Common use of Basic Benefits Clause in Contracts

Basic Benefits. If on or before the second anniversary of the Change of Control Date (x) the Company terminates the Employee's employment for any reason other than for Cause or Disability or (y) the Employee voluntarily terminates his employment for Good Reason, then the Company shall pay the Employee the following amounts: (i) the Employee's Base Salary earned through the Date of Termination (the "Earned Salary"); (ii) a cash amount (the "Severance Amount") equal to the product of two and the sum of (A) the Employee's annual Base Salary; and (B) the higher of the annual bonuses payable to the Employee in respect of either of the two fiscal years ended immediately preceding the fiscal year in which the Change of Control occurs; and (iii) any vested amounts or benefits owing to the Employee under the Company's otherwise applicable employee benefit plans and programs, including any compensation previously deferred by the Employee (together with any accrued earnings thereon) and not yet paid by the Company and any accrued vacation pay not yet paid by the Company (the "Accrued Obligations"). The Earned Salary and Severance Amount shall be paid in a single lump sum as soon as practicable, but in no event more than ten business days (or at such earlier date required by law) following the Employee's Date of Termination. Accrued Obligations shall be paid in accordance with the terms of the applicable plan, program or arrangement. In addition to the other benefits provided in this Section, on the Change of Control Date, the Employee shall, subject to the provisions of Section 3(e)(iii), become fully vested in any and all outstanding stock options granted to Employee for shares of common stock of the Company or to the extent that such options are not vested, shall receive a lump-sum cash payment equal to the spread of all non-vested, forfeited options as of the date such options are forfeited.

Basic Benefits. If on or before the second anniversary of the Change of Control Date (x) the Company terminates the Employee's employment for any reason other than for Cause or Disability or (y) the Employee voluntarily terminates his employment for Good Reason, then the Company shall pay the Employee the following amounts: (i) the Employee's Base Salary earned through the Date of Termination (the "Earned Salary"); (ii) a cash amount (the "Severance Amount") equal to the product of two and the sum of (A) the Employee's annual Base Salary; and (B) the higher of the annual bonuses payable to the Employee in respect of either of the two fiscal years ended immediately preceding the fiscal year in which the Change of Control occurs; and (iii) any vested amounts or benefits owing to the Employee under the Company's otherwise applicable employee benefit plans and programs, including any compensation previously deferred by the Employee (together with any accrued earnings thereon) and not yet paid by the Company and any accrued vacation pay not yet paid by the Company (the "Accrued Obligations"). The Earned Salary and Severance Amount shall be paid in a single lump sum as soon as practicable, but in no event more than ten business days (or at such earlier date required by law) following the Employee's Date of Termination. Accrued Obligations shall be paid in accordance with the terms of the applicable plan, program or arrangement. In addition to the other benefits provided in this Section, on the Change of Control Date, the Employee shall, subject to the provisions of Section 3(e)(iii), become fully vested in any and all outstanding stock options granted to Employee for shares of common stock of the Company or to the extent that such options are not vested, shall receive a lump-sum cash payment equal to the spread of all non-vested, forfeited options as of the date such options are forfeited.

Basic Benefits. If (x) on or before the second anniversary of the Change of in Control Date (xi) the Company terminates the Employee's Executive’s employment for any reason other than for Cause or Disability or (yii) the Employee Executive voluntarily terminates his employment for Good Reason or (y) the Executive voluntarily terminates his employment for any reason at any time within the 60-day period beginning on the 181st day following the Change in Control Date or (z) if the Executive’s employment is terminated by the Company for any reason other than death, Disability or Cause or by the Executive for Good Reason, after the execution of a Definitive Agreement but prior to the consummation thereof and the transaction contemplated by such Definitive Agreement are consummated, then the Company shall pay to the Employee Executive the following amounts: (i) the Employee's Executive’s Base Salary earned through the Date of Termination (the "“Earned Salary"”); (ii) a cash amount (the "“Severance Amount"”) equal to the product of two and times the sum of (A) the Employee's annual Executive’s Annual Base Salary; and (B) the higher of the annual bonuses amount that would have been payable to the Employee in respect of either of Executive as a bonus for the two fiscal years ended immediately preceding the fiscal year in which the Change of Control occurs, determined by multiplying the Executive’s annual Base Salary by his Participant’s Percentage Participation (“PPP”) established for such year under the Company’s Executive Incentive Compensation Plan (or any successor plan thereto); and (iii) any vested amounts or benefits owing to the Employee Executive under the Company's ’s otherwise applicable employee benefit plans and programs, including any compensation previously deferred by the Employee Executive (together with any accrued earnings thereon) and not yet paid by the Company and any accrued vacation pay not yet paid by the Company (the "“Accrued Obligations"”). The Earned Salary and Severance Amount shall be paid in a single lump sum as soon as practicable, but in no event more than ten business days (or at such earlier date required by law) following the Employee's Executive’s Date of Termination. Accrued Obligations shall be paid in accordance with the terms of the applicable plan, program or arrangement. In addition to the other benefits provided in this Section, on the Change of Control Date, the Employee shall, subject to the provisions of Section 3(e)(iii), become fully vested in any and all outstanding stock options granted to Employee for shares of common stock of the Company or to the extent that such options are not vested, shall receive a lump-sum cash payment equal to the spread of all non-vested, forfeited options as of the date such options are forfeited.