Common use of Termination of Executive After a Change of Control Clause in Contracts

Termination of Executive After a Change of Control. Notwithstanding Section 2(a), if Executive would otherwise have been entitled to benefits pursuant to Section 2(a) but Executive’s involuntary termination of employment without Cause by the Company occurs on or within eighteen (18) months after a Change of Control (as defined below), or if Executive terminates employment with the Company for Good Reason (as defined below) during such period, Executive shall be paid in lieu of the severance pay benefit described in Section 2(a) a Change of Control severance pay benefit equal to two (2) times Executive’s then-current annual base salary plus two (2) times the greatest of (i) the target bonus for the year preceding the year in which Executive’s termination occurs, (ii) the actual bonus for such prior year or (iii) the target bonus for the year in which the termination of employment occurs. Such amounts shall be payable in compliance with Section 7, in a cash lump sum within than sixty (60) days after Executive’s termination of employment, subject to Executive (i) executing and not revoking a Release no later than fifty-two (52) days following such termination of employment and (ii) remaining in compliance with all applicable restrictive covenants, including those set forth in this Agreement and the ECII Agreement.