Common use of Termination in the Event of a Change in Control Clause in Contracts

Termination in the Event of a Change in Control. In the event of a consummation of a Change in Control of the Company, and if, upon such occurrence or within the period of one (1) year following such occurrence or three (3) months before a Change in Control, (i) the Company provides notice of non-renewal pursuant to Section 2, the Company terminates the Employee’s employment pursuant to Section 4.1(d), or the Employee resigns for Good Reason, and (ii) the Employee executes a Separation Agreement, then, subject to compliance with Sections 7, 8, and 9 below: (1) the Company shall pay Employee an amount equal to two (2) times the sum of the Employee’s then-current base salary and Discretionary Bonus Target; (2) the Company shall pay the Employee an amount equal to any earned and accrued but unpaid Discretionary Bonus for the prior fiscal year which has not been previously paid; (3) all equity awards outstanding as of the Termination Date shall vest in full on the Termination Date, except for performance awards for which the performance has not been achieved as of the Termination Date; (4) all performance awards outstanding as of the Termination Date for which performance has not been achieved shall be deemed earned as of the Termination Date at the greater of actual performance or target and shall vest on the Termination Date as to the number of shares earned; and (5) the Company shall continue to pay its share of the costs for Employee’s coverage under the Company’s group health insurance plan for a period of eighteen (18) months (the “Change in Control COBRA Continuation Period”), provided Employee makes an effective COBRA election regarding group health insurance. Except as otherwise required under Section 13.2, all monetary payments referenced in this Section 6.2 shall be made in a lump sum on the first regularly scheduled payroll following the effective date of the Separation Agreement. If Employee obtains alternate group health insurance benefits during the Change in Control COBRA Continuation Period, Employee shall immediately notify Company in writing and Company shall no longer be obligated to pay its share of the costs for continuing Employee’s coverage under the Company’s group health insurance plan. Notwithstanding the foregoing, in the event the equity awards are not assumed or substituted and are cancelled in connection with a Change in Control without the substitution of a cash payment, all equity awards shall vest in full immediately prior to the Change in Control (and the performance awards shall be deemed vested and earned as to the number of shares set forth in (4) above). In order for the Employee to be eligible for the severance benefits under this Section 6.2, the Employee must execute and deliver the Separation Agreement within 21 days from the Termination Date and such Separation Agreement must be binding and irrevocable within 30 days from the Termination Date.

Termination in the Event of a Change in Control. In the event of a consummation of a Change in Control of the Company, and if, upon such occurrence occurrence, or within the period of one six (16) year months following such occurrence occurrence, or within three (3) months before a Change prior to and in Controlanticipation of such occurrence, (i) the Company provides notice of non-renewal pursuant to Section 2, the Company terminates the Employee’s employment pursuant to Section 4.1(d), without Cause or the Employee resigns for Good Reason, and (ii) the Employee executes a Separation AgreementAgreement consistent with Section 6.5.1, then, subject to compliance with Sections 7this Agreement and the Separation Agreement, 8, and 9 belowthe following shall occur: (1a) the Company shall pay Employee an amount equal to two (2) times the sum of the Employee’s then-current base salary and Discretionary Bonus Target; (2) the Company shall pay the Employee an amount equal to any earned and accrued but unpaid Discretionary Bonus bonus(es) and incentive compensation for the prior fiscal year for which same has not been previously paid, plus two (2) times Employee’s then-current Base Salary, plus an amount equal to the target Annual Bonus paid to Employee; and (3b) all equity awards outstanding grants and performance shares under any long-term incentive program granted as compensation then held by the Employee as of the Termination Date shall vest in full on the Termination Date, except for performance awards for which the performance has not been achieved as become fully vested irrespective of the Termination Date; (4) all performance awards outstanding as applicable vesting periods of the Termination Date for which performance has not been achieved shall governing participation plan and/or will be deemed earned as allocated in accordance with the respective provisions of the Termination Date at the greater of actual performance or target and shall vest on the Termination Date as to the number of shares earned; and (5) the such participation plan. Company shall continue to pay its share of the costs for Employee’s coverage under the Company’s group health insurance plan for a period of eighteen twenty-four (1824) months (the “Change in Control COBRA Continuation Severance Period”), provided Employee makes an effective COBRA election regarding group health insurance. Except as otherwise required under Section 13.2, all All monetary payments required to be paid by Company as referenced in this Section 6.2 6.8 shall be made in a paid to Employee by way of one lump sum payment on the first regularly scheduled payroll following the effective date of the Separation Agreement. If Employee obtains alternate group health insurance benefits during the Change in Control COBRA Continuation Severance Period, Employee shall immediately notify Company in writing and Company shall no longer be obligated to pay its share of the costs for continuing Employee’s coverage under the Company’s group health insurance plan. Notwithstanding the foregoing, in the event the equity awards are not assumed or substituted and are cancelled in connection with a Change in Control without the substitution of a cash payment, all equity awards shall vest in full immediately prior to the Change in Control (and the performance awards shall be deemed vested and earned as to the number of shares set forth in (4) above). In order for the Employee to be eligible for the severance benefits under this Section 6.2, the Employee must execute and deliver the Separation Agreement within 21 days from the Termination Date and such Separation Agreement must be binding and irrevocable within 30 days from the Termination Date.

