fifty percent Uses in Severance Clause

Severance from Agreement and Plan of Merger and Reorganization

Severance. Prior to the Closing, each of comScore and Rentrak shall adopt and implement severance plans and arrangements reflecting the terms set forth in Schedule 7.7(d) hereto, each of which shall be subject to review and approval of the other party hereto.7.8 Directors' and Officers' Indemnification and Insurance.(a) The Surviving Corporation and its Subsidiaries shall, and comScore shall cause the Surviving Corporation and its Subsidiaries to, honor and fulfill in all respects the obligations of Rentrak and its Subsidiaries under any and all indemnification agreements in effect immediately prior to the Effective Time between Rentrak or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of Rentrak or any of its Subsidiaries prior to the Effective Time (the "Indemnified Parties"). In addition, for a period of six (6) years following the Effective Time, the Surviving Corporation and its Subsidiaries shall, and comScore shall cause the Surviving Corporation and its Subsidiaries to, cause their respective certificates of incorporation and bylaws (and other similar organizational documents) to contain provisions with respect to indemnification, advancement of expenses and exculpation that are at least as favorable as the indemnification, advancement of expenses and exculpation provisions contained in the Articles of Incorporation and bylaws (or other similar organizational documents) of Rentrak and its Subsidiaries immediately prior to the Effective Time, and during such six-year period, such provisions shall not be amended, repealed or otherwise modified in any respect except as and to the extent required by applicable Legal Requirements.(b) For a period of six (6) years following the Effective Time, the Surviving Corporation shall, and comScore shall cause the Surviving Corporation to, maintain in effect the existing policy of Rentrak's directors' and officers' liability insurance (the "D&O Policy") covering claims arising from facts or events that occurred at or prior to the Effective Time (including for acts or omissions occurring in connection with this Agreement and the consummation of the Merger and other transactions contemplated by this Agreement to the extent that such acts or omissions are covered by the D&O Policy) and covering each Indemnified Party who is covered as of the Effective Time by the D&O Policy on terms with respect to coverage and amounts that are no less favorable than those terms in effect on the date hereof; provided, however, that in no event shall comScore or the Surviving Corporation be required to expend in any one year an amount in excess of 200% of the current annual premium paid by Rentrak (which annual premium is set forth on Section 7.8(b) of the Rentrak Disclosure Letter) for such insurance (such 200% amount, the "Maximum Annual Premium"), provided that if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to obtain, and comScore shall cause and financially enable the Surviving Corporation to obtain, a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium. Prior to the Effective Time, notwithstanding anything to the contrary in this Agreement, in lieu of its obligations under this Section 7.8(b), comScore or Rentrak may purchase a six-year "tail" prepaid policy on the D&O Policy on terms and conditions no less advantageous than the D&O Policy, and in the event that comScore shall purchase such a "tail" policy prior to the Effective Time, the Surviving Corporation shall, and comScore shall cause the Surviving Corporation to, maintain such "tail" policy in full force and effect and continue to honor their respective obligations thereunder in lieu of all other obligations of comScore and the Surviving Corporation under this Section 7.8(b) for so long as such "tail" policy shall be maintained in full force and effect.(c) The obligations under this Section 7.8 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other person who is a beneficiary under the D&O Policy or the "tail" policy referred to in Section 7.8(b) (and their heirs and representatives)) without the prior written consent of such affected Indemnified Party or other person who is a beneficiary under the D&O Policy or the "tail" policy referred to in Section 7.8(b) (and their heirs and representatives). Each of the Indemnified Parties or other persons who are beneficiaries under the D&O Policy or the "tail" policy referred to in Section 7.8(b) (and their heirs and representatives) are intended to be third party beneficiaries of this Section 7.8, with full rights of enforcement as if a party thereto. The rights of the Indemnified Parties (and other persons who are beneficiaries under the D&O Policy or the "tail" policy referred to in Section 7.8(b) (and their hei

Severance from Severance Agreement

This SEVERANCE AGREEMENT (the Agreement) is made this 9th day of September, 2013 by and between Global Brass and Copper, Inc. (the Company) and William G. Toler (Executive).

