Common use of Termination in Connection with a Change in Control Event Clause in Contracts

Termination in Connection with a Change in Control Event. If (i) a condition occurs which constitutes Good Reason and after Employee has complied with the applicable notice period and the Company has failed to remedy such condition, Employee actually resigns (all as described in detail in the definition of “Good Reason” in Section 1) or (ii) the Company terminates Employee’s employment hereunder without Cause, in either case within 12 months after the occurrence of a Change in Control Event, then in lieu of any other payments, rights or benefits under Section 5.3(a), Employee will be entitled to receive an amount equal to one and one-half (1.5) times Employee’s then current Base Salary, payable over 18 months, commencing upon the effective date of the termination of Employee’s employment with the Company, in accordance with the Company’s customary payroll practices for its senior management personnel (the “Change in Control Severance Payment”), plus an amount equal to one (1) times the target Bonus for the year in which such resignation or termination occurs (such amount being payable in a lump sum on such effective date of termination), payable within 2 ½ months following such termination or resignation. In addition, the Options and any restricted stock grants held by Employee immediately prior to his termination shall vest in full. Further, if Employee elects COBRA continuation of his insured group health benefits, the Company will waive the applicable premiums otherwise payable for such COBRA continuation for a period of 18 months (or, if less, for the duration of such COBRA continuation). All payments made under this section shall be subject to Sections 5.6 and 5.7(b) below.

Termination in Connection with a Change in Control Event. If If, prior to the expiration of the Employment Term, (i) a condition occurs which constitutes Good Reason and after Employee has complied with the applicable notice period and the Company has failed to remedy such condition, Employee actually resigns (all as described in detail in the definition of “Good Reason” in Section 1) or ), (ii) the Company terminates Employee’s employment hereunder without Cause, or (iii) if the Board of Directors of the Company gives written notice pursuant to Section 4 hereof notifying Employee that the Board of Directors does not wish to extend the Employment Term, in either each case within 12 within: (a) three (3) months after prior to, or (b) twelve (12) months following, the occurrence of a Change in Control Event, then in lieu of any other payments, rights or benefits under Section 5.3(a), Employee will shall be entitled to receive an amount equal to one and one-half two (1.52.0) times Employee’s then current Base Salary, payable over 18 twenty-four (24) months, commencing upon the effective date of the termination of Employee’s employment with the Company, in accordance with the Company’s customary payroll practices for its senior management personnel (the “Change in Control Severance Payment”), plus an amount equal to one two (12.0) times the target Bonus for the year in which such resignation or termination occurs (such amount being payable in a lump sum on such effective date of termination), plus any of the benefits under Section 3.3 hereof if and to the extent such benefits have accrued through and including such effective date of termination (such accrued benefits being payable within 2 ½ months following in a lump sum on such termination or resignationeffective date of the termination). In addition, the Options and shall vest in full, any vesting requirements for any restricted stock grants held by shall lapse and Employee immediately prior shall continue to his termination shall vest be covered under or be permitted to participate in full. Further, if Employee elects COBRA continuation or receive the benefits described in paragraphs (a) and (c) of his insured group health benefits, Section 3.3 hereof for the Company will waive the applicable premiums otherwise payable for such COBRA continuation for a period of 18 months time during which the Change in Control Severance Payment is payable to Employee (orany amounts to be paid thereunder to be payable to Employee or Employee’s estate, if lessas applicable, for on the duration first day of such COBRA continuationeach calendar quarter with respect to that calendar quarter). All payments made under this section shall be subject to Sections 5.6 and Section 5.7(b) below.

