Common use of Change in Control Termination Benefits Clause in Contracts

Change in Control Termination Benefits. (a) If a Change in Control occurs during the term of this Agreement, the Employer shall make or cause to be made a lump-sum payment to the Executive in an amount in cash equal to three times the Executive’s annual compensation. For this purpose annual compensation means (x) the Executive’s Base Salary when the Change in Control occurs plus (y) any cash bonus or cash incentive compensation earned for the calendar year ended immediately before the year in which the Change in Control occurs, regardless of when the bonus or incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral or vesting. Annual compensation shall be calculated without regard to any deferrals under qualified or nonqualified plans, but annual compensation shall not include interest or other earnings credited to the Executive under qualified or nonqualified plans. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this paragraph (a) is payable within 15 business days after the Change in Control occurs. If the Executive receives payment under this section 5.1 the Executive shall not be entitled to severance under section 4.1 for employment termination occurring after the Change in Control. The Executive shall be entitled to benefits under this section 5.1(a) on no more than one occasion during the term of this Agreement. (b) If the Executive’s employment terminates involuntarily but without Cause or voluntarily but with Good Reason before a Change in Control occurs but after discussions with a third party regarding a Change in Control commence, and if those discussions ultimately conclude with a Change in Control, the Executive shall be deemed to have been terminated after the Change in Control occurred and shall be entitled under this section 5.1(b) to cash in an amount equal to the difference between the amount that would have been payable under section 5.1(a) had the Executive’s employment not terminated before the Change in Control and the amount of cash severance already paid to the Executive after employment termination under section 4.1. The Employer shall pay the benefit under this section 5.1(b) to the Executive in a single lump sum within 15 business days after the later of (x) the first day of the seventh month after the month in which the Executive’s employment terminates and (y) the date of the Change in Control. (c) In addition to insurance benefits under section 4.2 to which the Executive may be entitled after employment termination and the outplacement and other benefits specified in section 4.3, if after a Change in Control the Executive’s employment terminates involuntarily without Cause or voluntarily but for Good Reason the Employer shall cause the Executive to become fully vested in any non-qualified plans, programs, or arrangements in which the Executive participated if the plan, program, or arrangement does not address the effect of a change in control or termination after a change in control.

Change in Control Termination Benefits. (a) If Upon a Change in Control occurs during Control, Executive shall be paid a cash bonus of $50,000. Further, if the term of this AgreementExecutive is terminated involuntarily but without cause within 24 months after a Change in Control, or if the Executive terminates employment voluntarily but with Good Reason within 24 months after a Change in Control, the Employer Executive shall make or cause be entitled to be made a lump-sum payment to the Executive in cash in an amount in cash equal to three two times the Executive’s annual compensation. For this purpose purpose, annual compensation means means (x1) the Executive’s Base Salary when at the time of the Change in Control occurs or at the time Executive’s employment terminates, whichever is greater, plus (y2) any cash bonus bonuses or cash incentive compensation earned for the calendar year ended immediately before the year in which termination of employment occurs or the year in which the Change in Control occurs, whichever is greater, in either case regardless of when the bonus or incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral or vesting. Annual compensation shall be calculated without regard to any deferrals under qualified or nonqualified plans, but annual compensation shall not include interest or other earnings credited to the Executive under qualified or nonqualified plansdeferral. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this paragraph (a) section 5.1 is payable within 15 no later than five business days after the Change Executive’s employment terminates. The Executive shall also be entitled to the benefits specified in Control occurssection 4.3 paragraphs (b), (c), and (d). If the Executive receives payment under this section 5.1 the Executive shall not be entitled to severance under section 4.1 for employment termination occurring after the Change in Control. The Executive shall be entitled to benefits under this section 5.1(a) on no more than one occasion during the term of this Agreement. (b) If the Executive’s is removed from office or if his employment terminates involuntarily but without Cause or voluntarily but with Good Reason before a Change in Control occurs but after discussions with a third party regarding a Change in Control commence, and if those discussions ultimately conclude with a Change in Control, then for purposes of this Employment Agreement the removal of the Executive or termination of his employment shall be deemed to have been terminated occurred after the Change in Control occurred and Control. If the Executive receives payment under section 5.1 he shall not be entitled under this section 5.1(b) to cash in an amount equal to the difference between the amount that would have been payable under section 5.1(a) had the Executive’s employment not terminated before the Change in Control and the amount of cash any additional severance already paid to the Executive after employment termination under section 4.1. The Employer shall pay the benefit under this section 5.1(b) to the Executive in a single lump sum within 15 business days after the later of (x) the first day of the seventh month after the month in which the Executive’s employment terminates and (y) the date of the Change in Control. (c) In addition to insurance benefits under section 4.2 to which the Executive may be entitled after employment termination and the outplacement and other benefits specified in section 4.3, if after a Change in Control the Executive’s employment terminates involuntarily without Cause or voluntarily but for Good Reason the Employer shall cause the Executive to become fully vested in any non-qualified plans, programs, or arrangements in which the Executive participated if the plan, program, or arrangement does not address the effect 4.3(a) of a change in control or termination after a change in controlthis Employment Agreement.