Severance. In the event of the occurrence of any Triggering Event (as hereinafter defined), and subject to the Executives execution, delivery and nonrevocation of the general waiver and release of claims substantially in the form attached as Exhibit A hereto within fifty-five (55) days following a Triggering Event (the Release Condition), (A) the Company shall provide to the Executive a lump sum severance payment (the Severance Payment) in immediately available funds in an amount equal to the sum of (i) one year of base pay at the highest rate of base salary payable to the Executive during the one year period immediately prior to the Triggering Event and (ii) the higher of (x) fifty percent (50%) of the highest rate of base salary payable to the Executive during the one year period immediately prior to the Triggering Event, (y) the target annual bonus amount established for the Executive under any annual bonus plan, such as the Executive Officers 2013 Annual Incentive Plan, the Business Unit Presidents 2013 Annual Incentive Plan, or any similar or successor plan providing annual or short-term incentive payments to the Executive (the Bonus Plan), for the year preceding the Triggering Event, and (z) the average of the annual bonuses earned and paid to the Executive for the three years immediately prior to the year in which the Triggering Event occurs (or such lesser number of full years for which the Executive has been paid an annual bonus), (B) the Company will cause to be provided to the Executive coverage under or equal in value to the Companys health plan, dental plan and life insurance plan and coverage to each dependent of the Executive covered under the health plan and dental plans covering or available to the Executive immediately prior to the Triggering Event on the same terms and conditions as the Company provides such coverages to active employees and dependents and at a cost to the Executive per period of coverage equal to the periodic contribution amount charged to active employees for a period of one year or, if earlier, until the Executive secures comparable coverages under comparable terms and conditions under a successor employers health, dental and life plans. If the Executive has not secured comparable coverage under a successor employers health plan at the end of one year, the Executives rights under COBRA shall begin upon the loss of coverage after the one year continuation described in this Section. Payments and benefits of amounts that do not constitute nonqualified deferred compensation and are not subject to Section 409A (as defined below) shall commence five (5) days after the Release Condition is satisfied and payments and benefits that are subject to Section 409A shall commence on the 60th day after termination of employment (subject to further delay, if required pursuant to Section 3.11(b) below) provided that the Release Condition is satisfied. The Severance Payment and benefits shall be in lieu of any other severance payments or benefits available under the previously executed letter agreement or any severance policy or procedure of the Company or GBCH. The Severance Payment shall be in lieu of and satisfaction of any amount otherwise payable under the Bonus Plan, except as provided in Section 1.03 below.

Severance from Severance Agreement

This SEVERANCE AGREEMENT (the Agreement) is made this 20 day of September, 2013 by and between Global Brass and Copper, Inc. (the Company) and Kevin W. Bense (Executive).

Severance. In the event of the occurrence of any Triggering Event (as hereinafter defined), and subject to the Executives execution, delivery and nonrevocation of the general waiver and release of claims substantially in the form attached as Exhibit A hereto within fifty-five (55) days following a Triggering Event (the Release Condition), (A) the Company shall provide to the Executive a lump sum severance payment (the Severance Payment) in immediately available funds in an amount equal to the sum of (i) one year of base pay at the highest rate of base salary payable to the Executive during the one year period immediately prior to the Triggering Event and (ii) the higher of (x) fifty percent (50%) of the highest rate of base salary payable to the Executive during the one year period immediately prior to the Triggering Event, (y) the target annual bonus amount established for the Executive under any annual bonus plan, such as the Executive Officers 2013 Annual Incentive Plan, the Business Unit Presidents 2013 Annual Incentive Plan, or any similar or successor plan providing annual or short-term incentive payments to the Executive (the Bonus Plan), for the year preceding the Triggering Event, and (z) the average of the annual bonuses earned and paid to the Executive for the three years immediately prior to the year in which the Triggering Event occurs (or such lesser number of full years for which the Executive has been paid an annual bonus), (B) the Company will cause to be provided to the Executive coverage under or equal in value to the Companys health plan, dental plan and life insurance plan and coverage to each dependent of the Executive covered under the health plan and dental plans covering or available to the Executive immediately prior to the Triggering Event on the same terms and conditions as the Company provides such coverages to active employees and dependents and at a cost to the Executive per period of coverage equal to the periodic contribution amount charged to active employees for a period of one year or, if earlier, until the Executive secures comparable coverages under comparable terms and conditions under a successor employers health, dental and life plans. If the Executive has not secured comparable coverage under a successor employers health plan at the end of one year, the Executives rights under COBRA shall begin upon the loss of coverage after the one year continuation described in this Section. Payments and benefits of amounts that do not constitute nonqualified deferred compensation and are not subject to Section 409A (as defined below) shall commence five (5) days after the Release Condition is satisfied and payments and benefits that are subject to Section 409A shall commence on the 60th day after termination of employment (subject to further delay, if required pursuant to Section 3.11(b) below) provided that the Release Condition is satisfied. The Severance Payment and benefits shall be in lieu of any other severance payments or benefits available under the previously executed letter agreement or any severance policy or procedure of the Company or GBCH. The Severance Payment shall be in lieu of and satisfaction of any amount otherwise payable under the Bonus Plan, except as provided in Section 1.03 below.

