Common use of Change of Control and Severance Benefits Clause in Contracts

Change of Control and Severance Benefits. (a) In the event a Change of Control as hereinafter defined occurs during the term of this Agreement, the Executive may choose either of the following two alternatives, if written notice of his choice is given to the Company within one hundred eighty (180) days after such Change of Control (with alternative (i) becoming effective if no notice is timely received by the Company): (i) the term of this Agreement as provided in Section 2 hereof shall continue for two (2) consecutive years (24 months) after the Change of Control or the balance of the term of this Agreement, whichever is greater; and in the event the Executive's employment is terminated without Cause by the Company for reasons other than the Executive's Disability, or the Executive resigns his employment with the Company and all of its subsidiaries for Good Reason within one hundred eighty (180) days after the occurrence of the Good Reason, during the term of this Agreement, except as set forth in Sections 3(b) or 3(c) below, the Executive shall receive as "Severance Benefits" the continuation for eighteen (18) months following his cessation of employment of (A) his annual base salary then in effect (but in no event less than his annual base salary in effect at the Change of Control) and (B) all health and insurance plans as required by federal law, and provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. If the Company reasonably determines that maintaining such health and insurance plans in full force and effect for the benefit of the Executive until eighteen (18) months from the date of cessation of employment is not feasible, the Company shall pay the Executive a lump sum equal to the estimated cost of maintaining such plans for eighteen (18) months, or (ii) the Executive may resign his employment from the Company and, except as set forth in Section 3(b) below, receive as "Severance Benefits" the continuation for the twenty-four (24) months immediately following such Change of Control or the provision of written notice under this Agreement, whichever is later, of his salary and benefits then in effect and the vesting and immediate exercisability of any stock options held by him at that time. Except as set forth in Section 3(c) below in connection with Severance Benefits provided pursuant to clause (i) of this Section 3(a), the Severance Benefits to be provided by the Company under this provision shall be provided without regard to whether the Executive becomes employed by another employer. In addition, the Executive may elect to receive, at his sole option, the total Severance Benefits due him at no discount, in one lump sum payment, payable immediately upon notice to the Company within thirty (30) days after the Executive resigns or his employment is terminated pursuant to this Section 3(a).

Change of Control and Severance Benefits. (a) In the event a Change of Control as hereinafter defined occurs during the term of this AgreementTerm, the Executive may choose either of the following two alternatives, if written notice of his choice is given to the Company within one hundred eighty (180) days after such Change of Control (with alternative (i) becoming effective if no notice is timely received by the Company):provisions shall apply: (i) the term of this Agreement as The Term provided in Section 2 hereof shall continue for two twenty-four (224) consecutive years (24 months) months after the Change of Control or the balance of the term of this AgreementTerm, whichever is greater; . (ii) If, during the Term and in after the event occurrence of a Change of Control, the Executive's employment is terminated without Cause by the Company or the Employer for reasons other than the Executive's DisabilityIncapacity (as defined in Section 4(e)), or the Executive resigns his from employment with the Company and all of its subsidiaries for Good Reason within one hundred eighty (180) days after the occurrence of the Good Reason, during the term of this Agreement, except as set forth in Sections Section 3(b) or 3(c) below, the Executive shall receive as "Severance Benefits" the continuation for eighteen (18) months following his payments or benefits following the Executive's cessation of employment of employment: (A) his Accrued Obligations - the "Accrued Obligations" are the sum of: (1) the Executive's annual base salary through the date of termination; (2) the amount, if any, of any incentive or bonus compensation theretofore earned which has not yet been paid; and (3) any benefits or awards (including both the cash and stock components) which pursuant to the terms of any plans, policies or programs have been earned or become payable, but which have not yet been paid to the Executive (but not including amounts that previously had been deferred at the Executive's request, which amounts will be paid in accordance with the Executive's existing directions). The Accrued Obligations will be paid to the Executive in a lump sum payment of cash or stock, as applicable, as soon as administratively feasible after the date of termination; provided, however, that if payment of any such Accrued Obligation at such time would result in a prohibited acceleration under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), such Accrued Obligation shall be paid at the time the Accrued Obligation would have been paid under the applicable plan, policy, program or arrangement relating to such Accrued Obligation had the Executive remained employed with the Company or the Employer; (B) Salary Continuance Benefit - the "Salary Continuance Benefit" is the payment of the Executive's base salary then in effect (but in no event less than his annual the Executive's base salary in effect at the Change of Control) for the Continuation Period (as defined below). The Salary Continuance Benefit will be paid to the Executive at regular paydays (but not less frequently than monthly) during the Continuation Period; and (C) Health Care Continuance Benefit - the "Health Care Continuance Benefit" is the opportunity to be covered for the Continuation Period (as defined below) under any health care (medical, dental and vision) plan or plans (B) all health "Health Care Plans"), other than a flexible spending account, provided to the Executive and insurance plans the Executive's spouse and dependents at the date of termination, with the Company paying on a monthly or more frequent basis the normal Company paid contribution therefore for similarly situated active employees and with such coverage being available on the same basis as required by federal lawavailable to similarly active employees during such continuation period, and provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programsplans. The following rules shall also apply: (1) If the Company reasonably determines that maintaining it cannot maintain such health and insurance plans in full force and effect coverage for the benefit Executive or the Executive's spouse or dependents under the terms and provisions of such plans and programs (or that such continuation would adversely affect the tax status of the Executive until eighteen (18) months from plan pursuant to which the date of cessation of employment coverage is not feasibleprovided), the Company shall either provide substantially identical benefits directly or through an insurance arrangement or shall pay the Executive a lump sum cash equal to the estimated cost of maintaining the expected Company contribution therefore for the Continuation Period with such plans payments to be made in accordance with the established payroll practices of the Company (not less frequently than monthly) for eighteen (18) months, oremployees generally for the period during which such cash payments are to be provided. (ii2) The Health Care Continuance Benefit as to any Health Care Plan will cease if and when the Executive may resign his employment from has obtained health care coverage under one or more welfare benefit plans of a subsequent employer that provides for equal or greater benefits to the Company and, except as set forth in Section 3(b) below, receive as "Severance Benefits" the continuation for the twenty-four (24) months immediately following such Change of Control or the provision of written notice under this Agreement, whichever is later, of his salary and benefits then in effect Executive and the vesting Executive's spouse and immediate exercisability dependents with respect to the specific type of any stock options held by him at that time. Except as set forth in Section 3(cbenefit. (3) below in connection with Severance Benefits provided pursuant to clause (i) of this Section 3(a)If the Executive dies while receiving a Health Care Continuance Benefit, the Severance Benefits Executive's spouse and dependents will continue to be provided by receive the Company under this provision shall be provided without regard to whether Health Care Continuance Benefit during the remainder of the Continuation Period. (4) The Executive becomes employed by another employerand the Executive's spouse and dependents will become eligible for COBRA continuation coverage as of the date the Health Care Continuance Benefit ceases for all health and dental benefits. In additionFor purposes hereof, the Executive may elect to receive, at his sole option, the total Severance Benefits due him at no discount, in one lump sum payment, payable immediately upon notice to the Company within thirty (30) days after the Executive resigns or his employment is terminated pursuant to this Section 3(a)"Continuation Period" shall mean 12 months.