Common use of No Change in Control Has Occurred Clause in Contracts

No Change in Control Has Occurred. If there has been no Change in Control within twenty-four (24) months prior to Executive’s termination pursuant to this Section 3.4 or within ninety (90) days following Executive’s termination pursuant to this Section 3.4: A. For a period of twelve (12) months following the effective date of Executive’s termination, the Company shall continue to pay Executive his Base Salary at the rate in effect just prior to the time a Notice of Termination is delivered, payable according to the Company’s normal payroll practices; provided, however, that the payments for the first six months following Executive’s termination in excess of the lesser of (i) two times the Executive’s Base Salary, and (ii) $490,000 (or such greater amount as may then be permitted under Treasury Regulation 409A-1(b)(9)(iii)(A) or any successor thereto), shall be deferred, and shall not be paid, until the first day of the seventh month following Executive’s termination; B. If Executive elects to continue his Company-provided group health benefits at the level in effect as of the date of termination under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall pay the premiums for Executive’s COBRA continuation coverage (for Executive and Executive’s dependents, if applicable) for a period of up to eighteen (18) months; and C. Company shall make available to Executive for a period of twelve (12) months after termination, outplacement services provided that (i) the outplacement program and the provider of which shall be selected by Company and (ii) the outplacement services are performed within such 12-month period.

No Change in Control Has Occurred. If there has been no Change in Control within twenty-four (24) months prior to ExecutiveEmployee’s termination pursuant to this Section 3.4 or within ninety (90) days following ExecutiveEmployee’s termination pursuant to this Section 3.4: A. For a period of twelve (12) months following the effective date of ExecutiveEmployee’s termination, the Company shall continue to pay Executive Employee his Base Salary base salary at the rate in effect just prior to the time a Notice of Termination is delivered, payable according to the Company’s normal payroll practices; provided, however, that the payments for the first six months following ExecutiveEmployee’s termination in excess of the lesser of (i) two times the ExecutiveEmployee’s Base Salarybase salary, and (ii) $490,000 (or such greater amount as may then be permitted under Treasury Regulation 409A-1(b)(9)(iii)(A) or any successor thereto), shall be deferred, and shall not be paid, until the first day of the seventh month following ExecutiveEmployee’s termination; B. Company shall make available to Employee, at the Company’s expense, outplacement services provided that (i) the outplacement program and the provider of which shall be approved by Company, (ii) the outplacement services are performed within 12 months following the effective date of Employee’s termination, and (iii) the total cost of such Company-paid outplacement services shall not exceed $4,000; and C. If Executive Employee elects to continue his Company-provided group health benefits at the level in effect as of the date of termination under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall pay the premiums for ExecutiveEmployee’s COBRA continuation coverage (for Executive Employee and ExecutiveEmployee’s dependents, if applicable) for a period of up to eighteen (18) months; and C. Company shall make available to Executive for a period of twelve (12) months after termination, outplacement services provided that (i) the outplacement program and the provider of which shall be selected by Company and (ii) the outplacement services are performed within such 12-month period.

No Change in Control Has Occurred. If there has been no Change in Control within twenty-four (24) months prior to ExecutiveEmployee’s termination pursuant to this Section 3.4 or within ninety (90) days following ExecutiveEmployee’s termination pursuant to this Section 3.4: A. For a period of twelve (12) months following the effective date of ExecutiveEmployee’s termination, the Company shall continue to pay Executive his Base Salary Employee his/ her base salary at the rate in effect just prior to the time a Notice of Termination is delivered, payable according to the Company’s normal payroll practices; provided, however, that the payments for the first six months following ExecutiveEmployee’s termination in excess of the lesser of (i) two times the ExecutiveEmployee’s Base Salarybase salary, and (ii) $490,000 (or such greater amount as may then be permitted under Treasury Regulation 409A-1(b)(9)(iii)(A) or any successor thereto), shall be deferred, and shall not be paid, until the first day of the seventh month following ExecutiveEmployee’s termination; B. Company shall make available to Employee, at the Company’s expense, outplacement services provided that (i) the outplacement program and the provider of which shall be approved by Company, (ii) the outplacement services are performed within 12 months following the effective date of Employee’s termination, and (iii) the total cost of such Company-paid outplacement services shall not exceed $4,000; and C. If Executive Employee elects to continue his Company-provided group health benefits at the level in effect as of the date of termination under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall pay the premiums for ExecutiveEmployee’s COBRA continuation coverage (for Executive Employee and ExecutiveEmployee’s dependents, if applicable) for a period of up to eighteen (18) months; and C. Company shall make available to Executive for a period of twelve (12) months after termination, outplacement services provided that (i) the outplacement program and the provider of which shall be selected by Company and (ii) the outplacement services are performed within such 12-month period.