Additional Severance. Subject to reduction as may be required under the Agreement, in the event a Change-in-Control occurs and Executive terminates employment for Good Reason during a Change-in-Control Period, or the Company terminates Executive’s employment without Cause (and for reason other than death or Total Disability) during a Change-in-Control Period, the Company will, subject to Executive’s execution of the Release, pay the payments and benefits provided for in Section 5.4 in the same form as provided therein and subject to the same terms and conditions thereunder; provided, however, that (i) the Company will pay Executive an amount equal to Executive’s Base Salary and Target Bonus (as then in effect) for thirty-six (36) months; and, (ii) each outstanding award under the Omnibus Plan that the Company granted to Executive will become fully vested. For purposes of the Agreement, “Change-in-Control” means a change-in-control as defined under the Omnibus Plan. For purposes of the Agreement, “Change-in-Control Period” means the period commencing on the date on which a Change-in-Control occurs and ending on the first anniversary of the date on which a Change-in-Control occurs.
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Additional Severance. Subject to reduction as may be required under the Agreement, in the event a Change-in-Control occurs and Executive terminates employment for Good Reason during a Change-in-Control Period, or the Company terminates Executive’s employment without Cause (and for reason other than death or Total Disability) during a Change-in-Control Period, the Company will, subject to Executive’s execution of the Release, pay the payments and benefits provided for in Section 5.4 in the same form as provided therein and subject to the same terms and conditions thereunder; provided, however, that (i) the Company will pay Executive an amount equal to Executive’s Base Salary and Target Bonus (as then in effect) for thirtytwenty-six four (3624) months; and, (ii) each outstanding award under the Omnibus Plan that the Company granted to Executive will become fully vested. For purposes of the Agreement, “Change-in-Control” means a change-in-control as defined under the Omnibus Plan. For purposes of the Agreement, “Change-in-Control Period” means the period commencing on the date on which a Change-in-Control occurs and ending on the first anniversary of the date on which a Change-in-Control occurs.
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