Termination in Connection with a Change in Control Event. If In the event that (a) the Company experiences a Change in Control Event and (b) either (i) a condition occurs which constitutes Good Reason and after Employee has complied with the applicable notice period and the Company has failed terminates your employment effective on a date prior to remedy such condition, Employee actually resigns (all as described the second anniversary of the Change in detail in the definition of “Good Reason” in Section 1) Control Event for any reason other than Cause or (ii) you terminate your employment prior to the Company terminates Employee’s employment hereunder without Causesecond anniversary of the Change in Control Event due to Good Reason, and (c) in either the case within 12 months after the occurrence of a Change in Control Event described in Paragraph (c) of the definition of Change in Control Event, you represent and warrant that, as of the termination of your employment, you have not entered into any understanding or arrangement with the acquiring individual or entity regarding future employment, the Company will (A) make a lump sum payment to you within 45 days of the termination of your employment equal to the sum of: (1) your then current monthly base salary (or, if greater, your monthly base salary as in lieu of any other payments, rights or benefits under Section 5.3(a), Employee will be entitled effect immediately prior to receive the Change in Control Event) multiplied by 24; (2) an amount equal to one and one-half (1.5) times Employee’s then current Base Salary, payable over 18 months, commencing upon the effective amount necessary to pay your COBRA premiums for continuation of group health insurance coverage for 24 months based on such premiums in effect on the date of your termination (or, if greater, your COBRA premiums as in effect immediately prior to the termination of Employee’s employment with the Company, in accordance with the Company’s customary payroll practices for its senior management personnel (the “Change in Control Severance Payment”Event), plus an ; and (3) your full target STI bonus amount equal to one (1) times the target Bonus for the year in which such resignation or your termination of employment occurs (such amount being payable in a lump sum on such effective date of termination), payable within 2 ½ months following such termination or resignation. In addition, the Options and any restricted stock grants held by Employee immediately prior to his termination shall vest in full. Further, if Employee elects COBRA continuation of his insured group health benefits, the Company will waive the applicable premiums otherwise payable for such COBRA continuation for a period of 18 months (or, if lessgreater, your full target STI bonus amount for the duration year in which the Change in Control Event occurs) and (B) effective immediately prior to your termination of such COBRA continuationemployment: (x) fully vest all Restricted Stock Units; (y) fully vest and cause to become immediately exercisable all outstanding stock options granted to you prior to the Change in Control Event; and (z) pay out, within 45 days following your termination of employment, any applicable outstanding Performance Share Award based, as determined in the reasonable discretion of the Compensation Committee, on the pro rata portion of the performance period that has lapsed and the extent to which progress towards the applicable performance goals has been achieved; provided, however, that each outstanding Performance Share Award shall be treated as earned and vested at no less than 33% of the target amount. The payments and benefits under this Section 3.2 are in lieu of the benefits under Section 3.1, and in no event will you be paid benefits under both Sections 3.1 and 3.2. Notwithstanding the foregoing, in the event that (A) the Company experiences a Change in Control Event described in Paragraph (c) of the definition of Change in Control Event and (B) prior to the date of payment under this Section 3.2 you accept a position with the acquirer of the Company’s assets, which in any other Change in Control Event would not justify a termination for Good Reason under clause (b)(ii) of the preceding paragraph, all benefits under Sections 3.1 and 3.2 will be forfeited. The Parties agree and acknowledge that their intent is that none of the benefits payable under this Section 3.2 shall constitute an “excess parachute payment” under Section 280G of the Code that would give rise to an excise tax under Section 4999 of the Code or a loss of deduction under Section 280G of the Code. To give effect to that intent, and notwithstanding any other provision of this Agreement to the contrary, the Parties specifically agree that the aggregate amount of the benefits payable to you or for your benefit that constitute “parachute payments” within the meaning of Section 280G(b)(2) of the Code, under this Agreement or any other agreement or arrangement between you and the Company, shall not exceed 2.99 multiplied by your “base amount,” as defined in Section 280G(b)(3) of the Code (the “Maximum Benefit Amount”). All payments made The Company shall make all calculations and determinations under this section Section 3.2 (including application and interpretation of the Code and related regulatory, administrative and judicial authorities) in good faith, which calculations and determinations shall be subject binding on you absent manifest error. The Company shall provide you with a reasonable opportunity to Sections 5.6 review and 5.7(bcomment on the Company’s calculations. If at any time it is determined that the amount paid to you or for your benefit pursuant to this Agreement or any other agreement or arrangement between you and the Company exceeded the Maximum Benefit Amount, you shall immediately repay the excess to the Company, together with interest from the date of original payment to you at the discount rate applicable under Section 280G(d)(4) belowof the Code.