Termination in the Event of a Change in Control. In the event of a consummation of a Change in Control of the Company, and if, upon such occurrence or within the period of one (1) year following such occurrence or three (3) months before and in anticipation of a Change in Control, (i) the Company provides notice of non-renewal pursuant to Section 2, the Company terminates the Employee’s employment pursuant to Section 4.1(d), ) or the Employee resigns for Good Reason, Reason and (ii) the Employee executes a Separation Agreement, then, subject to compliance with Sections 7, 8, and 9 below: (1) the Company shall pay Employee an amount equal to two (2) times the sum of the Employee’s then-current base salary and Discretionary Bonus Target; (2) the Company shall pay the Employee an amount equal to any earned and accrued but unpaid Discretionary Bonus for the prior fiscal year which has not been previously paid; (3) all equity awards outstanding as of the Termination Date shall vest in full on the Termination Datefull, except for performance awards for which the performance has not been achieved as of the Termination Date; (4) all performance awards outstanding as of the Termination Date for which performance has not been achieved shall be deemed earned as of the Termination Date at the greater of actual performance or target and shall vest on the Termination Date as to the number of shares earned; and (5) the Company shall continue to pay its share of the costs for Employee’s coverage under the Company’s group health insurance plan for a period of eighteen twenty-four (1824) months (the “Change in Control COBRA Continuation Severance Period”), provided Employee makes an effective COBRA election regarding group health insurance. Except as otherwise required under Section 13.2, all monetary payments referenced in this Section 6.2 shall be made in a lump sum on the first regularly scheduled payroll following the effective date of the Separation Agreement. If Employee obtains alternate group health insurance benefits during the Change in Control COBRA Continuation Severance Period, Employee shall immediately notify Company in writing and Company shall no longer be obligated to pay its share of the costs for continuing Employee’s coverage under the Company’s group health insurance plan. Notwithstanding the foregoing, foregoing in the event the equity awards are not assumed or substituted and are cancelled in connection with a Change in Control without the substitution of a cash payment, payment all equity awards shall vest in full immediately prior to the Change in Control (and the performance awards shall be deemed vested and earned as to the number of shares set forth in (4) above). In order for the Employee to be eligible for the severance benefits under this Section 6.2, the Employee must execute and deliver the Separation Agreement within 21 days from the Termination Date and such Separation Agreement must be binding and irrevocable within 30 days from the Termination Date.

