for the purposes of this Agreement, such Change of Control shall be deemed to have not occurred and Section 5.2.1 shall apply to a subsequent termination by the Company without Cause or a resignation by the Executive for Good Reason during the Employment Term, unless and until another Change in Control occurs.

Within 12 Months Following a Change in Control. IfIf , prior to the expiration of the Employment Term, the Executive’s employment is terminated by the Company without Cause, or the Executive terminates his employment hereunder for Good Reason, in either case within 12 twelve months following a Change in Control, the Company shall pay to the Executive cash payments equal to 1.5 times the sum of (i) his Base Salary (at the rate in effect immediately prior to such termination or, if higher, as in effect immediately prior to the Change in Control) and (ii) his average annual bonus earned during the three fiscal years immediately preceding the Change in Control. The payment based on the Executive’s Base Salary shall occur in installments in the same amount in effect immediately prior to such termination and at the same regular payment intervals as the Executive’s Base Salary was being paid on January 1, 2014 2011 and such installments shall be deemed a series of separate payments within the meaning of Treas. Reg. §1.409A-2(b)(2)(iii). Installments which in the aggregate do not exceed Executive’s Base Salary payable over 6 months shall be paid in a lump sum within 60 days following Executive’s termination of employment. The remaining installments shall be paid in regular payment intervals with the first such installment paid on the first payment date occurring on or after the day following the 6-month anniversary of the Executive’s termination of employment. The payment based on the Executive’s average annual bonus, which shall be deemed a separate “payment” within the meaning of Treas. Reg. §1.409A-2(b)(2) from the payment based on Base Salary, shall be paid in a lump sum within 60 days following the Executive’s termination of employment. In addition, the Executive shall be entitled to continue to participate for a period of eighteen (18) months following such termination in all employee welfare benefit plans that the Company provides and continues to provide generally to its executive employees (or, if the Executive is not entitled to participate in any such plan under the terms thereof, in a comparable substitute arrangement provided by the Company) provided, however, that for the first six months following the Executive’s termination of employment, the Executive shall pay the premiums of any welfare benefit plans to the extent that the payment of such premiums by the Company would have constituted gross income to the Executive. The Company shall reimburse the Executive for any premiums or other expenses incurred by the Executive with respect to his participation and that of any of his dependents in any such employee benefit welfare plan. The Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment except as determined in accordance with the terms of the employee benefit plans or programs of the Company. In the event of the Executive’s death during the period when installment payments under this Section 5.2.2 are being made, such payments shall continue to be made during the remainder of such period to the beneficiary designated in writing for this purpose by the Executive or, if no such beneficiary is specifically designated, to the Executive’s estate. If the Executive remains employed with the Company pursuant to this Agreement for a period of more than 12 months following a Change of Control, then, for the purposes of this Agreement, such Change of Control shall be deemed to have not occurred and Section 5.2.1 shall apply to a subsequent termination by the Company without Cause or a resignation by the Executive for Good Reason during the Employment Term, unless and until another Change in Control occurs.

Within 12 Months Following a Change in Control. IfIf , prior to the expiration of the Employment Term, the Executive’s Executive࿽s employment is terminated by the Company without Cause, or the Executive terminates his employment hereunder for Good Reason, in either case within 12 twelve months following a Change in Control, the Company shall pay to the Executive cash payments equal to 1.5 times the sum of (i) his Base Salary (at the rate in effect immediately prior to such termination or, if higher, as in effect immediately prior to the Change in Control) and (ii) his average annual bonus earned during the three fiscal years immediately preceding the Change in Control. The payment based on the Executive’s Executive࿽s Base Salary shall occur in installments in the same amount in effect immediately prior to such termination and at the same regular payment intervals as the Executive’s Executive࿽s Base Salary was being paid on January 1, 2014 2011 and such installments shall be deemed a series of separate payments within the meaning of Treas. Reg. §1.409A-2(b)(2)(iii࿽1.409A-2(b)(2)(iii). Installments which in the aggregate do not exceed Executive’s Executive࿽s Base Salary payable over 6 months shall be paid in a lump sum within 60 days following Executive’s Executive࿽s termination of employment. The remaining installments shall be paid in regular payment intervals with the first such installment paid on the first payment date occurring on or after the day following the 6-month anniversary of the Executive’s Executive࿽s termination of employment. The payment based on the Executive’s Executive࿽s average annual bonus, which shall be deemed a separate “payment” ࿽payment࿽ within the meaning of Treas. Reg. §1.409A-2(b)(2࿽1.409A-2(b)(2) from the payment based on Base Salary, shall be paid in a lump sum within 60 days following the Executive’s Executive࿽s termination of employment. In addition, the Executive shall be entitled to continue to participate for a period of eighteen (18) months following such termination in all employee welfare benefit plans that the Company provides and continues to provide generally to its executive employees (or, if the Executive is not entitled to participate in any such plan under the terms thereof, in a comparable substitute arrangement provided by the Company) provided, however, that for the first six months following the Executive’s Executive࿽s termination of employment, the Executive shall pay the premiums of any welfare benefit plans to the extent that the payment of such premiums by the Company would have constituted gross income to the Executive. The Company shall reimburse the Executive for any premiums or other expenses incurred by the Executive with respect to his participation and that of any of his dependents in any such employee benefit welfare plan. The Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment except as determined in accordance with the terms of the employee benefit plans or programs of the Company. In the event of the Executive’s Executive࿽s death during the period when installment payments under this Section 5.2.2 are being made, such payments shall continue to be made during the remainder of such period to the beneficiary designated in writing for this purpose by the Executive or, if no such beneficiary is specifically designated, to the Executive’s Executive࿽s estate. If the Executive remains employed with the Company pursuant to this Agreement for a period of more than 12 months following a Change of Control, then, for the purposes of this Agreement, such Change of Control shall be deemed to have not occurred and Section 5.2.1 shall apply to a subsequent termination by the Company without Cause or a resignation by the Executive for Good Reason during the Employment Term, unless and until another Change in Control occurs.