Termination in Connection with a Change in Control Event. If In the event that (a) the Company experiences a Change in Control Event and (b) either (i) a condition occurs which constitutes Good Reason and after Employee has complied with the applicable notice period and the Company has failed terminates your employment effective on a date prior to remedy such condition, Employee actually resigns (all as described the second anniversary of the Change in detail in the definition of “Good Reason” in Section 1) Control Event for any reason other than Cause or (ii) you terminate your employment prior to the Company terminates Employee’s employment hereunder without Causesecond anniversary of the Change in Control Event due to Good Reason, and (c) in either the case within 12 months after the occurrence of a Change in Control Event described in Paragraph (c) of the definition of Change in Control Event, you represent and warrant that, as of the termination of your employment, you have not entered into any understanding or arrangement with the acquiring individual or entity regarding future employment, the Company will (A) make a lump sum payment to you within 45 days of the termination of your employment equal to the sum of: (1) your then current monthly base salary (or, if greater, your monthly base salary as in lieu of any other payments, rights or benefits under Section 5.3(a), Employee will be entitled effect immediately prior to receive the Change in Control Event) multiplied by 18; (2) an amount equal to one and one-half (1.5) times Employee’s then current Base Salary, payable over the amount necessary to pay your COBRA premiums for continuation of group health insurance coverage for 18 months, commencing upon months based on such premiums in effect on the effective date of your termination (or, if greater, your COBRA premiums as in effect immediately prior to the termination of Employee’s employment with the Company, in accordance with the Company’s customary payroll practices for its senior management personnel (the “Change in Control Severance Payment”Event), plus an ; and (3) your full target STI bonus amount equal to one (1) times the target Bonus for the year in which such resignation or your termination of employment occurs (such amount being payable in a lump sum on such effective date of termination), payable within 2 ½ months following such termination or resignation. In addition, the Options and any restricted stock grants held by Employee immediately prior to his termination shall vest in full. Further, if Employee elects COBRA continuation of his insured group health benefits, the Company will waive the applicable premiums otherwise payable for such COBRA continuation for a period of 18 months (or, if lessgreater, your full target STI bonus amount as in effect for the duration year in which the Change in Control Event occurs) and (B) effective immediately prior to your termination of such COBRA continuationemployment: (x) fully vest all Restricted Stock Units; (y) fully vest and cause to become immediately exercisable all outstanding stock options granted to you prior to the Change in Control Event; and (z) pay out, within 45 days following your termination of employment, any applicable outstanding Performance Share Award based, as determined in the reasonable discretion of the Compensation Committee, on the pro rata portion of the performance period that has lapsed and the extent to which progress towards the applicable performance goals has been achieved; provided, however, that each outstanding Performance Share Award shall be treated as earned and vested at no less than 33% of the target amount. The payments and benefits under this Section 3.2 are in lieu of the benefits under Section 3.1, and in no event will you be paid benefits under both Sections 3.1 and 3.2. Notwithstanding the foregoing, in the event that (A) the Company experiences a Change in Control Event described in Paragraph (c) of the definition of Change in Control Event and (B) prior to the date of payment under this Section 3.2 you accept a position with the acquirer of the Company's assets, which in any other Change in Control Event would not justify a termination for Good Reason under clause (b)(ii) of the preceding paragraph, all benefits under Sections 3.1 and 3.2 will be forfeited. The Parties agree and acknowledge that their intent is that none of the benefits payable under this Section 3.2 shall constitute an "excess parachute payment" under Section 280G of the Code that would give rise to an excise tax under Section 4999 of the Code or a loss of deduction under Section 280G of the Code. To give effect to that intent, and notwithstanding any other provision of this Agreement to the contrary, the Parties specifically agree that the aggregate amount of the benefits payable to you or for your benefit that constitute "parachute payments" within the meaning of Section 280G(b)(2) of the Code, under this Agreement or any other agreement or arrangement between you and the Company, shall not exceed 2.99 multiplied by your "base amount," as defined in Section 280G(b)(3) of the Code (the "Maximum Benefit Amount"). All payments made The Company shall make all calculations and determinations under this section Section 3.2 (including application and interpretation of the Code and related regulatory, administrative and judicial authorities) in good faith, which calculations and determinations shall be subject binding on you absent manifest error. The Company shall provide you with a reasonable opportunity to Sections 5.6 review and 5.7(bcomment on the Company's calculations. If at any time it is determined that the amount paid to you or for your benefit pursuant to this Agreement or any other agreement or arrangement between you and the Company exceeded the Maximum Benefit Amount, you shall immediately repay the excess to the Company, together with interest from the date of original payment to you at the discount rate applicable under Section 280G(d)(4) belowof the Code.

