Common use of Cash benefit Clause in Contracts

Cash benefit. If the Executive’s employment terminates involuntarily but without Cause or voluntarily but with Good Reason, in either case within 24 months after a Change in Control, Middlefield shall make a lump-sum payment to the Executive in an amount in cash equal to two times the Executive’s compensation. For this purpose the Executive’s compensation means (x) the sum of the Executive’s base salary when the Change in Control occurs or when employment termination occurs, whichever amount is greater, plus (y) any bonus earned for the most recent whole calendar year before the year in which the Change in Control occurs or for the most recent whole calendar year before the year in which employment termination occurs, whichever amount is greater, regardless of whether the bonus is paid in the year earned and regardless of whether the bonus is subject to elective deferral or vesting. The term bonus means cash or non-cash compensation of the type that is required to be reported as bonus by the Securities and Exchange Commission’s rules governing tabular disclosure of executive compensation, specifically Regulation S-K Item 402 (17 CFR 229.402, currently Item 402(c)(2)(iv)). Unless delay is required under section 1(b), the payment required under this section 1(a) shall be made within five business days after the Executive’s employment termination. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. If the Executive’s employment terminates involuntarily but without Cause before the Change in Control occurs but after discussions regarding the Change in Control commence, then for purposes of this Agreement the Executive’s employment shall be deemed to have terminated immediately after the Change in Control and, unless delay is required under section 1(b), the Executive shall be entitled to the cash benefit under this section 1(a) within five business days after the Change in Control.