Common use of Corporate Change Clause in Contracts

Corporate Change. If following a Corporate Change (as defined in the Company’s 2006 Long-Term Incentive Plan), the Employee voluntarily terminates his employment for Good Reason (as defined below) or the Employee is discharged without Cause, in either case within 24 months following the Corporate Change, then this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that the Company shall pay to the Employee (or his estate in the event of his subsequent death), (i) a lump sum payment payable following such termination equal to one and one-half times the Employee’s Base Salary, (ii) 50% of the annual target bonus described in Section 5(i) above for the year of termination and (iii) all benefits payable under the governing provisions of any benefit plan or program of the Company. In addition, if following the date of such resignation or discharge, the Employee becomes eligible to elect continuation coverage under COBRA and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his termination, if any) under the Employee’s then-current plan election, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 18-month period following the date of resignation or discharge as he remains eligible for and elects COBRA coverage. No such termination pursuant to this paragraph (e) will relieve the Employee of his obligations under Sections 6 and 9 hereunder.

Corporate Change. If following a Corporate Change (as defined in the Company’s 2006 Long-Term Incentive Plan), the Employee voluntarily terminates his employment for Good Reason (as defined below) or the Employee is discharged without Cause, in either case within 24 months following the Corporate Change, then this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that that, subject to the provisions of Section 20 below, the Company shall pay to the Employee (or his estate in the event of his subsequent death), ): (i) a lump sum payment payable following such termination equal to one and one-half times the Employee’s Base Salary, which such payment shall be made within ten (10) business days after the Release is no longer revocable; (ii) 50100% of the annual target bonus Incentive Award at the Target goal level described in Section 5(i5(a) above for the year of termination, which such Incentive Award payment shall be provided on the later of the first business day after the Release is no longer revocable or the payment date that an Incentive Award for the year of termination otherwise would have been payable pursuant to Section 5(a) above had Employee’s employment not terminated (provided, that, in no event shall such payment occur later than the date necessary to qualify such payment as a “short-term deferral” within the meaning of Treas. Reg. § 1.409A-1(b)(4)); and (iii) all benefits payable under the governing provisions of any benefit plan or program of the Company. In addition, if following the date of such resignation or discharge, the Employee becomes eligible to elect continuation coverage under COBRA and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his termination, if any) under the Employee’s then-current plan election, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 1836-month period following the date of resignation or discharge termination as he remains eligible for and elects COBRA coverage; provided that such reimbursement shall not be applicable until the Release becomes irrevocable and the first such reimbursement payment shall include, if applicable, all reimbursement payments that would have otherwise been made pursuant to this Section 7(e)(iii) between the date of Employee’s termination of employment and the date that the Release became irrevocable. The Company will also provide all salary earned by Employee through the date of termination and any applicable. The Company will also provide any applicable benefits payable under the governing provisions of any benefit plan or program of the Company. No such termination pursuant to this paragraph (e) will relieve the Employee of his obligations under Sections 6 and 9 hereunder.

Corporate Change. If following a Corporate Change (as defined in the Company’s 's 2006 Long-Term Incentive Plan), the Employee voluntarily terminates his employment for Good Reason (as defined below) or the Employee is discharged without Cause, in either case within 24 months following the Corporate Change, then this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that that, subject to the provisions of Section 20 below, the Company shall pay to the Employee (or his estate in the event of his subsequent death), ): (i) a lump sum payment payable following such termination equal to one and one-half times the Employee’s 's Base Salary, which such payment shall be made within ten (10) business days after the Release is no longer revocable; (ii) 50100% of the annual target bonus Incentive Award at the Target goal level described in Section 5(i5(a) above for the year of termination, which such Incentive Award payment shall be provided on the later of the first business day after the Release is no longer revocable or the payment date that an Incentive Award for the year of termination otherwise would have been payable pursuant to Section 5(a) above had Employee's employment not terminated (provided, that, in no event shall such payment occur later than the date necessary to qualify such payment as a “short-term deferral” within the meaning of Treas. Reg. § 1.409A-1(b)(4)); and (iii) all benefits payable under the governing provisions of any benefit plan or program of the Company. In addition, if following the date of such resignation or discharge, the Employee becomes eligible to elect continuation coverage under COBRA and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s 's behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his termination, if any) under the Employee’s 's then-current plan election, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 1836-month period following the date of resignation or discharge termination as he remains eligible for and elects COBRA coverage; provided that such reimbursement shall not be applicable until the Release becomes irrevocable and the first such reimbursement payment shall include, if applicable, all reimbursement payments that would have otherwise been made pursuant to this Section 7(e)(iii) between the date of Employee's termination of employment and the date that the Release became irrevocable. The Company will also provide all salary earned by Employee through the date of termination and any applicable. The Company will also provide any applicable benefits payable under the governing provisions of any benefit plan or program of the Company. No such termination pursuant to this paragraph (e) will relieve the Employee of his obligations under Sections 6 and 9 hereunder.