Termination in Connection with a Change in Control Event. If In the event that (a) the Company experiences a Change in Control Event and (b) either (i) a condition occurs which constitutes Good Reason and after Employee has complied with the applicable notice period and the Company has failed terminates your employment effective on a date prior to remedy such condition, Employee actually resigns (all as described the second anniversary of the Change in detail in the definition of “Good Reason” in Section 1) Control Event for any reason other than Cause or (ii) you terminate your employment prior to the Company terminates Employee’s employment hereunder without Causesecond anniversary of the Change in Control Event due to Good Reason, and (c) in either the case within 12 months after the occurrence of a Change in Control Event described in Paragraph (c) of the definition of Change in Control Event, you represent and warrant that, as of the termination of your employment, you have not entered into any understanding or arrangement with the acquiring individual or entity regarding future employment, the Company will (A) make a lump sum payment to you within 45 days of the termination of your employment equal to the sum of: (1) your then current monthly base salary (or, if greater, your monthly base salary as in lieu of any other payments, rights or benefits under Section 5.3(a), Employee will be entitled effect immediately prior to receive the Change in Control Event) multiplied by 18; (2) an amount equal to one and one-half (1.5) times Employee’s then current Base Salary, payable over the amount necessary to pay your COBRA premiums for continuation of group health insurance coverage for 18 months, commencing upon months based on such premiums in effect on the effective date of your termination (of, if greater, your COBRA premiums as in effect immediately prior to the termination of Employee’s employment with the Company, in accordance with the Company’s customary payroll practices for its senior management personnel (the “Change in Control Severance Payment”Event), plus an ; and (3) your full target STI bonus amount equal to one (1) times the target Bonus for the year in which such resignation or your termination of employment occurs (such amount being payable in a lump sum on such effective date of termination), payable within 2 ½ months following such termination or resignation. In addition, the Options and any restricted stock grants held by Employee immediately prior to his termination shall vest in full. Further, if Employee elects COBRA continuation of his insured group health benefits, the Company will waive the applicable premiums otherwise payable for such COBRA continuation for a period of 18 months (or, if lessgreater, your full target STI bonus amount for the duration year in which the Change in Control Event occurs) and (B) effective immediately prior to your termination of such COBRA continuationemployment: (x) fully vest all Restricted Stock Units; (y) fully vest and cause to become immediately exercisable all outstanding stock options granted to you prior to the Change in Control Event; and (z) pay out, within 45 days following your termination of employment, any applicable outstanding Performance Share Award based, as determined in the reasonable discretion of the Compensation Committee, on the pro rata portion of the performance period that has lapsed and the extent to which progress towards the applicable performance goals has been achieved; provided, however, that each outstanding Performance Share Award shall be treated as earned and vested at no less than 33% of the target amount. The payments and benefits under this Section 3.2 are in lieu of the benefits under Section 3.1, and in no event will you be paid benefits under both Sections 3.1 and 3.2. Notwithstanding the foregoing, in the event that (A) the Company experiences a Change in Control Event described in Paragraph (c) of the definition of Change in Control Event and (B) prior to the date of payment under this Section 3.2 you accept a position with the acquirer of the Company’s assets, which in any other Change in Control Event would not justify a termination for Good Reason under clause (b)(ii) of the preceding paragraph, all benefits under Sections 3.1 and 3.2 will be forfeited. The Parties agree and acknowledge that their intent is that none of the benefits payable under this Section 3.2 shall constitute an “excess parachute payment” under Section 280G of the Code that would give rise to an excise tax under Section 4999 of the Code or a loss of deduction under Section 280G of the Code. To give effect to that intent, and notwithstanding any other provision of this Agreement to the contrary, the Parties specifically agree that the aggregate