Termination in the Event of a Change in Control. In the event of a consummation of a Change in Control of the Company, and if, upon such occurrence or within the period of one (1) year following such occurrence or three (3) months before a Change in Control, (i) the Company provides notice of non-renewal pursuant to Section 2, the Company terminates the Employee’s employment pursuant to Section 4.1(d), or the Employee resigns for Good Reason, and (ii) the Employee executes a Separation Agreement, then, subject to compliance with Sections 7, 8, and 9 below: (1) the Company shall pay Employee an amount equal to two (2) times the sum of the Employee’s then-current base salary and Discretionary Bonus Target; (2) the Company shall pay the Employee an amount equal to any earned and accrued but unpaid Discretionary Bonus for the prior fiscal year which has not been previously paid; (3) all equity awards outstanding as of the Termination Date shall vest in full on the Termination Datefull, except for performance awards for which the performance has not been achieved as of the Termination Date; (4) all performance awards outstanding as of the Termination Date for which performance has not been achieved shall be deemed earned as of the Termination Date at the greater of actual performance or target and shall vest on the Termination Date as to the number of shares earned; and (5) the Company shall continue to pay its share of the costs for Employee’s coverage under the Company’s group health insurance plan for a period of eighteen (18) months (the “Change in Control COBRA Continuation Period”), provided Employee makes an effective COBRA election regarding group health insurance. Except as otherwise required under Section 13.2, all monetary payments referenced in this Section 6.2 shall be made in a lump sum on the first regularly scheduled payroll following the effective date of the Separation Agreement. If Employee obtains alternate group health insurance benefits during the Change in Control COBRA Continuation Period, Employee shall immediately notify Company in writing and Company shall no longer be obligated to pay its share of the costs for continuing Employee’s coverage under the Company’s group health insurance plan. Notwithstanding the foregoing, foregoing in the event the equity awards are not assumed or substituted and are cancelled in connection with a Change in Control without the substitution of a cash payment, payment all equity awards shall vest in full immediately prior to the Change in Control (and the performance awards shall be deemed vested and earned as to the number of shares set forth in (4) above). In order for the Employee to be eligible for the severance benefits under this Section 6.2, the Employee must execute and deliver the Separation Agreement within 21 days from the Termination Date and such Separation Agreement must be binding and irrevocable within 30 days from the Termination Date.

Termination in the Event of a Change in Control. In the event of a consummation of a Change in Control of the Company, and if, upon such occurrence or within the period of one (1) year following such occurrence or three (3) months before a Change in Control, (i) the Company provides notice of non-renewal pursuant to Section 2, the Company terminates the Employee’s employment pursuant to Section 4.1(d), ) or the Employee resigns for Good Reason, Reason and (ii) the Employee executes a Separation Agreement, then, subject to compliance with Sections 7, 8, and 9 below: (1) the Company shall pay Employee an amount equal to two (2) times the sum of the Employee’s then-current base salary and Discretionary Bonus Target; (2) the Company shall pay the Employee an amount equal to any earned and accrued but unpaid Discretionary Bonus for the prior fiscal year which has not been previously paid; (3) all equity awards outstanding as of the Termination Date shall vest in full on the Termination Datefull, except for performance awards for which the performance has not been achieved as of the Termination Date; (4) all performance awards outstanding as of the Termination Date for which performance has not been achieved shall be deemed earned as of the Termination Date at the greater of actual performance or target and shall vest on the Termination Date as to the number of shares earned; and (5) the Company shall continue to pay its share of the costs for Employee’s coverage under the Company’s group health insurance plan for a period of eighteen twenty-four (1824) months (the “Change in Control COBRA Continuation Severance Period”), provided Employee makes an effective COBRA election regarding group health insurance. Except as otherwise required under Section 13.2, all monetary payments referenced in this Section 6.2 shall be made in a lump sum on the first regularly scheduled payroll following the effective date of the Separation Agreement. If Employee obtains alternate group health insurance benefits during the Change in Control COBRA Continuation Severance Period, Employee shall immediately notify Company in writing and Company shall no longer be obligated to pay its share of the costs for continuing Employee’s Exhibit 10.6 coverage under the Company’s group health insurance plan. Notwithstanding the foregoing, foregoing in the event the equity awards are not assumed or substituted and are cancelled in connection with a Change in Control without the substitution of a cash payment, payment all equity awards shall vest in full immediately prior to the Change in Control (and the performance awards shall be deemed vested and earned as to the number of shares set forth in (4) above). In order for the Employee to be eligible for the severance benefits under this Section 6.2, the Employee must execute and deliver the Separation Agreement within 21 days from the Termination Date and such Separation Agreement must be binding and irrevocable within 30 days from the Termination Date.