Common use of Benefits Upon a Change in Control Clause in Contracts

Benefits Upon a Change in Control. If (i) during the term of this Agreement and while Executive remains an employee of the Companies, the Companies shall be subject to a Change in Control and (ii) within one (1) year following such Change in Control the Companies terminate the employment of Executive involuntarily and without Cause, then in such case Executive shall be entitled to receive the following: (A) Executive's unpaid Base Salary accrued through the Date of Termination, plus (B) the maximum Bonus available to the Employee under SECTION 4(B) for the year in which the termination occurs, pro-rated through the Date of Termination, plus (C) Base Salary payable under SECTION 4(A) for a full one (1) year period commencing on the Date of Termination, such Base Salary to be paid to the Employee in accordance with the Companies’ normal payroll practices over the course of such additional one year period, plus (D) the maximum Bonus available to the Employee under SECTION 4(B) for the one (1) year period commencing on the Date of Termination, such Bonus to be paid to the Employee in accordance with the Companies’ normal payroll practices over the course of such additional one year period, and (E) to the extent required by COBRA only, continuation of group health benefits pursuant to the Companies’ standard programs or in effect at the Date of Termination, for a period of not less than 18 months (or such longer period as may be required by COBRA), provided that Executive makes the necessary conversion. If during the term of this Agreement and while Executive remains an employee of the Companies, the Companies shall be subject to a Change in Control, then in such case Executive shall be entitled to vesting of all of the Executive's unvested Options and other options, warrants and rights relating to capital stock of the Companies which shall immediately become exercisable and the term of any such options (including the Options), warrants and rights shall be extended to the fifth anniversary of the date of such Change in Control.