Common use of CIC Termination Clause in Contracts

CIC Termination. In the event of a CIC Termination, if Employee signs on or prior to the 50th day following such termination date and does not revoke within the applicable 7-day revocation period the Severance Agreement and General Release of Claims, the Company will provide to Employee: (i) cash severance equal to the multiple of one (or, if the CIC Termination occurs after the First Anniversary, two) times the sum of (A) Annual Base Salary plus (B) Target Bonus, payable (x) if such termination date is prior to the Change in Control, or such termination date occurs on or after a Change in Control but the Change in Control does not qualify as a “change in control event” within the meaning of Section 409A, in periodic payments in accordance with ordinary payroll practices and deductions as set forth in Section 3(a) above over the 24 month period following the date of termination, provided that any payments which qualify as deferred compensation under Section 409A and which are payable prior to the 60th day following the “separation from service” date shall be paid on the 60th day following such “separation from service” date and (y) if such termination date is on or after a Change in Control which qualifies as a “change in control event” within the meaning of Section 409A, in a lump sum on the 60th day following the termination date; (ii) a pro rata Target Bonus, based on the number of days Employee was employed in the fiscal year in which the termination date occurs, paid in a lump sum on the 60th day following the termination date; (iii) a lump sum payment on the 60th day following the termination date equal to 12 (or, if the CIC Termination occurs after the First Anniversary, 18) months of the applicable premium cost for continued Company group health coverage for Employee and his Family Members pursuant to COBRA based Employee’s elections with respect to health coverage for Employee and his Family Members in effect as of immediately prior to Employee’s termination (which amount will be based on the premium for the first month of COBRA coverage), regardless of whether COBRA continuation is elected; and (iv) accelerated vesting of any outstanding equity awards that have not yet vested and, if vesting is based on performance metrics, such equity awards will vest at the greater of target and, to the extent determinable, actual performance through the Change in Control; provided that if a CIC Termination occurs prior to a Change in Control occurring, any amounts of the benefits under this Section 9(e)(3) that would exceed those set forth in Section (9)(e)(2) shall remain contingent on the Change in Control occurring.

CIC Termination. In Notwithstanding anything to the event of contrary herein, if a CIC TerminationTermination occurs, if Employee signs on or prior to the 50th day following such termination date Executive executes and does not revoke within the applicable 7-day revocation period Release in accordance with Section 10(b), and so long as the Severance Agreement and General Release Executive continues to comply in all material respects with the provisions of ClaimsSection 12 below, in addition to the Accrued Obligations, the Company will provide Executive shall be entitled to Employee: receive the following: (i) cash severance equal to On the multiple 61st day following the date of one (or, if the CIC Termination occurs after (or if later, following the First Anniversarydate of the Change in Control), twoa single lump sum payment of an amount equal to (A) three (3) times (B) the sum of (Ax) Annual the Executive's Base Salary plus (B) Target Bonus, payable (x) if such termination date is prior to at the Change level in Control, or such termination date occurs effect on or after a Change in Control but the Change in Control does not qualify as a “change in control event” within the meaning of Section 409A, in periodic payments in accordance with ordinary payroll practices and deductions as set forth in Section 3(a) above over the 24 month period following the date of termination, provided that disregarding any payments reduction which qualify as deferred compensation under Section 409A and which are payable constitutes Good Reason or was made within six months prior to termination) plus (y) Executive's Target Annual Bonus (at the 60th level in effect on the date of termination and disregarding any reduction which constitutes Good Reason or was made within six months prior to termination of employment); (ii) On the 61st day following the “separation from service” date shall be paid on of the 60th day CIC Termination (or if later, following such “separation from service” the date and (y) if such termination date is on or after a of the Change in Control which qualifies as a “change in control event” within the meaning of Section 409AControl), in a lump sum payment equal to the Monthly Benefits Cost multiplied by thirty-six (36); (iii) Payment of a Prorated Annual Bonus at the same time and on the 60th day same terms as annual bonuses for the year of the Executive's termination are paid to other executives of the Company, but in any event no later than March 15 of the calendar year following the termination date; (ii) a pro rata Target Bonus, based on the number of days Employee was employed in the fiscal calendar year in which the Executive's termination date of employment occurs, paid in a lump sum on ; (iv) On the 60th 61st day following the termination date; (iii) a lump sum payment on the 60th day following the termination date equal to 12 (or, if of the CIC Termination occurs after (or if later, following the First Anniversary, 18) months date of the applicable premium cost for continued Company group health coverage for Employee and his Family Members pursuant to COBRA based Employee’s elections with respect to health coverage for Employee and his Family Members in effect as of immediately prior to Employee’s termination (which amount will be based on the premium for the first month of COBRA coverage), regardless of whether COBRA continuation is elected; and (iv) accelerated vesting of any outstanding equity awards that have not yet vested and, if vesting is based on performance metrics, such equity awards will vest at the greater of target and, to the extent determinable, actual performance through the Change in Control), payment of a lump sum amount of $100,000 to defray transition costs; provided that if a and (v) Effective as of the date of the CIC Termination occurs and except to the extent that the applicable award agreement provides better treatment for the Executive, (A) all Post-2021 Equity Grants held by the Executive immediately prior to a Change in Control occurringthe CIC Termination which vest based upon the Executive's continued service over time shall accelerate, any amounts become fully vested and/or exercisable, as the case may be, as of the benefits date of the CIC Termination, and shall be paid according to the terms of the grant agreement, (B) all Post-2021 Equity Grants held by the Executive immediately prior to the CIC Termination which vest based upon attainment of performance criteria shall become immediately vested assuming maximum performance results and shall be paid according to the terms of the applicable award agreement, and (C) each Post-2021 Equity Grant that is a stock option or stock appreciation right held by the Executive shall be exercisable until the earlier of (x) the expiration date of such stock option or stock appreciation right under this Section 9(e)(3the grant agreement or (y) the third anniversary of the date of termination; Provided, however, that would exceed those the payment dates set forth in Section (9)(e)(210(a) shall remain contingent on be subject to the Change requirements set forth in Control occurringSection 19(h) in all respects. Outstanding equity awards that were granted to the Executive prior to January 1, 2022 shall be subject to the terms of the applicable award agreements.

