Common use of Qualifying Termination — Severance Clause in Contracts

Qualifying Termination — Severance. If during the Termination Period, the Employment of Executive shall Terminate pursuant to a Qualifying Termination, the Company shall provide to Executive: (i) within ten (10) days following the Date of Termination a lump-sum cash amount equal to the sum of (A) Executive’s Base Salary through the Date of Termination and any bonus amounts which have become payable, to the extent not theretofore paid or deferred, (B) an amount equal to the Bonus Amount, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is three hundred sixty-five (365); provided, however, that if a majority of the Board consists of Incumbent Directors at the time of this calculation, the Company or Parent may pay such other amount as determined by a majority of the Incumbent Directors in their reasonable discretion taking into account the Company’s, Parent’s and/or Executive’s performance under any annual bonus plan then in effect, (C) any accrued vacation pay, in each case to the extent not theretofore paid, and (D) an amount equal to any retention or completion bonus set forth in Executive’s employment agreement, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is three hundred sixty-five (365), with the Date of Termination used as the measurement date to determine whether any performance targets attributable to such bonus have been met; plus (ii) within ten (10) days following the Date of Termination, a lump-sum cash amount equal to (i) one and one-half (1.5) times Executive’s highest annual rate of Base Salary during the 36-month period immediately prior to Executive’s Date of Termination plus (ii) one and one-half (1.5) times Executive’s Bonus Amount.

Qualifying Termination — Severance. If during the Termination Period, the Employment of Executive shall Terminate pursuant to a Qualifying Termination, the Company shall provide to Executive: (i) within ten (10) days following the Date of Termination a lump-sum cash amount equal to the sum of (A) Executive’s Base Salary through the Date of Termination and any bonus amounts which have become payable, to the extent not theretofore paid or deferred, (B) an amount equal to the Bonus Amount, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is three hundred sixty-five (365); provided, however, that if a majority of the Board consists of Incumbent Directors at the time of this calculation, the Company or Parent may pay such other amount as determined by a majority of the Incumbent Directors in their reasonable discretion taking into account the Company’s, Parent’s and/or Executive’s performance under any annual bonus plan then in effect, (C) any accrued vacation pay, in each case to the extent not theretofore paid, and (D) an amount equal to any retention or completion bonus set forth in Executive’s employment agreement, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is three hundred sixty-five (365), with the Date of Termination used as the measurement date to determine whether any performance targets attributable to such bonus have been met; plus (ii) within ten (10) days following the Date of Termination, a lump-sum cash amount equal to (i) one and one-half two (1.52.0) times Executive’s highest annual rate of Base Salary during the 36-month period immediately prior to Executive’s Date of Termination plus (ii) one and one-half two (1.52.0) times Executive’s Bonus Amount.