amount of the benefits payable to you or for your benefit that constitute “parachute payments” within the meaning of Section 280G(b)(2) of the Code, under this Agreement or any other agreement or arrangement between you and the Company, shall not exceed 2.99 multiplied by your “base amount,” as defined in Section 280G(b)(3) of the Code (the “Maximum Benefit Amount”). All payments made The Company shall make all calculations and determinations under this section Section 3.2 (including application and interpretation of the Code and related regulatory, administrative and judicial authorities) in good faith, which calculations and determinations shall be subject binding on you absent manifest error. The Company shall provide you with a reasonable opportunity to Sections 5.6 review and 5.7(bcomment on the Company’s calculations. If at any time it is determined that the amount paid to you or for your benefit pursuant to this Agreement or any other agreement or arrangement between you and the Company exceeded the Maximum Benefit Amount, you shall immediately repay the excess to the Company, together with interest from the date of original payment to you at the discount rate applicable under Section 280G(d)(4) belowof the Code.

Termination in Connection with a Change in Control Event. If In the event that (a) the Company experiences a Change in Control Event and (b) either (i) a condition occurs which constitutes Good Reason and after Employee has complied with the applicable notice period and the Company has failed terminates your employment effective on a date prior to remedy such condition, Employee actually resigns (all as described the second anniversary of the Change in detail in the definition of “Good Reason” in Section 1) Control Event for any reason other than Cause or (ii) you terminate your employment prior to the Company terminates Employee’s employment hereunder without Causesecond anniversary of the Change in Control Event due to Good Reason, and (c) in either the case within 12 months after the occurrence of a Change in Control Event described in Paragraph (c) of the definition of Change in Control Event, you represent and warrant that, as of the termination of your employment, you have not entered into any understanding or arrangement with the acquiring individual or entity regarding future employment, the Company will (A) make a lump sum payment to you within 45 days of the termination of your employment equal to the sum of: (1) your then current monthly base salary (or, if greater, your monthly base salary as in lieu of any other payments, rights or benefits under Section 5.3(a), Employee will be entitled effect immediately prior to receive the Change in Control Event) multiplied by 18; (2) an amount equal to one and one-half (1.5) times Employee’s then current Base Salary, payable over the amount necessary to pay your COBRA premiums for continuation of group health insurance coverage for 18 months, commencing upon months based on such premiums in effect on the effective date of your termination (or, if greater, your COBRA premiums as in effect immediately prior to the termination of Employee’s employment with the Company, in accordance with the Company’s customary payroll practices for its senior management personnel (the “Change in Control Severance Payment”Event), plus an ; and (3) your full target STI bonus amount equal to one (1) times the target Bonus for the year in which such resignation or your termination of employment occurs (such amount being payable in a lump sum on such effective date of termination), payable within 2 ½ months following such termination or resignation. In addition, the Options and any restricted stock grants held by Employee immediately prior to his termination shall vest in full. Further, if Employee elects COBRA continuation of his insured group health benefits, the Company will waive the applicable premiums otherwise payable for such COBRA continuation for a period of 18 months (or, if lessgreater, your full target STI bonus amount for the duration year in which the Change in Control Event occurs) and (B) effective immediately prior to your termination of such COBRA continuationemployment: (x) fully vest all Restricted Stock Units; (y) fully vest and cause to become immediately exercisable all outstanding stock options granted to you prior to the Change in Control Event; and (z) pay out, within 45 days following your termination of employment, any applicable outstanding Performance Share Award based, as determined in the reasonable discretion of the Compensation Committee, on the pro rata portion of the performance period that has lapsed and the extent to which progress towards the applicable performance goals has been achieved; provided, however, that each outstanding