Benefits upon Termination in Connection with a Change in Control

Benefits upon Termination in Connection with a Change in Control. In the event of the Executive's involuntary termination of employment by the Company for reasons other than termination for Cause, or a voluntary termination of employment by the Executive that constitutes a Termination for Good Reason occurring on or after a Change in Control, the Company shall pay the Executive, or in the event of the Executive's subsequent death, the Executive's beneficiary or estate, as the case may be, as severance pay, a cash lump sum payment equal to one (1) times the... sum of: (i) the highest rate of Base Salary paid to the Executive during the current calendar year of the Executive's date of termination or either of the two (2) calendar years immediately preceding the Executive's date of termination and (ii) the average cash incentive compensation received during the calendar year of the Executive's date of termination and the two (2) calendar years immediately preceding the Executive's date of termination. Such payment shall be payable within thirty (30) days following the Executive's date of termination, and will be subject to applicable withholding taxes. View More