CIC Termination. In lieu of the payments and benefits described in Sections 6(a) and 6(b) above, and in addition to any accelerated vesting pursuant to Section 3(c)(3), in the event the Executive’s employment is terminated either by the Company without Cause (which shall include the Company’s election not to renew and/or extend the Agreement, where the Executive is willing to extend the Term, as provided in Section 1, on the Agreement’s existing terms and where the Executive serves out the current Term, it being understood that Sections 5 and 6 shall continue to apply in accordance with their terms and it being understood that following the end of the then-current Term, the Executive’s employment shall have terminated), by the Executive for Good Reason, or as a result of the Executive’s death or Disability, in each such case within the two (2)-year period following a Change in Control, or if there is a Termination in Anticipation of a Change in Control (any such termination, a “CIC Termination, if Employee signs on or prior to the 50th day following such termination date and does not revoke within the applicable 7-day revocation period the Severance Agreement and General Release of Claims”), the Company will provide Executive shall be entitled to Employee: (i) cash severance the Accrued Amounts and any unpaid Transition Bonus, each payable within thirty (30) days following the date of termination of employment; (ii) any earned but unpaid Annual Bonus for the calendar year preceding the date the Executive’s employment hereunder terminates, payable within thirty (30) days following the date of termination of employment and, provided the Executive’s date of employment termination is more than six (6) months into the performance year and subject to the Committee’s certification of achievement of the performance goals for such year after the year is concluded, a pro-rated portion of any Annual Bonus for the calendar year in which termination occurs, payable on the date such amount would otherwise have been paid (without regard to whether the Executive is employed on the date such Annual Bonus is paid); (iii) the Health Continuation Benefit; and (iv) an amount equal to the multiple of one two and nine-tenths (or, if the CIC Termination occurs after the First Anniversary, two2.9) times the sum of (A) Annual the Executive’s Base Salary plus and then-current Target Bonus (B) Target “CIC Cash”). The payments and benefits provided under this Section 6(c), other than the Accrued Amounts, Transition Bonus, payable and the earned but unpaid Annual Bonus payment for the preceding calendar year, are subject to and conditioned upon the Executive’s compliance with the Conditions. The payment described in clause (xiv) if such above shall be paid in lump sum within thirty (30) days following the date of termination date is prior to the Change in Controlof employment, or such termination date occurs on or after a Change in Control but unless the Change in Control does not qualify as a “change 409A Change in control event” within Control or such form is otherwise prohibited by Section 409A of the meaning of Section 409ACode, in periodic payments which case such payment shall be payable in equal installments over a period of twelve (12) months, in accordance with ordinary the Company’s customary payroll practices practices. For purposes of this Agreement: (1) “Change in Control” shall have the meaning ascribed to such term in the Plan and deductions as set forth in Section 3(a) above over the 24 month period following the date of termination, provided that any payments which qualify as deferred compensation under Section 409A and which are payable prior to the 60th day following the “separation from service” date shall be paid on inclusive of a 409A Change in Control; provided, for the 60th day following such “separation from service” date and (y) if such termination date is on or after avoidance of doubt, a Change in Control which qualifies as a “change in control event” within shall exclude the meaning of Section 409A, in a lump sum on Merger and the 60th day following the termination date; (ii) a pro rata Target Bonus, based on the number of days Employee was employed in the fiscal year in which the termination date occurs, paid in a lump sum on the 60th day following the termination date; (iii) a lump sum payment on the 60th day following the termination date equal to 12 (or, if the CIC Termination occurs after the First Anniversary, 18) months of the applicable premium cost for continued Company group health coverage for Employee and his Family Members pursuant to COBRA based Employee’s elections with respect to health coverage for Employee and his Family Members in effect as of immediately prior to Employee’s termination (which amount will be based on the premium for the first month of COBRA coverage), regardless of whether COBRA continuation is elected; and (iv) accelerated vesting of any outstanding equity awards that have not yet vested and, if vesting is based on performance metrics, such equity awards will vest at the greater of target and, to the extent determinable, actual performance through the Change in Control; provided that if a CIC Termination occurs prior to a Change in Control occurring, any amounts of the benefits under this Section 9(e)(3) that would exceed those set forth in Section (9)(e)(2) shall remain contingent on the Change in Control occurringDistribution.