Common use of Post-Transition Period Clause in Contracts

Post-Transition Period. Subject to the terms and conditions of this Sections 9(c) and (d) set forth below, solely in the event that this Agreement and Executive’s employment hereunder is terminated after the Transition Period (y) by the LIN Companies Without Cause pursuant to the terms and subject to the conditions of Section 8(b) hereof; or (z) by Executive with Good Reason pursuant to the terms and subject to the conditions of Section 8(c) hereof, then: (i) The Company shall pay to Executive a severance payment (the “Severance Payment”) in an amount equal to the sum of (A) Executive’s Base Salary in effect at the time of such termination and (B) the aggregate amount, if any, of the Performance Bonus most recently awarded to Executive pursuant to Section 5(b) prior to such termination; provided, however, that if such termination occurs prior to the award of Executive’s initial Performance Bonus under this Agreement (or the determination that no such award shall be made), the payment under this clause (B) shall be the maximum applicable Performance Bonus that would otherwise be due had Executive remained employed with the Company. The Severance Payment shall be due and payable in twenty six (26) substantially equal payments following such termination; provided, however, that the payment of the portion of the Severance Payment comprised of any Performance Bonus based upon the determination of the achievement of certain results may be deferred as necessary until the Compensation Committee has made the necessary determinations. (ii) In addition, during the twelve-month period following a termination giving rise to the Severance Payment, the Company shall continue to pay the employer’s normal portion of the costs of Executive’s health and dental insurance premiums in an amount consistent with that paid on the date of termination, provided that Executive chooses to participate in COBRA or a similar health insurance continuation program and provides the Company with proof of such participation. If Executive chooses to receive COBRA coverage from the Company’s group health plans during this twelve-month period, such coverage shall count toward the maximum coverage period permitted under such plan. (iii) The vesting of all Prior Options and Awards which are not otherwise exercisable or vested as of the effective date of termination shall accelerate and each such Prior Option and Award shall be deemed fully vested and exercisable as of the effective date of such termination.