Common use of Change in Control Severance Protection Clause in Contracts

Change in Control Severance Protection. If a Severance Event occurs, then the Executive will be entitled to receive any accrued and unpaid compensation, consisting of the unpaid amount, if any, of Executive’s previously earned base salary; the unpaid amount, if any, of the bonus earned by the Executive for the preceding year; and any vested payments and benefits accrued by the Executive under and in accordance with the terms of any employee plan in which the Executive was a participant. In addition, subject to the provisions hereof, including, as applicable, the release and other conditions set forth in Section 4 and the non-duplication provisions of Section 6, the Executive will be entitled to receive the following payments and benefits: (a) a single sum cash payment equal to the product of (i) the amount of the Executive’s target bonus opportunity, if any, for the fiscal year in which the Executive’s employment terminates, or, if there is no target bonus opportunity for such year, the amount of the annual bonus earned by the Executive for the preceding year, multiplied by (ii) a fraction, the numerator of which is the number of days elapsed from the beginning of the fiscal year in which the Executive’s employment terminates until the date of such termination, and the denominator of which is 365; (b) a single sum cash payment equal to the greater of (i) an amount equal to [·] times the sum of (A) the Executive’s annual rate of salary in effect on the date the Executive’s employment terminates (or, if greater, the rate in effect immediately before the Change in Control), plus (B) the annual bonus amount described in Section 2(a)(i) above, or (ii) the aggregate amount of the severance or other separation payments the Executive would be entitled to receive by reason of such termination of employment pursuant to the terms of any employment or other agreement by or among the Executive, the Company and/or any affiliates of the Company and/or pursuant to the requirements of applicable law; and (c) continuing and uninterrupted participation in the Company’s group health plan for twelve months following the date of such termination at the same benefit and contribution levels and on the same basis as if the Executive’s employment had continued (which continuing participation will, to the extent permitted, be deemed to be in addition to and not in lieu of statutory or other mandatory continuation coverage that may be available), provided that, if such continuing plan participation is not permitted by the terms of the plan and if, in lieu thereof, the Executive (and/or the Executive’s spouse or a covered dependent) becomes entitled to receive such statutory or other mandatory continuation coverage, the Company shall pay the full cost of such coverage for up to twelve months following the termination of the Executive’s employment (or, if earlier, until the Executive obtains corresponding coverage under a successor employer’s plan).

Change in Control Severance Protection. If a Severance Event occurs, then the Executive will be entitled to receive any accrued and unpaid compensation, consisting of the unpaid amount, if any, of Executive’s previously earned base salary; the unpaid amount, if any, of the bonus earned by the Executive for the preceding year; and any vested payments and benefits accrued by the Executive under and in accordance with the terms of any employee plan in which the Executive was a participant. In addition, subject to the provisions hereof, including, as applicable, the release and other conditions set forth in Section 4 and the non-duplication provisions of Section 6, the Executive will be entitled to receive a single sum cash payment equal to the following payments and benefitssum of: (a) a single sum cash payment an amount equal to the product of (i) the amount of the Executive’s target bonus opportunity, if any, for the fiscal year in which the Executive’s employment terminates, or, if there is no target bonus opportunity for such year, the amount of the annual bonus earned by the Executive for the preceding year, multiplied by (ii) a fraction, the numerator of which is the number of days elapsed from the beginning of the fiscal year in which the Executive’s employment terminates until the date of such termination, and the denominator of which is 365;; plus (b) a single sum cash payment an amount equal to the greater of (i) an amount equal to [·] times the sum of (A) the Executive’s annual rate of salary in effect on the date the Executive’s employment terminates (or, if greater, the rate in effect immediately before the Change in Control), plus (B) the annual bonus amount described in Section 2(a)(i) above, or (ii) the aggregate amount of the severance severance, salary continuation or other separation payments the Executive would be entitled to receive by reason of such termination of employment pursuant to the terms of any employment or other agreement by or among the Executive, the Company and/or any affiliates Affiliates of the Company and/or pursuant to the requirements of applicable law; andplus (c) if the Executive is a covered participant in health insurance under German law, an amount equal to the sum of (i) 50% of the total contributions to such health insurance coverage for the Executive for the 12 months following the termination of the Executive’s employment, or, if less, $7,000.00, plus (ii) an income tax gross-up amount sufficient to enable the Executive to retain the full amount described in (i) on an after tax basis. Notwithstanding the foregoing, if the Executive is a covered participant in a Company-sponsored group health plan maintained in the United States, then, in lieu of the cash payment described in Section 2(c) above, the Executive will have access to continuing and uninterrupted participation in the Company’s such group health plan for twelve 12 months following the date of such termination at the same benefit and contribution levels and on the same basis as if the Executive’s employment had continued (which continuing participation will, to the extent permitted, be deemed to be in addition to and not in lieu of statutory or other mandatory continuation coverage that may be availableavailable under the Consolidated Budget Reconciliation Act of 1986 or similar state law), provided that, if such continuing group health plan participation is not permitted by the terms of the plan and if, in lieu thereof, if the Executive (and/or the Executive’s spouse or a covered dependent) becomes shall be entitled to receive such statutory or other mandatory continuation coverage, the Company shall pay the full cost of such coverage for up to twelve 12 months following the termination of the Executive’s employment (or, if earlier, until the Executive obtains becomes eligible to receive corresponding coverage under a successor employer’s plan). If the Executive’s employment ends before the expiration of the applicable notice period, then the duration of the applicable notice period will be deemed as job tenure of the Executive for the purposes of any employer pension arrangements.