Severance from Employment Agreement Between

This Employment Agreement dated as of December 12, 2012 (the Effective Date), and Exhibit A attached hereto and incorporated by reference (collectively referred to as the Agreement), sets forth the principal terms of the employment relationship between Alejandra Veltmann (the Employee) and Geokinetics Inc. and/or its subsidiaries (the Company). This Agreement shall supersede any and all previous offers, agreements or understandings between Employee and the Company. The Company and the Employee agree as follows:

Severance. Pursuant to the terms of this Agreement, Company shall pay Employee Severance Pay for the number of months stated in Exhibit A as the Severance Pay Period if (i) the Employee resigns with Good Reason at any time during the term of this Agreement or (ii) the Employees employment is terminated by the Company or its successor without Cause within six months after a Change of Control. Further, pursuant to the terms of this Agreement and provided Employee is not entitled to receive Severance Pay under the preceding sentence, Company shall pay Employee Severance Pay for fifty percent (50%) of the number of months stated in Exhibit A as the Severance Pay Period if Company terminates the Employees employment without Cause within eighteen (18) months after the Effective Date. Employee is not entitled to Severance Pay for a termination based on Death/Disability, resignation without Good Reason, or termination for Cause, unless the Company advises Employee of its intent to enforce Employees non-compete obligations under Section 3.3 of this Agreement. Employee acknowledges and agrees that, regardless of the reason for termination, Employees continued eligibility for Severance Pay, if applicable, is contingent upon Employees compliance with Section 3.3 of this Agreement and that Employee shall not be entitled to any Severance Pay, and Company can discontinue the payment of any Severance Pay, if Employee violates the provisions of Sections 3.3 of this Agreement. Discontinuance of such payments, however, will not prevent the Company from otherwise enforcing Section 3.3 of this Agreement. Severance Pay, if applicable, shall be equivalent to Employees monthly base pay multiplied by the Severance Pay Period. If the Employee agrees to a reduction in base salary at any time, the highest base salary received subsequent to the Effective Date will be used for purposes of calculating the base salary portion of Severance Pay. To the extent Employee is eligible for Severance Pay under this Agreement, such Severance Pay is contingent upon Employees execution of a reasonable Release of All Claims in such form of Release as presented by the Company to Employee (Release) within a time period to be determined by the Company, such period not to exceed fifty (50) days. In the event Employee refuses to sign and/or revokes any such reasonable Release, Employee acknowledges and agrees that Employee shall not be entitled to any Severance Pay so that the Company shall have no further obligation to compensate Employee under this Agreement for termination of employment other than paying earned but unpaid salary and accrued vacation. To the extent Employee is eligible for Severance Pay under this Agreement, the Company shall pay such Severance Pay monthly following Employees separation from

Severance

I am pleased to offer you an employment position with GCT Semiconductor, Inc. (the Company or GCT) pursuant to the following terms and conditions:

Severance. If in connection with or immediately following a Change in Ownership or Change in Management (as defined below) of the Company, the Company terminates your employment without cause (a termination for cause shall be any termination as determined by the Board of Directors of the Company as a result of a (i) conviction of, or a plea of guilty or no contest to a felony under the laws of the United States or any state thereof, (ii) committing an act of fraud against, or the misappropriation of property belonging to the Company; or (iii) a material breach of any confidentiality or proprietary information agreement between yourself and the Company), you shall be entitled to the following severance package: (0 payment equal to One (1) Year of base salary and (ii) an acceleration of the vesting of the unvested shares under any Company stock option then held by you such that 50% of the remaining unvested shares granted under such options shall become vested. Change in Ownership shall mean any transaction or series of transactions, including but not limited to merger(s), consolidation(s), and/or other stock transfer(s) or issuance(s), resulting in the transfer of more than fifty percent (50%) of the Companys voting stock to one or more person(s), corporation(s), partnership(s), limited liability company(ies) and/or other entity(ies) acting alone or in concert. Change in Management shall mean the engagement of a new Chief Executive Officer. If the Company terminates your employment due to any other causes than mentioned above, you shall be entitled to the following severance package: (i) payment equal to Six (6) Month of base salary and (ii) an acceleration of the vesting of the unvested shares under any Company stock option then held by you such that 25% of the remaining unvested shares granted under such options shall become vested.

