Common use of Non-Change in Control Termination Payment Clause in Contracts

Non-Change in Control Termination Payment. The Company shall pay the Employee (i) an amount equal to the sum of (A) the Employee’s annual base salary as of the Termination Date plus (B) the amount of the cash incentive award that was paid or payable to the Employee under the Senior Executive Incentive Plan for work performed in the last completed fiscal year immediately preceding the fiscal year in which the Termination Date occurs, which amount shall be payable over a period of one year beginning on the Termination Date in periodic installments in accordance with the Company’s normal payroll practices; provided, however, that any installments that otherwise would be paid during the first sixty (60) days after the Termination Date will be delayed and included in the first installment paid to the Employee on the first payroll date that is more than sixty (60) days after the Termination Date, and (ii) a lump cash payment, no later than sixty (60) days after the Termination Date, in an amount equal to the Employee’s earned but unused vacation time. If the Employee is a “specified employee” (within the meaning of Section 409A of the Code), and if the amount otherwise payable to the Employee under this Paragraph 3(a)(i) during the six-month period beginning on the Termination Date exceeds two times the limitation applicable as of the Termination Date under Section 401(a)(17) of the Code, then such excess amount shall be paid at the end of such six-month period.

Non-Change in Control Termination Payment. The Company shall pay the Employee (i) an amount equal to two (2) times the sum of (A) the Employee’s (x) annual base salary as of the Termination Date plus and (By) the amount of the annual target cash incentive award that was paid or payable to the Employee under the Senior Executive Incentive Plan for work performed Plan, in the last completed fiscal year immediately preceding the fiscal year each case, as in which effect on the Termination Date occursDate, which amount shall be payable over a period of one year two (2) years beginning on the Termination Date in periodic installments in accordance with the Company’s normal payroll practices; , provided, however, that any installments that otherwise would be paid during the first sixty (60) days after the Termination Date will be delayed and included in the first installment paid to the Employee on the first payroll date that is more than sixty (60) days after the Termination Date, Date and (ii) a lump sum cash payment, no later than sixty (60) days after the Termination Date, in an amount equal to the sum of (A) Employee’s earned target annual cash incentive award under the Senior Executive Incentive Plan for the fiscal year in which the Termination Date occurs, multiplied by a fraction, the numerator of which is the number of days in the plan year that have elapsed prior to the Termination Date, and the denominator of which is the total number of days in such plan year and (B) the value of the Employee’s accrued but unused vacation timetime measured as of the Termination Date. If the Employee is a “specified employee” (within the meaning of Section 409A of the Code), and if the amount otherwise payable to the Employee under this Paragraph 3(a)(i3(a) during the six-month six (6)-month period beginning on the Termination Date exceeds two (2) times the limitation applicable as of the Termination Date under Section 401(a)(17) of the Code, then such excess amount shall be paid at the end of such six-month six (6)-month period.

Non-Change in Control Termination Payment. The Company shall pay the Employee (i) an amount equal to the sum of (A) the Employee’s 's annual base salary as of the Termination Date plus (B) the amount of the cash incentive award that was paid or payable to the Employee under the Senior Executive Incentive Plan for work performed in the last completed fiscal year immediately preceding the fiscal year in which the Termination Date occurs, which amount shall be payable over a period of one year beginning on the Termination Date in periodic installments in accordance with the Company’s 's normal payroll practices; provided, however, that any installments that otherwise would be paid during the first sixty (60) days after the Termination Date will be delayed and included in the first installment paid to the Employee on the first payroll date that is more than sixty (60) days after the Termination Date, and (ii) a lump cash payment, no later than sixty (60) days after the Termination Date, in an amount equal to the Employee’s 's earned but unused vacation time. If the Employee is a “"specified employee” " (within the meaning of Section 409A of the Code), and if the amount otherwise payable to the Employee under this Paragraph 3(a)(i) during the six-month period beginning on the Termination Date exceeds two times the limitation applicable as of the Termination Date under Section 401(a)(17401(a)(l 7) of the Code, then such excess amount shall be paid at the end of such six-month period.

Non-Change in Control Termination Payment. The Company shall pay the Employee (i) an amount equal to one-and-a-half (1.5) times the sum of (A) the Employee’s (x) annual base salary as of the Termination Date plus and (By) the amount of the annual target cash incentive award that was paid or payable to the Employee under the Senior Executive Incentive Plan for work performed Plan, in the last completed fiscal year immediately preceding the fiscal year each case, as in which effect on the Termination Date occursDate, which amount shall be payable over a period of one year and a half (1.5) years beginning on the Termination Date in periodic installments in accordance with the Company’s normal payroll practices; , provided, however, that any installments that otherwise would be paid during the first sixty (60) days after the Termination Date will be delayed and included in the first installment paid to the Employee on the first payroll date that is more than sixty (60) days after the Termination Date, Date and (ii) a lump sum cash payment, no later than sixty (60) days after the Termination Date, in an amount equal to the sum of (A) Employee’s earned target annual cash incentive award under the Senior Executive Incentive Plan for the fiscal year in which the Termination Date occurs, multiplied by a fraction, the numerator of which is the number of days in the plan year that have elapsed prior to the Termination Date, and the denominator of which is the total number of days in such plan year and (B) the value of the Employee’s accrued but unused vacation timetime measured as of the Termination Date. If the Employee is a “specified employee” (within the meaning of Section 409A of the Code), and if the amount otherwise payable to the Employee under this Paragraph 3(a)(i3(a) during the six-month six (6)-month period beginning on the Termination Date exceeds two (2) times the limitation applicable as of the Termination Date under Section 401(a)(17) of the Code, then such excess amount shall be paid at the end of such six-month six (6)-month period.

Non-Change in Control Termination Payment. The Company shall pay the Employee (i) an amount equal to one (1) times the sum of (A) the Employee’s (x) annual base salary as of the Termination Date plus and (By) the amount of the annual target cash incentive award that was paid or payable to the Employee under the Senior Executive Incentive Plan for work performed Plan, in the last completed fiscal year immediately preceding the fiscal year each case, as in which effect on the Termination Date occursDate, which amount shall be payable over a period of one (1) year beginning on the Termination Date in periodic installments in accordance with the Company’s normal payroll practices; , provided, however, that any installments that otherwise would be paid during the first sixty (60) days after the Termination Date will be delayed and included in the first installment paid to the Employee on the first payroll date that is more than sixty (60) days after the Termination Date, Date and (ii) a lump sum cash payment, no later than sixty (60) days after the Termination Date, in an amount equal to the sum of (A) Employee’s earned target annual cash incentive award under the Senior Executive Incentive Plan for the fiscal year in which the Termination Date occurs, multiplied by a fraction, the numerator of which is the number of days in the plan year that have elapsed prior to the Termination Date, and the denominator of which is the total number of days in such plan year and (B) the value of the Employee’s accrued but unused vacation timetime measured as of the Termination Date. If the Employee is a “specified employee” (within the meaning of Section 409A of the Code), and if the amount otherwise payable to the Employee under this Paragraph 3(a)(i3(a) during the six-month six (6)-month period beginning on the Termination Date exceeds two (2) times the limitation applicable as of the Termination Date under Section 401(a)(17) of the Code, then such excess amount shall be paid at the end of such six-month six (6)-month period.