Common use of Termination and Severance Provisions Clause in Contracts

Termination and Severance Provisions. If, during the Term, Executive’s employment with Employer is involuntarily terminated without Cause or if Employee voluntarily terminates employment with Employer either with Good Reason or without Good Reason, and provided that such termination does not otherwise entitle Executive to receive a Severance Payment (as defined below) under Section 10 of this Agreement, Executive will be entitled to receive a termination payment equal to two (2) times the average of the total base compensation received by Executive for each of the two most recent calendar years (“Termination Payment”). The Termination Payment shall be paid in one lump sum payment, payable on the first day of the seventh month after the month in which the Executive’s termination of employment occurs. Notwithstanding the preceding, in the event that a definitive agreement providing for a Change in Control (each as defined below) is entered into within twelve (12) months after Executive’s involuntary termination without Cause or voluntary termination with or without Good Reason, Executive shall be entitled to receive the difference between the Severance Payment and the Termination Payment. Such difference shall be paid to the Executive on the later of the date of termination, the effective date of the Change in Control, or the first day of the seventh month after the month in which the Executive’s termination of employment occurred.