Severance

I am pleased to offer you an employment position with GCT Semiconductor, Inc. (the Company or GCT) pursuant to the following terms and conditions:

Severance. If in connection with or immediately following a Change in Ownership or Change in Management (as defined below) of the company, the Company terminates your employment without clause (a termination for cause shall be any termination as determined by the Board of Directors of the Company as a result of a (i) conviction of, or a plea of guilty or no contest to a felony under the laws of United States or any state thereof; (ii) committing an act of fraud against, or the misappropriation of property belonging to the Company; or (iii) a material breach of any confidentiality or proprietary information agreement between yourself and the Company), you shall be entitled to the following severance package: (i) payment equal to One (I) Year of base salary and (ii) an acceleration of the vesting of the unvested shares under any Company stock option then held by you such that 60% of the remaining unvested shares granted under such options shall become vested. Change in Ownership shall mean any transaction or series of transactions, including but not limited to merger(s), consolidation(s), and/or other stock transfer(s) or issuance(s), resulting in the transfer of more than fifty percent (50%) of the Companys voting stock to one or more person(s), corporations(s), partnership(s), limited liability company(ies) and/or other entity(ies) acting alone or in concert. Change in Management shall mean the engagement of a new Chief Executive Officer. If the Company terminates your employment due to any other causes than mentioned above, you shall be entitled to the following severance package: (i) payment equal to Six (6) Months of base salary and (ii) an acceleration of the vesting of the unvested shares under any Company stock option then held by you such that 25% of the remaining unvested shares granted under such options shall become vested.

Severance from Employment Agreement

This Employment Agreement dated as of February 10, 2011 (the Effective Date), and Exhibit A attached hereto and incorporated by reference (collectively referred to as the Agreement), sets forth the principal terms of the employment relationship between Diana S. Moore (the Employee) and Geokinetics Inc. and/or its subsidiaries (the Company). This Agreement shall supersede any and all previous offers, agreements or understandings between Employee and the Company. The Company and the Employee agree as follows:

Severance. Pursuant to the terms of this Agreement, Company shall pay Employee Severance Pay for the number of months stated in Exhibit A as the Severance Pay Period if (i) the Employee resigns with Good Reason at any time during the term of this Agreement or (ii) the Employees employment is terminated by the Company or its successor without Cause within six months after a Change of Control. Further, pursuant to the terms of this Agreement and provided Employee is not entitled to receive Severance Pay under the precedin g sentence, Company shall pay Employee Severance Pay for fifty percent (50%) of the number of months stated in Exhibit A as the Severance Pay Period if Company terminates the Employees employment without Cause within eighteen (18) months after the Effective Date. Employee is not entitled to Severance Pay for a termination based on Death/Disability, resignation without Good Reason, or termination for Cause, unless the Company advises Employee of its intent to enforce Employees non-compete obligations under Section 3.3 of this Agreement. Employee acknowledges and agrees that, regardless of the reason for termination, Employees continued eligibility for Severance Pay, if applicable, is contingent upon Employees compliance with Section 3.3 of this Agreement and that Employee shall not be entitled to any Severance Pay, and Company can discontinue the payment of any Severance Pay, if Employee violates the provisions of Sections 3.3 of this Agreement. 160; Discontinuance of such payments, however, will not prevent the Company from otherwise enforcing Section 3.3 of this Agreement. Severance Pay, if applicable, shall be equivalent to Employees monthly base pay multiplied by the Severance Pay Period. If the Employee agrees to a reduction in base salary at any time, the highest base salary received subsequent to the Effective Date will be used for purposes of calculating the base salary portion of Severance Pay. To the extent Employee is eligible for Severance Pay under this Agreement, such Severance Pay is contingent upon Employees execution of a reasonable Release of All Claims in such form of Release as presented by the Company to Employee (Release) within a time period to be determined by the Company, such period not to exceed fifty (50) days. In the event Employee refuses to sign and/or revokes any such reasonable Release, Employee acknowledges and agrees that Employee shall not be entitled to any Severance Pay so that the Company shall have no further obligation to compensate Employee under this Agreement for termination of employment other than paying earned but unpaid salary and accrued vacation. To the extent Employee is eligible for Severance Pay under this Agreement, the Company shall pay such Severance Pay monthly following Employees separation from

