Common use of Change in Control Bonus Clause in Contracts

Change in Control Bonus. Upon consummation of a "Sale of the Company," if the Employee is employed by the Company immediately prior thereto, he will be entitled to receive a payment from the Company in the amount of 250% of his (i) then current base salary plus (ii) target annual bonus, reduced by his "Option Gain" and subject to any applicable withholding or employment taxes. Such amount (the "Change in Control Bonus") will be paid to the Employee in immediately available funds in a lump-sum at the time such Sale of the Company is consummated. The foregoing to the contrary notwithstanding, the Employee will only be entitled to receive the Change in Control Bonus if the Change in Control Bonus is previously approved by a vote of more than seventy-five percent (75%) of the voting power of the Company's outstanding stock immediately before any Sale of the Company. For purposes of this Agreement, the following terms have the meanings set forth below: "Sale of the Company" - a (i) a stock sale, merger, consolidation, combination, reorganization or other transaction resulting in less than fifty percent (50%) of the combined voting power of the surviving or resulting entity being owned by the shareholders of the Company immediately prior to such transaction or (ii) the sale or other disposition of all or substantially all of the assets or business of the Company (other than, in the case of either clause (i) or (ii) above, in connection with any employee benefit plan of the Company or an Affiliate); provided, however, that a public offering of the capital stock of the Company shall not be a "Sale of the Company."