Corporate Change. If following a Corporate Change (as defined in the Company’s 2006 Long-Term Incentive Plan), the Employee voluntarily terminates his employment for Good Reason (as defined below) or the Employee is discharged without Cause, in either case within 24 months following the Corporate Change, then this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that the Company shall pay to the Employee (or his estate in the event of his subsequent death), (i) a lump sum payment payable following such termination equal to one and one-half times the Employee’s Base Salary, (ii) 50% of the maximum annual target bonus described in Section 5(i) above for the year of termination and (iii) all benefits payable under the governing provisions of any benefit plan or program of the Company. In addition, if following the date of such resignation or discharge, the Employee becomes eligible to elect continuation coverage under COBRA and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his termination, if any) under the Employee’s then-current plan election, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 18-month period following the date of resignation or discharge as he remains eligible for and elects COBRA coverage. No such termination pursuant to this paragraph (e) will relieve the Employee of his obligations under Sections 6 and 9 hereunder.

Corporate Change. If following a Corporate Change (as defined in the Company’s 2006 Long-Term Incentive Plan), the Employee voluntarily terminates his employment for Good Reason (as defined below) or the Employee is discharged without Cause, in either case within 24 months following the Corporate Change, then this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that the Company shall pay to the Employee (or his estate in the event of his subsequent death), (i) a lump sum payment payable following such termination equal to one and one-half times the Employee’s Base Salary, (ii) 50% of the annual target bonus described in Section 5(i) above for the year of termination and (iii) all benefits payable under the governing provisions of any benefit plan or program of the Company. , In addition, if following the date of such resignation or discharge, the Employee becomes eligible to elect continuation coverage under COBRA and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his termination, if any) under the Employee’s then-current plan election, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 18-month period following the date of resignation or discharge as he remains eligible for and elects COBRA coverage. No such termination pursuant to this paragraph (e) will relieve the Employee of his obligations under Sections 6 and 9 hereunder.

Corporate Change. If following Notwithstanding anything to the contrary in this Award Notice, this section will govern the vesting of your Award on and after the date a Corporate Change is consummated. (as defined a) If, in connection with a Corporate Change, the Company’s 2006 Long-Term Incentive Plansuccessor replaces your existing Award (the “Replaced Award”), with a Replacement Award, and your employment is thereafter terminated by the Employee voluntarily terminates his employment for Good Reason Company or an Affiliate (as defined belowor successor) or the Employee is discharged without Cause, in either case Cause within 24 18 months following the Corporate Change, then this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that the Company shall pay to the Employee (or his estate in the event unvested portion of his subsequent death), (i) a lump sum payment payable following such termination equal to one and one-half times the Employee’s Base Salary, (ii) 50% of the annual target bonus described in Section 5(i) above for the year of termination and (iii) all benefits payable under the governing provisions of any benefit plan or program of the Company. In additionyour Replacement Award, if following the date of such resignation or dischargeany, the Employee becomes eligible to elect continuation coverage under COBRA and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his terminationyour termination of employment will become 100% vested and free of all restrictions, with payment made not later than the sixtieth (60th) day following your termination of employment. (b) If, in connection with a Corporate Change, the Company’s successor does not provide a Replacement Award to replace your existing Award, then the unvested portion of your Award, if any) under the Employee’s then-current plan election, will immediately become 100% vested and free of all restrictions, with payment made not later than the sixtieth (60th) day following the Corporate Change. (c) An Award shall qualify as a Replacement Award if: (i) it is of the same type as the Replaced Award (or, it is of a different type as the Replaced Award, provided that the Committee, as constituted immediately prior to the Corporate Change, finds such coverage type acceptable); (ii) it has an intrinsic value at least equal to the value of the Replaced Award; (iii) it relates to publicly traded equity securities of the Company or its successor in the Corporate Change or another entity that is affiliated with the Company or its successor following the Corporate Change; (iv) its terms and conditions comply with Section 6(a); (v) vesting conditions continue on the same terms as set forth in the Replaced Award; and (vi) its other terms and conditions are not less favorable to the holder of the Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Corporate Change). Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 6(c) are satisfied shall be provided under the closest comparable plan as offered made by the Company from time to timeCommittee, for so long during as constituted immediately before the 18-month period following the date of resignation or discharge as he remains eligible for and elects COBRA coverage. No such termination pursuant to this paragraph (e) will relieve the Employee of his obligations under Sections 6 and 9 hereunderCorporate Change, in its sole discretion.