Severance

I am writing to memorialize the agreement that we have reached concerning your employment with Stripes LLC (the Company), which agreement shall become effective (Effective Date) contingent upon the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of September 20, 2007, by and among Susser Holdings Corporation (Susser), TCFS Acquisition Corporation, TCFS Holdings, Inc., and certain individuals (the Closing). I would appreciate your reviewing this document and if you find the terms to be agreeable and consistent with our conversation, please sign below and return a copy to me for files.

Severance. Your employment with the Company is at will and the Company may terminate your employment, with or without Cause and you likewise may terminate your employment for any reason. In the event that the Company terminates your employment other than for Cause (as defined below) within twelve (12) months following the Closing, the Company will (a) pay you, in a lump sum as soon as practical following the date of your termination, (i) any accrued and unpaid Base Salary and any accrued vacation through the date of termination and (ii) your annualized Base Salary, (b) allow you, your spouse and your dependents to continue your participation in the Companys group health plan for a period of twelve (12) months following the date of termination at the same rate and with the same co-payment as if you were an active employee of the Company during such period, and thereafter you shall be entitled to continuation of your health plan coverage in accordance with Section 4980B of the Internal Revenue Code of 1986 (COBRA Coverage) in accordance the terms of the Companys group health plan then in effect and (c) reimburse you for reasonable expenses incurred but not reimbursed prior to such termination of employment. In the event that you voluntarily terminate your employment with the Company for any reason within twelve (12) months following the Closing, the Company will (a) pay you, in a lump sum as soon as practical following the date of your termination, (i) any accrued and unpaid Base Salary and any accrued vacation through the date of termination and (ii) fifty percent (50%) of your annualized Base Salary, (b) allow you, your spouse and your dependents to continue your participation in the Companys group health plan for a period of six (6) months following the date of termination at the same rate and with the same co-payment as if you were an active employee of the Company during such period, and thereafter you shall be entitled to COBRA Coverage in accordance the terms of the Companys group health plan then in effect and (c) reimburse you for reasonable expenses incurred but not reimbursed prior to such termination of employment. In the event that the Company terminates your employment for Cause (as defined below) within twelve (12) months following the Closing, the Company will (a) pay you, in a lump sum as soon as practical following the date of your termination any accrued and unpaid Base Salary and any accrued vacation through the date of termination and (b) reimburse you for reasonable expenses incurred but not reimbursed prior to such termination of employment, and you shall be entitled to COBRA Coverage in accordance the terms of the Companys group health plan then in effect. For purposes of this Agreement, Cause shall mean (i) your conviction of, or plea of guilty or nolo contendere to, a felony, or your commission of an act of fraud or embezzlement against the Company or any of its subsidiaries or affiliates; (ii) your willful and material breach of the Agreement which is economically harmful to the Company or any of its subsidiaries or affiliates; (iii) your willful misconduct that is economically injurious to the Company or any of its subsidiaries or affiliates; or (iv) your willful failure to follow the lawful directives of Susser and/or the Company.

Severance from Severance and Change of Control Agreement

THIS AGREEMENT, effective as of the 1st day of January, 2008, is by and between REGENCY CENTERS CORPORATION, a Florida corporation (the "Company") and MARTIN E. STEIN, JR. (the "Employee").

Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employees employment without Cause or the Employee terminating the Employees employment for Good Reason:

Severance from Severance and Change of Control Agreement

THIS AGREEMENT, effective as of the 1st day of January, 2008, is by and between REGENCY CENTERS CORPORATION, a Florida corporation (the Company) and BRUCE M. JOHNSON (the Employee).

Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employees employment without Cause or the Employee terminating the Employees employment for Good Reason: