Change in Control Severance Contract Clauses (19)

Change in Control Severance. The Corporation will make the payments provided for in this Section 7 if Executive's Employment is terminated under Section 5 during the term of this Agreement in a manner that constitutes a "separation from service" as that term is defined by Section 409A of the Code, and such termination of Employment occurs either (i) within two years after the date of a Change in Control or (ii) within six months before the date of a Change in Control. (a) Amount and Payment of Cash Payment. The Corporation ...will make a cash payment (the "Cash Payment") to Executive in an amount equal to one times the sum of (A) Executive's then-current Salary (disregarding any reduction in Salary that constitutes Good Reason) and (B) the sum of Executive's cash bonuses under the Corporation's executive annual incentive plan for each of the most recent three complete calendar years of Executive's employment by the Corporation (or such lesser number of complete calendar years as Executive has been employed by the Corporation) divided by three (or the lesser number of complete calendar years for which Executive has been employed by the Corporation). The Cash Payment shall be paid to Executive in a single lump sum in the first payroll occurring on or after the tenth business day after the date Executive's Employment terminates. If Executive dies after becoming entitled to the Cash Payment but before it has been paid in full, any remaining Cash Payments will be made to Executive's designated beneficiary (or Executive's estate if Executive fails to designate a beneficiary). (b) Health Coverage Payment. The Corporation will pay Executive a lump sum equal to twelve (12) times the Corporation's monthly contribution towards Executive's then current employee and dependent health, prescription drug and dental coverage elections, payable in the first payroll occurring on or after the tenth business day after the date Executive's Employment terminates, subject to required payroll withholding. If Executive is not enrolled in the Corporation's health, prescription drug and dental plans, then the monthly contribution will be based on the Corporation's contribution towards family coverage for such plans determined at the time employment terminates. Although the right to payment under this paragraph is based on the Corporation's health, prescription drug and/or dental plan at the time employment terminates and is intended to fund payment for health coverage, the payment is not required to be used for health coverage and Executive may use the payment for any purpose. (c) Acceleration of Vesting. Effective at the time of termination of employment, all unvested stock options and stock previously issued to Executive as to which rights of ownership are subject to forfeiture shall immediately vest; all risk of forfeiture of the ownership of stock or stock options and restrictions on the exercise of options shall lapse; and, Executive shall be entitled to exercise any or all options, such -8- that the underlying shares will be considered outstanding at the time of the termination of employment. (d) Outplacement Services. The Corporation will provide Executive with executive-level outplacement services through an outplacement services firm selected by the Company with the Executive's approval, which shall not be withheld if the firm selected is reputable, for a period not to exceed twelve (12) months after Executive's termination date. The timing of outplacement services to be received shall be determined by the Executive, provided that all costs under this subsection must be incurred, and all applicable payments to the outplacement firm made, within twelve months following Executive's termination of employment. (e) Reductions to Cash Payment. Executive will receive the Cash Payment notwithstanding any other earnings that Executive may have and without offset of any kind except required payroll deductions. View More