Corporate Change. If following Notwithstanding anything to the contrary in this Award Notice, this section will govern the vesting of your Award on and after the date a Corporate Change is consummated. With respect to employees outside of the U.S., payments pursuant to this section may be paid directly by their employer in the applicable local currency converted using an exchange rate at the time of payment, as solely determined by the Committee. (as defined a) If, in connection with a Corporate Change, the Company’s 2006 Long-Term Incentive Plan)successor replaces your existing Award (a “Replaced Award”) with a Replacement Award, and your employment is thereafter terminated by the Employee voluntarily terminates his employment for Good Reason Company or an Affiliate (as defined belowor successor) or the Employee is discharged without Cause, in either case Cause within 24 18 months following the Corporate Change, then this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that the Company shall pay to the Employee (or his estate in the event unvested portion of his subsequent death), (i) a lump sum payment payable following such termination equal to one and one-half times the Employee’s Base Salary, (ii) 50% of the annual target bonus described in Section 5(i) above for the year of termination and (iii) all benefits payable under the governing provisions of any benefit plan or program of the Company. In additionyour Replacement Award, if following the date of such resignation or dischargeany, the Employee becomes eligible to elect continuation coverage under COBRA and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his terminationyour termination of employment will become 100% vested and free of all restrictions, with payment made not later than the sixtieth (60th) day following your termination of employment; provided that if the level of performance achieved by the Company with respect to the Performance Measures in Section 6 below has not been determined, then such Performance Measures shall be deemed satisfied as if target performance was achieved. In general, a Replacement Award means a substitute award that, compared to the award being replaced, is of the same type of award, has at least an equal intrinsic value, has vesting that continues on the same terms, and has other terms and conditions are not less favorable to the holder of the Award. (b) If, in connection with a Corporate Change, the Company’s successor does not provide a Replacement Award to replace your existing Award, then the unvested portion of your Award, if any) under the Employee’s then-current plan election, will immediately become 100% vested and free of all restrictions, with such coverage to be payment made not later than the sixtieth (60th) day following the Corporate Change; provided under that if the closest comparable plan as offered level of performance achieved by the Company from time with respect to timethe Performance Measures in Section 6 below has not been determined, for so long during then such Performance Measures shall be deemed satisfied as if target performance was achieved. (c) An Award shall qualify as a Replacement Award if: (i) it is of the 18-month period same type as the Replaced Award (or, it is of a different type as the Replaced Award, provided that the Committee, as constituted immediately prior to the Corporate Change, finds such type acceptable); (ii) it has an intrinsic value at least equal to the value of the Replaced Award; (iii) it relates to publicly traded equity securities of the Company or its successor in the Corporate Change or another entity that is affiliated with the Company or its successor following the date Corporate Change; (iv) its terms and conditions comply with Section 6(a); (v) vesting conditions continue on the same terms as set forth in the Replaced Award; and (vi) its other terms and conditions are not less favorable to the holder of resignation or discharge the Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Corporate Change). Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 6(c) are satisfied shall be made by the Committee, as he remains eligible for and elects COBRA coverage. No such termination pursuant to this paragraph (e) will relieve constituted immediately before the Employee of his obligations under Sections 6 and 9 hereunderCorporate Change, in its sole discretion.

