Common use of Certain Benefits Upon Termination Clause in Contracts

Certain Benefits Upon Termination. If, after a change in control of the Company shall have occurred, as defined in Section 1 above, your employment with the Company shall be terminated (including a Constructive Termination) within the Trigger Period by the Company or you other than for Cause, Disability, Retirement or death, and other than by your voluntarily terminating your employment with the Company, then you shall be entitled to the benefits outlined below: (a) the Company shall pay to you within thirty (30) days following the Date of Termination in a lump sum cash payment your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given plus (i) credit for any vacation earned but not taken, (ii) the amount, if any, of any bonus for a past fiscal year which has been earned but not yet been paid to you, and (iii) a pro-rated payment, based on the Company's results as of the Date of Termination, of any bonus due under any Bonus Plan in which you participate; (b) in lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay as severance pay to you within thirty (30) days following the Date of Termination a lump sum amount equal to two (2) times the sum of (i) the amount of your annual base salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination, and (ii) the average annual bonus received by you during the three (3) years immediately preceding the Date of Termination or, if the term of your employment with the Company has been less than the amount of time necessary for full (not partial or pro-rated) participation in the bonus plan for three years, then the average annual bonus received by you in the number of years immediately preceding the Date of Termination (but no more than three) for which you have been a full participant in the bonus plan; or, if the term of your employment has been less than one year, then your average annual bonus will be equal to the total of your bonus for the first four full quarters guaranteed at the time of your employment;

Certain Benefits Upon Termination. If, after a change in control of the Company shall have occurred, as defined in Section 1 above, your employment with the Company shall be terminated (including a Constructive Termination) within the Trigger Period by the Company or you other than for Cause, Disability, Retirement or death, and other than by your voluntarily terminating your employment with the Company, then you shall be entitled to the benefits outlined below: (a) the Company shall pay to you within thirty (30) days following the Date of Termination in a lump sum cash payment your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given plus (i) credit for any vacation earned but not taken, (ii) the amount, if any, of any bonus for a past fiscal year which has been earned but not yet been paid to you, and (iii) a pro-rated payment, based on the Company's results as of the Date of Termination, of any bonus due under any Bonus Plan in which you participate; (b) in lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay as severance pay to you within thirty (30) days following the Date of Termination a lump sum amount equal to two (2) times the sum of (i) the amount of your annual base salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination, and (ii) the average annual bonus received by you during the three (3) years immediately preceding the Date of Termination or, if the term of your employment with the Company has been less than the amount of time necessary for full (not partial or pro-rated) participation in the bonus plan for three years, then the average annual bonus received by you in the number of years immediately preceding the Date of Termination (but no more than three) for which you have been a full participant in the bonus plan; or, if the term of your employment has been less than one year, then your average annual bonus will be equal to the total of your bonus for the first four full quarters guaranteed at the time of your employment;; (c) the Company shall maintain in full force and effect, for your continued benefit until the earlier of (i) two (2) years after the Date of Termination or (ii) you obtain substantially the same coverage from a new employer, all life insurance, medical, health and accident, and disability plans, programs or arrangements in which you were entitled to participate immediately prior to the Date of Termination, provided that your continued participation is possible under the general terms and provisions of such plans and programs. In the event that your participation in any such plan or program is barred, the Company shall use reasonable efforts to arrange to provide you with benefits substantially similar to those which you are entitled to receive under such plans and programs.

Certain Benefits Upon Termination. If, after a change in control of the Company shall have occurred, as defined in Section 1 above, your employment with the Company shall be terminated (including a Constructive Termination) within the Trigger Period by the Company or you other than for Cause, Disability, Retirement or death, and other than by your voluntarily terminating your employment with the Company, then you shall be entitled to the benefits outlined below: (a) the Company shall pay to you within thirty (30) days following the Date of Termination in a lump sum cash payment your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given plus (i) credit for any vacation earned but not taken, (ii) the amount, if any, of any bonus for a past fiscal year which has been earned but not yet been paid to you, and (iii) a pro-rated payment, based on the Company's results as of the Date of Termination, of any bonus due under any Bonus Plan in which you participate; (b) in lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay as severance pay to you within thirty (30) days following the Date of Termination a lump sum amount equal to two and ninety-nine/hundredths (22.99) times the sum of (i) the amount of your annual base salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination, and (ii) the average annual bonus received by you during the three (3) years immediately preceding the Date of Termination or, if the term of your employment with the Company has been less than the amount of time necessary for full (not partial or pro-rated) participation in the bonus plan for three years, then the average annual bonus received by you in the number of years immediately preceding the Date of Termination (but no more than three) for which you have been a full participant in the bonus plan; or, if the term of your employment has been less than one year, then your average annual bonus will be equal to the total of your bonus for the first four full quarters guaranteed at the time of your employment;