Severance Benefits Outside of the Change in Control Protection Period Contract Clauses (6)

Severance Benefits Outside of the Change in Control Protection Period. If (i) the Executive's employment is terminated by the Company without Cause prior to the effective date of a Change in Control, or (ii) if the Executive's employment is terminated by the Company without Cause or the Executive resigns for Good Reason, in either case, following the expiration of the CIC Protection Period (as defined below), in each case, the Company shall provide the Executive with the following payments and benefits, in addition to the Accrued Payments: (a) Severance Payment. An... amount equal to 1.0 times the sum of (A) the Executive's Base Salary plus (B) the Executive's Average Annual Bonus, payable in regular installments over 12 months in accordance with the Company's general payroll practices beginning on the first payroll date following the Release Effective Date, with the first such installment including any accrued but unpaid amounts; (b) Prorated Bonus Payment; Prior Year Bonus. An amount equal to the Average Annual Bonus, prorated based on the number of days during the year of termination that the Executive was employed prior to the Termination Date, payable in a lump sum on the first payroll date following the Release Effective Date. In addition, to the extent not paid as of the Termination Date, the annual bonus (if any) earned by the Executive for the year immediately preceding the year in which the Termination Date occurs, determined in good faith on a basis consistent with the Company's annual incentive compensation program and payable at the same time as bonuses paid to senior executives of the Company, or, if later, the first payroll date following the Release Effective Date; (c) Medical Benefits. If continued coverage under the Company's health and welfare plans is timely elected by the Executive, payment of any COBRA health and welfare premiums for twelve (12) months following the Termination Date; provided, however, that if the Company determines that payment or reimbursement of COBRA health and welfare premiums would violate the provisions of the Patient Protection and Affordable Care Act or the Health Care and Education Reconciliation Act of 2010, the Company will, in lieu thereof, for twelve (12) months following the Termination Date provide the Executive with a taxable monthly payment, payable on the last day of a given month, in an after-tax amount equal to such COBRA health and welfare premiums for the Executive (i.e., grossed up for all taxes on such payment); and (d) Equity Vesting. With respect to any outstanding equity or equity-based incentive awards held by the Executive under any Company equity incentive plans that are not vested as of the Termination Date: (A) any such award subject solely to time- or service-based vesting shall continue to become vested, exercisable and payable on the same schedule over the twelve (12) month period following the Termination Date as if the Executive had remained actively employed, and (B) any such award subject to performance-based vesting shall continue to become vested, exercisable and payable on the same schedule over the twelve (12) month period following the Termination Date as if the Executive had remained actively employed (x) based on actual performance for any performance period that is completed during such twelve (12) month period, or (y) based on target performance level for any performance period that is not completed during such twelve (12) month period. Executive's outstanding equity awards shall otherwise be subject to the same terms and conditions that apply under the applicable equity plan and award agreements. View More