Common use of Benefits Upon Change in Control Clause in Contracts

Benefits Upon Change in Control. If, at any time after a Change in Control, Officer's employment with the Company is terminated (for any reason, including but not limited to death or retirement, and whether with or without cause and whether by the Officer or the Company), the Company shall be required to provide the following benefits to Officer: (a) The Company shall pay to the Officer in a lump sum in cash, concurrently with the Termination Date if the Company discharges the Officer and within three (3) business days of the Termination Date if the Officer resigns, the aggregate of the following amounts: (i) a cash lump sum payment equal to all the cash compensation due Officer pursuant to the terms of his employment by the Company as of the date of discharge or resignation, including the bonus for the period of his employment prior to the discharge or resignation annualized on a reasonable basis acceptable to Officer; however, if at the end of such year it is determined that Officer's annual compensation for the year in which his discharge resignation falls would have been higher than the annualized amount used to calculate this payment, the Company shall pay Officer an amount in a cash lump sum equal to a proportionate share in the increase based on his period of employment during the year in which Officer was discharged or resigned; and (ii) a cash lump sum payment equal to the highest amount of Officer's annual cash compensation (including without limitation, salary, bonus and any deferrals of salary or bonus) or annualized compensation calculated as described in Section 2(a)(i) during the five years preceding or the year of the Change in Control). (b) In addition to the cash benefits payable pursuant to Section 2(a) hereof, all stock options, restricted stock awards and similar awards granted to Officer by the Company shall immediately vest on the Termination Date, notwithstanding any existing vesting schedule or other terms set forth in any plan or agreement governing the term of such stock options, restricted stock awards and similar awards.

Benefits Upon Change in Control. If, at any time after a Change in Control, Officer's employment with the Company is terminated (for any reason, including but not limited to death or retirement, and whether with or without cause and whether by the Officer or the Company), the Company shall be required to provide the following benefits to Officer: (a) The Company shall pay to the Officer in a lump sum in cash, concurrently with the Termination Date if the Company discharges the Officer and within three (3) business days of the Termination Date if the Officer resigns, the aggregate of the following amounts: (i) a cash lump sum payment equal to all the cash compensation due Officer pursuant to the terms of his employment by the Company as of the date of discharge or resignation, including the bonus for the period of his employment prior to the discharge or resignation annualized on a reasonable basis acceptable to Officer; however, if at the end of such year it is determined that Officer's annual compensation for the year in which his discharge resignation falls would have been higher than the annualized amount used to calculate this payment, the Company shall pay Officer an amount in a cash lump sum equal to a proportionate share in the increase based on his period of employment during the year in which Officer was discharged or resigned; and (ii) a cash lump sum payment equal to the product of two times the highest amount of Officer's annual cash compensation (including without limitation, salary, bonus and any deferrals of salary or bonus) or annualized compensation calculated as described in Section 2(a)(i) during the five years preceding or the year of the Change in Control). (b) In addition to the cash benefits payable pursuant to Section 2(a) hereof, all stock options, restricted stock awards and similar awards granted to Officer by the Company shall immediately vest on the Termination Date, notwithstanding any existing vesting schedule or other terms set forth in any plan or agreement governing the term of such stock options, restricted stock awards and similar awards.