Common use of CIC Severance Payment Clause in Contracts

CIC Severance Payment. The Company shall pay the Executive a lump sum cash payment equal to (I) the sum of (x) two times the Base Salary paid to the Executive with respect to the calendar year immediately preceding the Executive’s Date of Termination and (y) two times the Target Bonus and (II) the Pro-Rata Target Bonus, which shall be paid, subject to Section 12(h), within thirty (30) days following the Release Effective Date (provided that if the sixty (60)-day period described in Section 8(i) below begins in one calendar year and ends in another, the cash payment shall be paid not earlier than January 1 of the calendar year following the Date of Termination). If (i) any amounts payable to the Executive under this Agreement or otherwise are characterized as excess parachute payments pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the “Section 4999”), and (ii) the Executive thereby would be subject to any United States federal excise tax due to that characterization, the Executive’s termination benefits hereunder will be reduced to an amount so that none of the amounts payable constitute excess parachute amounts payments if this would result, after taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, in Executive’s receipt on an after-tax basis of the greatest amount of termination and other benefits. The determination of any reduction required pursuant to this section (including the determination as to which specific payments shall be reduced) shall be made by a neutral party designated by the Company and such determination shall be conclusive and binding upon the Company or any related corporation for all purposes.

CIC Severance Payment. The Company shall pay the Executive a lump sum cash payment equal to (I) the sum of (x) two times the Base Salary paid to the Executive with respect to the calendar year immediately preceding the Executive’s Date of Termination and (y) two times the Target Bonus and (II) the Pro-Rata Target Bonus, which shall be paid, subject to Section 12(h), within thirty (30) days following the Release Effective Date (provided that if the sixty (60)-day period described in Section 8(i) below begins in one calendar year and ends in another, the cash payment shall be paid not earlier than January 1 of the calendar year following the Date of Termination). If . (i) any amounts payable to the Executive under this Agreement or otherwise are characterized as excess parachute payments pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the “Section 4999”), and (ii) the Executive thereby would be subject to any United States federal excise tax due to that characterization, the Executive’s termination benefits hereunder will be reduced to an amount so that none of the amounts payable constitute excess parachute amounts payments if this would result, after taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, in Executive’s receipt on an after-tax basis of the greatest amount of termination and other benefits. The determination of any reduction required pursuant to this section (including the determination as to which specific payments shall be reduced) shall be made by a neutral party designated by the Company and such determination shall be conclusive and binding upon the Company or any related corporation for all purposes.

CIC Severance Payment. The Company shall pay the Executive a lump sum cash payment equal to (I) the sum of (x) two times the Base Salary paid to the Executive with respect to the calendar year immediately preceding the Executive’s Date of Termination and (y) two times the Target Bonus and (II) the Pro-Rata Target Bonus, which shall be paid, subject to Section 12(h), within thirty (30) days following the Release Effective Date (provided that if the sixty (60)-day period described in Section 8(i) below begins in one calendar year and ends in another, the cash payment shall be paid not earlier than January 1 of the calendar year following the Date of Termination). If . (i) any amounts payable to the Executive under this Agreement or otherwise are characterized as excess parachute payments pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the “Section 4999”), and (ii) the Executive thereby would be subject to any United States federal excise tax due to that characterization, the Executive’s termination benefits hereunder will be reduced to an amount so that none of the amounts payable constitute excess parachute amounts payments if this would result, after taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, in Executive’s receipt on an after-tax basis of the greatest amount of termination and other benefits. The determination of any reduction required pursuant to this section (including the determination as to which specific payments shall be reduced) shall be made by a neutral party designated by the Company and such determination shall be conclusive and binding upon the Company or any related corporation for all purposes.