Within 12 Months Following a Change in Control. If, prior to the expiration of the Employment Term, the Executive’s employment is terminated by the Company without Cause, or the Executive terminates his employment hereunder for Good Reason, in either case within 12 months following a Change in Control, the Company shall pay to the Executive cash payments equal to 1.5 two times the sum of (i) his Base Salary (at the rate in effect immediately prior to such termination or, if higher, as in effect immediately prior to the Change in Control) and (ii) his average annual bonus earned during the three fiscal years immediately preceding the Change in Control. The payment based on the Executive’s Base Salary shall occur in installments in the same amount in effect immediately prior to such termination and at the same regular payment intervals as the Executive’s Base Salary was being paid on January 1, 2014 2011 and such installments shall be deemed a series of separate payments within the meaning of Treas. Reg. §1.409A-2(b)(2)(iii). Installments which in the aggregate do not exceed Executive’s Base Salary payable over 6 months shall be paid in a lump sum within 60 days following Executive’s termination of employment. The remaining installments shall be paid in regular payment intervals with the first such installment paid on the first payment date occurring on or after the day following the 6-month anniversary of the Executive’s termination of employment. The payment based on the Executive’s average annual bonus, which shall be deemed a separate “payment” within the meaning of Treas. Reg. §1.409A-2(b)(2) from the payment based on Base Salary, shall be paid in a lump sum within 60 days following the Executive’s termination of employment. In addition, the Executive shall be entitled to continue to participate for a period of eighteen (18) months two years following such termination in all employee welfare benefit plans that the Company provides and continues to provide generally to its executive employees (or, if the Executive is not entitled to participate in any such plan under the terms thereof, in a comparable substitute arrangement provided by the Company) provided, however, that for the first six months following the Executive’s termination of employment, the Executive shall pay the premiums of any welfare benefit plans to the extent that the payment of such premiums by the Company would have constituted gross income to the Executive. The Company shall reimburse the Executive for any premiums or other expenses incurred by the Executive with respect to his participation and that of any of his dependents in any such employee benefit welfare plan. The Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment except as determined in accordance with the terms of the employee benefit plans or programs of the Company. In the event of the Executive’s death during the period when installment payments under this Section 5.2.2 are being made, such payments shall continue to be made during the remainder of such period to the beneficiary designated in writing for this purpose by the Executive or, if no such beneficiary is specifically designated, to the Executive’s estate. If the Executive remains employed with the Company pursuant to this Agreement for a period of more than 12 months following a Change of Control, then, for the purposes of this Agreement, such Change of Control shall be deemed to have not occurred and Section 5.2.1 shall apply to a subsequent termination by the Company without Cause or a resignation by the Executive for Good Reason during the Employment Term, unless and until another Change in Control occurs.

Within 12 Months Following a Change in Control. IfIf , prior to the expiration of the Employment Term, the Executive’s employment is terminated by the Company without Cause, or the Executive terminates his employment hereunder for Good Reason, in either case within 12 twelve months following a Change in Control, the Company shall pay to the Executive cash payments equal to 1.5 times the sum of (i) his Base Salary (at the rate in effect immediately prior to such termination or, if higher, as in effect immediately prior to the Change in Control) and (ii) his average annual bonus earned during the three fiscal years immediately preceding the Change in Control. The payment based on the Executive’s Base Salary shall occur in installments in the same amount in effect immediately prior to such termination and at the same regular payment intervals as the Executive’s Base Salary was being paid on January 1, 2014 2011 and such installments shall be deemed a series of separate payments within the meaning of Treas. Reg. §1.409A-2(b)(2)(iii). Installments which in the aggregate do not exceed Executive’s Base Salary payable over 6 months shall be paid in a lump sum within 60 days following Executive’s termination of employment. The remaining installments shall be paid in regular payment intervals with the first such installment paid on the first payment date occurring on or after the day following the 6-month anniversary of the Executive’s termination of employment. The payment based on the Executive’s average annual bonus, which shall be deemed a separate “payment” within the meaning of Treas. Reg. §1.409A-2(b)(2) from the payment based on Base Salary, shall be paid in a lump sum within 60 days following the Executive’s termination of employment. In addition, the Executive shall be entitled to continue to participate for a period of eighteen (18) months following such termination in all employee welfare benefit plans that the Company provides and continues to provide generally to its executive employees (or, if the Executive is not entitled to participate in any such plan under the terms thereof, in a comparable substitute arrangement provided by the Company) provided, however, that for the first six months following the Executive’s termination of employment, the Executive shall pay the premiums of any welfare benefit plans to the extent that the payment of such premiums by the Company would have constituted gross income to the Executive. The Company shall reimburse the Executive for any premiums or other expenses incurred by the Executive with respect to his participation and that of any of his dependents in any such employee benefit welfare plan. The Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment except as determined in accordance with the terms of the employee benefit plans or programs of the Company. In the event of the Executive’s death during the period when installment payments under this Section 5.2.2 are being made, such payments shall continue to be made during the remainder of such period to the beneficiary designated in writing for this purpose by the Executive or, if no such beneficiary is specifically designated, to the Executive’s estate. If the Executive remains employed with the Company pursuant to this Agreement for a period of more than 12 months following a Change of Control, then, for the purposes of this Agreement, such Change of Control shall be deemed to have not occurred and Section 5.2.1 shall apply to a subsequent termination by the Company without Cause or a resignation by the Executive for Good Reason during the Employment Term, unless and until another Change in Control occurs.