and the CIC severance multiple for Messrs. Oakes and Oglesby is 2.5x base salary and target bonus. In addition, the Company will continue to provide the participant and the participant’s dependents who are qualified beneficiaries with health insurance coverage as if he or she were an active employee for up to eighteen (18) months. Further, if both a qualifying termination and a change in control occur within twelve months following the expiration of the Severance Plan term and was pursuant to significant negotiations that occurred during the Severance Plan term, then the participant will be entitled to the benefits described in this paragraph as if the Severance Plan was still in effect.
Under the Severance Plan, if a participant’s employment is terminated by reason of death, the Company will pay the participant (or his or her estate or representative) any unpaid base salary through the participant’s termination date, and any earned but unpaid incentive compensation for any prior performance period, pro rata and to the extent earned. In addition, pursuant to the terms of the Severance Plan and individual Participation Agreements, each participant is entitled to an executive death benefit (as defined in the Severance Plan) under certain circumstances. The executive death benefits for the named executive officers are as follows: Mr. Williams, $2,000,000 (an additional $1,000,000 above the $1,000,000 provided under his employment agreement); and Messrs. Oakes and Oglesby, $1,000,000 each.
Under the Severance Plan, if a participant’s employment is terminated by reason of disability, the Company will pay the participant any unpaid base salary through the participant’s termination date and any earned but unpaid incentive compensation for any prior performance period, pro rata and to the extent earned. In addition, if the participant complies with the covenants described in the Severance Plan and executes a waiver and release acceptable to the Company, then the participant will be entitled to receive a severance payment equal to the participant’s annual base salary, with such severance payment to be paid in twelve (12) equal monthly installments (without interest). In addition, the Company will continue to provide the participant and the participant’s dependents who are qualified beneficiaries with health insurance coverage as if he or she were an active employee for up to twelve (12) months.
Under the Severance Plan, if a participant’s employment is terminated by the Company for cause, the Company will pay the participant any unpaid base salary through the participant’s termination date.
Under the Severance Plan, if a participant’s employment is terminated by the participant without good reason (e.g., voluntary termination), the Company will pay the participant any unpaid base salary through the participant’s termination date, and any earned but unpaid incentive compensation for any prior performance period, pro rata and to the extent earned.
Payment of certain benefits to a participant under the Severance Plan is subject to the participant’s compliance with certain confidentiality, return of Company property, non-diversion, non-compete, non-solicit, non-piracy and non-disparagement provisions during and following the termination of employment with the Company. The participant’s rights, if any, with respect to any performance share awards, restricted stock awards, restricted stock units and/or other equity awards granted to such participant under any Company equity-based incentive plans will be determined under the applicable incentive plan and award agreement(s). All payments and benefits made to a participant under the Severance Plan will be subject to