Performance Share Award shall be treated as earned and vested at no less than 33% of the target amount. The payments and benefits under this Section 3.2 are in lieu of the benefits under Section 3.1, and in no event will you be paid benefits under both Sections 3.1 and 3.2. Notwithstanding the foregoing, in the event that (A) the Company experiences a Change in Control Event described in Paragraph (c) of the definition of Change in Control Event and (B) prior to the date of payment under this Section 3.2 you accept a position with the acquirer of the Company’s assets, which in any other Change in Control Event would not justify a termination for Good Reason under clause (b)(ii) of the preceding paragraph, all benefits under Sections 3.1 and 3.2 will be forfeited. The Parties agree and acknowledge that their intent is that none of the benefits payable under this Section 3.2 shall constitute an “excess parachute payment” under Section 280G of the Code that would give rise to an excise tax under Section 4999 of the Code or a loss of deduction under Section 280G of the Code. To give effect to that intent, and notwithstanding any other provision of this Agreement to the contrary, the Parties specifically agree that the aggregate amount of the benefits payable to you or for your benefit that constitute “parachute payments” within the meaning of Section 280G(b)(2) of the Code, under this Agreement or any other agreement or arrangement between you and the Company, shall not exceed 2.99 multiplied by your “base amount,” as defined in Section 280G(b)(3) of the Code (the “Maximum Benefit Amount”). All payments made The Company shall make all calculations and determinations under this section Section 3.2 (including application and interpretation of the Code and related regulatory, administrative and judicial authorities) in good faith, which calculations and determinations shall be subject binding on you absent manifest error. The Company shall provide you with a reasonable opportunity to Sections 5.6 review and 5.7(bcomment on the Company’s calculations. If at any time it is determined that the amount paid to you or for your benefit pursuant to this Agreement or any other agreement or arrangement between you and the Company exceeded the Maximum Benefit Amount, you shall immediately repay the excess to the Company, together with interest from the date of original payment to you at the discount rate applicable under Section 280G(d)(4) belowof the Code.

Termination in Connection with a Change in Control Event. If If, prior to the expiration of the Employment Term, (i) a condition occurs which constitutes Good Reason and after Employee has complied with the applicable notice period and the Company has failed to remedy such condition, Employee actually resigns (all as described in detail in the definition of “Good Reason” in Section 1) or ), (ii) the Company terminates Employee’s employment hereunder without Cause, or (iii) if the Board of Directors of the Company gives written notice pursuant to Section 4 hereof notifying Employee that the Board of Directors does not wish to extend the Employment Term, in either each case within 12 within12 months after following the occurrence of a Change in Control Event, then in lieu of any other payments, rights or benefits under Section 5.2(b) or 5.3(a), as applicable, Employee will be entitled to receive an amount equal to one and one-half two (1.52.0) times Employee’s then current Base Salary, payable over 18 24 months, commencing upon the effective date of the termination of Employee’s employment with the Company, in accordance with the Company’s customary payroll practices for its senior management personnel (the “Change in Control Severance Payment”), plus an amount equal to one two (12.0) times the target Bonus for the year in which such resignation or termination occurs (such amount being payable in a lump sum on such effective date of termination), payable within 2 ½ months following such termination or resignation. In addition, the Options and any restricted stock grants held by Employee immediately prior to his termination shall vest in full. Further, if Employee elects COBRA continuation of his insured group health benefits, the Company will waive contribute an amount toward the applicable monthly cost of such coverage equal to the Company’s share of the monthly premiums otherwise payable (at the time of termination) for such COBRA continuation active employees for a period of 18 29 months (or, if less, for the duration of such COBRA continuation). Finally, the special medical expense allowance arrangement described in Section 3.3(c) will be continued for 24 months following Employee’s termination date. All payments made under this section shall be subject to Sections 5.6 and 5.7(b) below.