Common use of Benefits Upon Change in Control Clause in Contracts

Benefits Upon Change in Control. If a Change in Control of the Company occurs during the term of this Agreement and during the term of Executive's employment with the Company or with any Subsidiary, the Company shall provide the following benefits: (a) The Company shall pay to the Executive in a lump sum in cash within 30 days after the Change of Control Date the sum of $562,500; and (b) Within 30 days after the Change in Control Date, upon surrender by the Executive of his outstanding options to purchase common shares of the Company ("Common Shares") granted to the Executive pursuant to the stock option plans of the Company (the "Outstanding Options"), the Company shall pay the Executive an amount in respect of each Outstanding Option (whether wholly- or partially-vested or not vested) equal to the difference between the exercise price of such Outstanding Options and the higher of (x) the fair market value of the Common Shares at the time of such termination, and (y) the highest price paid for Common Shares by any person or group whose acquisition of voting securities has resulted in a Change in Control of the Company. In the alternative, the Executive may exercise his Outstanding Options, all of which shall be immediately vested; and (c) During the two year period following the Change in Control Date, the Company shall maintain in full force and effect for the continued benefit of the Executive (i) the Company's life and disability insurance programs and the Company's medical, dental and vision plans in which the Executive was entitled to participate immediately prior to the date of the Change in Control, and (ii) the Company's automobile program in which the Executive was entitled to participate immediately prior to the date of the Change in Control. In the event the Executive's participation in any such program or plan is barred or otherwise prevented, the Company shall provide the Executive with after-tax cash or benefits substantially similar to and not less favorable than the benefits which the Executive would otherwise be entitled to receive under such program or plan.

Benefits Upon Change in Control. If a Change in Control of the Company occurs during the term of this Agreement and during the term of Executive's employment with the Company or with any Subsidiary, the Company shall provide the following benefits: (a) The Company shall pay to the Executive in a lump sum in cash within 30 days after the Change of Control Date the sum of $562,5001,500,000; and (b) Within 30 days after the Change in Control Date, upon surrender by the Executive of his outstanding options to purchase common shares of the Company ("Common Shares") granted to the Executive pursuant to the stock option plans of the Company (the "Outstanding Options"), the Company shall pay the Executive an amount in respect of each Outstanding Option (whether wholly- or partially-vested or not vested) equal to the difference between the exercise price of such Outstanding Options and the higher of (x) the fair market value of the Common Shares at the time of such termination, and (y) the highest price paid for Common Shares by any person or group whose acquisition of voting securities has resulted in a Change in Control of the Company. In the alternative, the Executive may exercise his Outstanding Options, all of which shall be immediately vested; and (c) During the two year period following the Change in Control Date, the Company shall maintain in full force and effect for the continued benefit of the Executive (i) the Company's life and disability insurance programs and the Company's medical, dental and vision plans in which the Executive was entitled to participate immediately prior to the date of the Change in Control, and (ii) the Company's automobile program in which the Executive was entitled to participate immediately prior to the date of the Change in Control. In the event the Executive's participation in any such program or plan is barred or otherwise prevented, the Company shall provide the Executive with after-tax cash or benefits substantially similar to and not less favorable than the benefits which the Executive would otherwise be entitled to receive under such program or plan.

Benefits Upon Change in Control. If a Change in Control of the Company occurs during the term of this Agreement and during the term of Executive's employment with the Company or with any Subsidiary, the Company shall provide the following benefits: (a) The Company shall pay to the Executive in a lump sum in cash within 30 days after the Change of Control Date the sum of $562,500750,000; and (b) Within 30 days after the Change in Control Date, upon surrender by the Executive of his outstanding options to purchase common shares of the Company ("Common Shares") granted to the Executive pursuant to the stock option plans of the Company (the "Outstanding Options"), the Company shall pay the Executive an amount in respect of each Outstanding Option (whether wholly- or partially-vested or not vested) equal to the difference between the exercise price of such Outstanding Options and the higher of (x) the fair market value of the Common Shares at the time of such termination, and (y) the highest price paid for Common Shares by any person or group whose acquisition of voting securities has resulted in a Change in Control of the Company. In the alternative, the Executive may exercise his Outstanding Options, all of which shall be immediately vested; and (c) During the two year period following the Change in Control Date, the Company shall maintain in full force and effect for the continued benefit of the Executive (i) the Company's life and disability insurance programs and the Company's medical, dental and vision plans in which the Executive was entitled to participate immediately prior to the date of the Change in Control, and (ii) the Company's automobile program in which the Executive was entitled to participate immediately prior to the date of the Change in Control. In the event the Executive's participation in any such program or plan is barred or otherwise prevented, the Company shall provide the Executive with after-tax cash or benefits substantially similar to and not less favorable than the benefits which the Executive would otherwise be entitled to receive under such program or plan.