Common use of Rights in Event of Termination of Employment Absent Change in Control Clause in Contracts

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated by Corporation without Cause and no Change in Control shall have occurred at the date of such termination, Corporation shall pay Executive an amount equal to and no greater than two (2) times the Executive’s Annual Base Salary as defined in Section 5(a) of this Agreement, which amount shall be payable in twenty-four (24) equal monthly installments. In addition, Executive shall be entitled to a continuation of health, accident, life and disability insurance benefits for twenty-four (24) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated by Corporation HMS without Cause and no Change in Control shall have occurred at the date of such termination, Corporation upon execution of a mutual release, HMS shall pay Executive an amount equal to and no greater than two (2) 1.0 times the Executive’s Annual Base Salary Agreed Compensation as defined in Section 5(asubsection (g) of this AgreementSection 3, which amount and shall be payable in twenty-four twelve (2412) equal monthly installments. In addition, Executive shall be entitled to a continuation of health, accident, life and disability insurance HMS’s employee benefits for twenty-four twelve (2412) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he is no longer an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. However, if in the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of CorporationHMS’s independent auditors, Executive shall remit to Corporation HMS the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated by Corporation without Cause and no Change in Control shall have occurred at the date of such termination, Corporation shall pay Executive an amount equal to and no greater than two three (23) times the Executive’s Annual Base Salary as defined in Section 5(a) of this Agreement, which amount shall be payable in twentythirty-four six (2436) equal monthly installments. In addition, Executive shall be entitled to a continuation of health, accident, life and disability insurance benefits for twentythirty-four six (2436) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated by Corporation without Cause and no Change in Control shall have occurred at the date of such termination, Corporation shall pay Executive an amount equal to and no greater than two (2) times the Executive’s Annual Base Salary as defined in Section 5(a) of this Agreement, which amount shall be payable in twenty-four (24) equal monthly installments. In addition, Executive shall be entitled to a continuation of health, accident, life and disability insurance benefits for twenty-four (24) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his her termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s 's employment is involuntarily terminated by Corporation without Cause and no Change in Control shall have occurred at the date of such termination, Corporation shall pay Executive an amount equal to and no greater than two (2) times the Executive’s 's Annual Base Salary as defined in Section 5(a) of this Agreement, which amount shall be payable in twenty-four (24) equal monthly installments. In addition, Executive shall be entitled to a continuation of health, accident, life and disability insurance benefits for twenty-four (24) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his her termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s 's independent auditors, Executive shall remit to Corporation the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s 's employment is involuntarily terminated by Corporation without Cause and no Change in Control shall have occurred at the date of such termination, Corporation shall pay Executive an amount equal to and no greater than two (2) times the Executive’s 's Annual Base Salary as defined in Section 5(a) of this Agreement, which amount shall be payable in twenty-four (24) equal monthly installments. In addition, Executive shall be entitled to a continuation of health, accident, life and disability insurance benefits for twenty-four (24) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s 's independent auditors, Executive shall remit to Corporation the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s 's employment is involuntarily terminated by Corporation without Cause and no Change in Control shall have occurred at the date of such termination, Corporation shall pay Executive an amount equal to and no greater than two three (23) times the Executive’s 's Annual Base Salary as defined in Section 5(a) of this Agreement, which amount shall be payable in twentythirty-four six (2436) equal monthly installments. In addition, Executive shall be entitled to a continuation of health, accident, life and disability insurance benefits for twentythirty-four six (2436) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s 's independent auditors, Executive shall remit to Corporation the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.