Corporate Change. If following Notwithstanding anything to the contrary in this Award Notice, this section will govern the vesting of your Award on and after the date a Corporate Change is consummated. (as defined a) If, in connection with a Corporate Change, the Company’s 2006 Long-Term Incentive Plansuccessor replaces your existing Award (the “Replaced Award”), with a Replacement Award, and your employment is thereafter terminated by the Employee voluntarily terminates his employment for Good Reason Company (as defined below) or the Employee is discharged Company’s successor) without Cause, in either case Cause within 24 18 months following the Corporate Change, then this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that the Company shall pay to the Employee (or his estate in the event unvested portion of his subsequent death), (i) a lump sum payment payable following such termination equal to one and one-half times the Employee’s Base Salary, (ii) 50% of the annual target bonus described in Section 5(i) above for the year of termination and (iii) all benefits payable under the governing provisions of any benefit plan or program of the Company. In additionyour Replacement Award, if following the date of such resignation or dischargeany, the Employee becomes eligible to elect continuation coverage under COBRA and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his terminationyour termination of employment will become 100% vested and free of all restrictions, with payment made not later than the sixtieth (60th) day following your termination of employment. (b) If, in connection with a Corporate Change, the Company’s successor does not provide a Replacement Award to replace your existing Award, then the unvested portion of your Award, if any) under the Employee’s then-current plan election, will immediately become 100% vested and free of all restrictions, with payment made not later than the sixtieth (60th) day following the Corporate Change. (c) An Award shall qualify as a Replacement Award if: (i) it is of the same type as the Replaced Award (or, it is of a different type as the Replaced Award, provided that the Committee, as constituted immediately prior to the Corporate Change, finds such coverage type acceptable); (ii) it has an intrinsic value at least equal to the value of the Replaced Award; (iii) it relates to publicly traded equity securities of the Company or its successor in the Corporate Change or another entity that is affiliated with the Company or its successor following the Corporate Change; (iv) its terms and conditions comply with Section 6(a); (v) vesting conditions continue on the same terms as set forth in the Replaced Award; and (vi) its other terms and conditions are not less favorable to the holder of the Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Corporate Change). Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 6(c) are satisfied shall be provided under the closest comparable plan as offered made by the Company from time to timeCommittee, for so long during as constituted immediately before the 18-month period following the date of resignation or discharge as he remains eligible for and elects COBRA coverage. No such termination pursuant to this paragraph (e) will relieve the Employee of his obligations under Sections 6 and 9 hereunderCorporate Change, in its sole discretion.

Corporate Change. If following Notwithstanding anything to the contrary in this Award Notice, this section will govern the vesting of your Award on and after the date a Corporate Change is consummated. (as defined a) If, in connection with a Corporate Change, the Company’s 2006 Long-Term Incentive Plan)successor replaces your existing Award (a “Replaced Award”) with a Replacement Award, and your employment is thereafter terminated by the Employee voluntarily terminates his employment for Good Reason Company (as defined below) or the Employee is discharged Company’s successor) without Cause, in either case Cause within 24 18 months following the Corporate Change, then this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that the Company shall pay to the Employee (or his estate in the event unvested portion of his subsequent death), (i) a lump sum payment payable following such termination equal to one and one-half times the Employee’s Base Salary, (ii) 50% of the annual target bonus described in Section 5(i) above for the year of termination and (iii) all benefits payable under the governing provisions of any benefit plan or program of the Company. In additionyour Replacement Award, if following the date of such resignation or dischargeany, the Employee becomes eligible to elect continuation coverage under COBRA and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his terminationyour termination of employment will become 100% vested and free of all restrictions, with payment made not later than the sixtieth (60th) day following your termination of employment; provided that if the level of performance achieved by the Company with respect to the Performance Measures in Section 6 below has not been determined, then such Performance Measures shall be deemed satisfied as if target performance was achieved. In general, a Replacement Award means a substitute award that, compared to the award being replaced, is of the same type of award, has at least an equal intrinsic value, has vesting that continues on the same terms, and has other terms and conditions are not less favorable to the holder of the Award. (b) If, in connection with a Corporate Change, the Company’s successor does not provide a Replacement Award to replace your existing Award, then the unvested portion of your Award, if any) under the Employee’s then-current plan election, will immediately become 100% vested and free of all restrictions, with such coverage to be payment made not later than the sixtieth (60th) day following the Corporate Change; provided under that if the closest comparable plan as offered level of performance achieved by the Company from time with respect to timethe Performance Measures in Section 6 below has not been determined, for so long during then such Performance Measures shall be deemed satisfied as if target performance was achieved. (c) An Award shall qualify as a Replacement Award if: (i) it is of the 18-month period same type as the Replaced Award (or, it is of a different type as the Replaced Award, provided that the Committee, as constituted immediately prior to the Corporate Change, finds such type acceptable); (ii) it has an intrinsic value at least equal to the value of the Replaced Award; (iii) it relates to publicly traded equity securities of the Company or its successor in the Corporate Change or another entity that is affiliated with the Company or its successor following the date Corporate Change; (iv) its terms and conditions comply with Section 6(a); (v) vesting conditions continue on the same terms as set forth in the Replaced Award; and (vi) its other terms and conditions are not less favorable to the holder of resignation or discharge the Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Corporate Change). Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 6(c) are satisfied shall be made by the Committee, as he remains eligible for and elects COBRA coverage. No such termination pursuant to this paragraph (e) will relieve constituted immediately before the Employee of his obligations under Sections 6 and 9 hereunderCorporate Change, in its sole discretion.

