Common use of Payments Upon Involuntary Termination by the Company Without Cause or Voluntary Termination of the Executive with Good Reason Clause in Contracts

Payments Upon Involuntary Termination by the Company Without Cause or Voluntary Termination of the Executive with Good Reason. Following a termination by the Company without Cause or by the Executive for Good Reason, the Company shall pay or provide to the Executive in addition to the payments and benefits in Section 4.2.1 above: (i) Base Salary at the rate in effect on the Termination Date and continuing for twelve (12) months thereafter, payable at the same intervals at which active employees at the Executive’s level are paid; (ii) an amount equal to one hundred percent (100%) of the Executive’s annual cash incentive payment at target, payable once in a lump sum at the same time that the Company pays annual cash incentives to its active employees pursuant to its then current annual incentive program; (iii) twelve (12) months of continued health and welfare benefit plan coverage following the Termination Date (excluding any additional vacation accrual or sick leave) at active employee levels, if and to the extent the Executive was participating in any such plans on the Termination Date, provided that the Executive remits monthly premiums for the full cost of any health benefits; (iv) executive level career transition assistance services by a firm selected by the Executive and approved by the Company in an amount not to exceed $8,000.00 in the aggregate (which amount includes any applicable gross-up for any taxes due for such payment); and (v) a cash payment each month during the twelve (12) month period following the Termination Date equal to the full monthly premium for the health benefits described in clause (iii) above minus the active employee cost of such coverage, such full monthly premium to be grossed-up by the Company for any applicable income taxes. Notwithstanding any other provision of this Agreement, as consideration for the pay and benefits that the Company shall provide the Executive pursuant to this Section 4.2.2, the Executive shall provide the Company an enforceable waiver and release agreement in a form that the Company normally requires.

Payments Upon Involuntary Termination by the Company Without Cause or Voluntary Termination of the Executive with Good Reason. Following a termination by the Company without Cause or by the Executive for Good Reason, the Company shall pay or provide to the Executive in addition to the payments and benefits in Section 4.2.1 above: (i) 1.5 times the Executive’s Base Salary at the rate in effect on the Termination Date and continuing for twelve (12) months thereafter, payable at the same intervals at which active employees at the Executive’s level are paid; (ii) an amount equal to one hundred fifty percent (100150%) of the Executive’s annual cash incentive payment at target, payable once in a lump sum at the same time that the Company pays annual cash incentives to its active employees pursuant to its then current annual incentive program; (iii) twelve eighteen (1218) months of continued health and welfare benefit plan coverage following the Termination Date (excluding any additional vacation accrual or sick leave) at active employee levels, if and to the extent the Executive was participating in any such plans on the Termination Date, provided that the Executive remits monthly premiums for the full cost of any health benefits; (iv) executive level career transition assistance services by a firm selected by the Executive and approved by the Company in an amount not to exceed $8,000.00 in the aggregate (which amount includes any applicable gross-up for any taxes due for such payment); and (v) a cash payment each month during the twelve eighteen (1218) month period following the Termination Date equal to the full monthly premium for the health benefits described in clause (iii) above minus the active employee cost of such coverage, such full monthly premium to be grossed-up by the Company for any applicable income taxes. Notwithstanding any other provision of this Agreement, as consideration for the pay and benefits that the Company shall provide the Executive pursuant to this Section 4.2.2, the Executive shall provide the Company an enforceable waiver and release agreement in a form that the Company normally requires.” 4. A new Section 4.2.3 is added at the end of Agreement Section 4.2 to read as follows: