Common use of Additional Benefits Upon A Change in Control Clause in Contracts

Additional Benefits Upon A Change in Control. (a) In the event a Change of Control (defined below) occurs during the Term, the Executive shall be entitled to receive, simultaneously with the completion of any event giving rise to a Change in Control, a cash lump sum amount equal to: (i) Executive's Accrued Employment Entitlements (in accordance with the terms of the benefit plans providing such benefits, where applicable); plus (ii) Executive's Base Salary for the balance of the Term, plus an amount equal to the most recent Annual Bonus received by the Executive prior to the year in which there is a Change of Control multiplied by the number of years remaining for the balance of the Term (determined without regard to any performance goals); plus (iii) the present value (as determined by a nationally recognized employee benefits consulting firm agreed to by Executive and the Company) of the premiums payable by the Company or the Executive under health, dental, life insurance, disability and accident insurance plans or programs covering Executive for the balance of the Term. (b) In the event of a change of control (as defined in the Company's Long Term Incentive Plan or similar plan or agreement adopted by the Company hereafter pursuant to which stock-based, equity-based or performance compensation is granted to the Executive), any such outstanding stock-based, equity-based or performance compensation awards shall become fully vested and/or exercisable in accordance with the terms of the plan and agreement pursuant to which such compensation award was granted. (c) Notwithstanding any of the provisions of this Agreement, the amount of all payments to be made pursuant to this Section 3.6 after a Change of Control shall not exceed one dollar ($1.00) less than that amount that would cause any such payment to be deemed a "parachute payment" as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "CODE"), and as Section 280G of the Code is then in effect at the time of such payment.

Additional Benefits Upon A Change in Control. (a) In the event a Change of Control (defined below) occurs during the Term, the Executive shall be entitled to receive, simultaneously with the completion of any event giving rise to a Change in of Control, a cash lump sum amount equal to: (i) Executive's Accrued Employment Entitlements (in accordance with the terms of the benefit plans providing such benefits, where applicable); plus (ii) Executive's Base Salary for the balance of the Term, plus an amount equal to the most recent Annual Bonus received by the Executive prior to the year in which there is a Change of Control multiplied by the number of years remaining for the balance of the Term (determined without regard to any performance goals); plus (iii) the present value (as determined by a nationally recognized employee benefits consulting firm agreed to by Executive and the Company) of the premiums payable by the Company or the Executive under health, dental, life insurance, disability and accident insurance plans or programs covering Executive for the balance of the Term. (b) In the event of a change of control (as defined in the Company's Long Term Incentive Plan or similar plan or agreement adopted by the Company hereafter pursuant to which stock-based, equity-based or performance compensation is granted to the Executive), any such outstanding stock-based, equity-based or performance compensation awards shall become fully vested and/or exercisable in accordance with the terms of the plan and agreement pursuant to which such compensation award was granted. (c) Notwithstanding any of the provisions of this Agreement, the amount of all payments to be made pursuant to this Section 3.6 3.7 after a Change of Control shall not exceed one dollar ($1.00) less than that amount that would cause any such payment to be deemed a "parachute payment" as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "CODE"), and as Section 280G of the Code is then in effect at the time of such payment.