Corporate Change. If following a Corporate Change (as defined in the Company’s 2006 Long-Term Incentive Plan), the Employee voluntarily terminates his employment for Good Reason (as defined below) or the Employee is discharged without Cause, in either case within 24 months following the Corporate Change, then this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that the Company shall pay to the Employee (or his estate in the event of his subsequent death), (i) a lump sum payment payable following such termination equal to one and one-half three times the Employee’s Base Salary, (ii) 50% of the annual target bonus Annual Target Bonus described in Section 5(i5(a) above for the year of termination termination, and (iii) all benefits payable under the governing provisions of any benefit plan or program of the Company. In addition, if following the date of such resignation or discharge, the Employee becomes eligible to elect continuation coverage under COBRA and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his termination, if any) under the Employee’s then-current plan election, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 1836-month period following the date of resignation or discharge as he remains eligible for and elects COBRA coverage. No such termination pursuant to this paragraph (e) will relieve the Employee of his obligations under Sections 6 and 9 hereunder.

Corporate Change. If following a Corporate Change (as defined in the Company’s 's 2006 Long-Term Incentive Plan), the Employee voluntarily terminates his employment for Good Reason (as defined below) or the Employee is discharged without Cause, in either case within 24 months following the Corporate Change, then this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that that, subject to the provisions of Section 20 below, the Company shall pay to the Employee (or his estate in the event of his subsequent death), ): (i) a lump sum payment payable following such termination equal to one and one-a half times the Employee’s 's Base Salary, which such payment shall be made within ten (10) business days after the Release is no longer revocable; (ii) 50100% of the annual target bonus Incentive Award described in Section 5(i5(a) above for the year of termination, if any, which such Incentive Award payment shall be provided on the later of the first business day after the Release is no longer revocable or the payment date that an Incentive Award for the year of termination otherwise would have been payable pursuant to Section 5(a) above had Employee's employment not terminated (provided, that, in no event shall such payment occur later than the date necessary to qualify such payment as a “short-term deferral” within the meaning of Treas. Reg. § 1.409A-1(b)(4)); and (iii) all benefits payable under the governing provisions of any benefit plan or program of the Company. In additionif, if following the date of such resignation or discharge, the Employee becomes eligible to elect continuation coverage under COBRA and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s 's behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his termination, if any) under the Employee’s 's then-current plan election, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 1836-month period following the date of resignation or discharge termination as he remains eligible for and elects COBRA coverage; provided that such reimbursement shall not be applicable until the Release becomes irrevocable and the first such reimbursement payment shall include, if applicable, all reimbursement payments that would have otherwise been made pursuant to this Section 7(e)(iii) between the date of Employee's termination of employment and the date that the Release became irrevocable. The Company will also provide all salary earned by Employee through the date of termination and any applicable benefits payable under the governing provisions of any benefit plan or program of the Company. No such termination pursuant to this paragraph (e) will relieve the Employee of his obligations under Sections 6 and 9 hereunder.

Corporate Change. If following a Corporate Change (as defined in the Company’s 2006 Long-Term Incentive Plan), the Employee voluntarily terminates his employment for Good Reason (as defined below) or the Employee is discharged without Cause, in either case within 24 months following the Corporate Change, then this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that that, subject to the provisions of Section 20 below, the Company shall pay to the Employee (or his estate in the event of his subsequent death), ): (i) a lump sum payment payable following such termination equal to one and one-half two times the Employee’s Base Salary, which such payment shall be made within ten (10) business days after the Release is no longer revocable; (ii) 50100% of the annual target bonus Incentive Award at the Target goal level described in Section 5(i5(a) above for the year of termination, which such Incentive Award payment shall be provided on the later of the first business day after the Release is no longer revocable or the payment date that an Incentive Award for the year of termination otherwise would have been payable pursuant to Section 5(a) above had Employee’s employment not terminated (provided, that, in no event shall such payment occur later than the date necessary to qualify such payment as a “short-term deferral” within the meaning of Treas. Reg. § 1.409A-1(b)(4)); and (iii) all benefits payable under the governing provisions of any benefit plan or program of the Company. In addition, if following the date of such resignation or discharge, the Employee becomes eligible to elect continuation coverage under COBRA and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his termination, if any) under the Employee’s then-current plan election, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 1836-month period following the date of resignation or discharge termination as he remains eligible for and elects COBRA coverage; provided that such reimbursement shall not be applicable until the Release becomes irrevocable and the first such reimbursement payment shall include, if applicable, all reimbursement payments that would have otherwise been made pursuant to this Section 7(e)(iii) between the date of Employee’s termination of employment and the date that the Release became irrevocable. The Company will also provide all salary earned by Employee through the date of termination and any applicable. The Company will also provide any applicable benefits payable under the governing provisions of any benefit plan or program of the Company. No such termination pursuant to this paragraph (e) will relieve the Employee of his obligations under Sections 6 and 9 hereunder.