Change in Control Termination Benefits. (a) If a Change in Control occurs during the term of this Agreement, the Employer shall make or cause to be made a lump-sum payment to the Executive in an amount in cash equal to three times the Executive’s annual compensation. For this purpose annual compensation means (x) the Executive’s Base Salary when the Change in Control occurs plus (y) any cash bonus or cash incentive compensation earned for the calendar year ended immediately before the year in which the Change in Control occurs, regardless of when the bonus or incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral or vesting. Annual compensation shall be calculated without regard to any deferrals under qualified or nonqualified plans, but annual compensation shall not include interest or other earnings credited to the Executive under qualified or nonqualified plans. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this paragraph (a) is payable within 15 business days after the Change in Control occurs. If the Executive receives payment under this section 5.1 the Executive shall not be entitled to severance continued Base Salary under section 4.1 for employment termination occurring after the Change in Controlof this Agreement. The Executive shall be entitled to benefits under this section 5.1(a) on no more than one occasion during the term of this Agreement. (b) If the Executive’s employment terminates involuntarily but without Cause or voluntarily but with Good Reason before a Change in Control occurs but after discussions with a third party regarding a Change in Control commence, and if those discussions ultimately conclude with a Change in Control, the Executive shall be deemed to have been terminated after the Change in Control occurred and shall be entitled under this section 5.1(b) to cash in an amount equal to the difference between the amount that would have been payable under section 5.1(a) had the Executive’s employment not terminated before the Change in Control and the amount of cash severance already paid to the Executive after employment termination under section 4.1. The Employer shall pay the benefit under this section 5.1(b) to the Executive in a single lump sum within 15 business days after the later of (x) the first day of the seventh month after the month in which the Executive’s employment terminates and (y) the date of the Change in Control. (c) In addition to insurance benefits under section 4.2 to which the Executive may be entitled after employment termination and the outplacement and other benefits specified in section 4.3, if after a Change in Control the Executive’s employment terminates involuntarily without Cause or voluntarily but for Good Reason the Employer shall cause the Executive to become fully vested in any non-qualified plans, programs, or arrangements in which the Executive participated if the plan, program, or arrangement does not address the effect of a change in control or termination after a change in control.

Change in Control Termination Benefits. (a) If a Change in Control occurs during the term of this Agreement, the Employer shall make or cause to be made a lump-sum payment to the Executive in an amount in cash equal to three times the Executive’s annual compensation. For this purpose annual compensation means (x) the Executive’s Base Salary when the Change in Control occurs plus (y) any cash bonus or cash incentive compensation earned for the calendar year ended immediately before the year in which the Change in Control occurs, regardless of when the bonus or incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral or vesting. Annual compensation shall be calculated without regard to any deferrals under qualified or nonqualified plans, but annual compensation shall not include interest or other earnings credited to the Executive under qualified or nonqualified plans. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this paragraph (a) is payable within 15 business days after the Change in Control occurs. If the Executive receives payment under this section 5.1 the Executive shall not be entitled to severance continued Base Salary under section 4.1 for employment termination occurring after the Change in Controlof this Agreement. The Executive shall be entitled to benefits under this section 5.1(a) on no more than one occasion during the term of this Agreement. (b) If the Executive’s employment terminates involuntarily but without Cause or voluntarily but with Good Reason before a Change in Control occurs but after discussions with a third party regarding a Change in Control commence, and if those discussions ultimately conclude with a Change in Control, the Executive shall be deemed to have been terminated after the Change in Control occurred and shall be entitled under this section 5.1(b) to cash in an amount equal to the difference between the amount that would have been payable under section 5.1(a) had the Executive’s employment not terminated before the Change in Control and the amount of cash severance already paid to the Executive after employment termination under section 4.1. The Employer shall pay the benefit under this section 5.1(b) to the Executive in a single lump sum within 15 business days after the later of (x) the first day of the seventh month after the month in which the Executive’s employment terminates and (y) the date of the Change in Control. (c) In addition to insurance benefits under section 4.2 to which the Executive may be entitled after employment termination and the outplacement and other benefits specified in section 4.3, if after a Change in Control the Executive’s employment terminates involuntarily without Cause or voluntarily but for Good Reason the Employer shall cause the Executive to become fully vested in any non-qualified plans, programs, or arrangements in which the Executive participated if the plan, program, or arrangement does not address the effect of a change in control or termination after a change in control.in

Change in Control Termination Benefits. (a) If the Executive is terminated involuntarily but without cause within 12 months after a Change in Control occurs during Control, or if the term of this AgreementExecutive terminates employment voluntarily but with Good Reason within 12 months after a Change in Control, the Employer Executive shall make or cause be entitled to be made a lump-sum payment to the Executive in cash in an amount in cash equal to three 2.99 times the Executive’s 's annual compensation. For this purpose purpose, annual compensation means (x1) the Executive’s 's Base Salary when at the time of the Change in Control occurs or at the time Executive's employment terminates, whichever is greater, plus (y2) any cash bonus bonuses or cash incentive compensation earned for the calendar year ended immediately before the year in which termination of employment occurs or the year in which the Change in Control occurs, whichever is greater, in either case regardless of when the bonus or incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral or vesting. Annual compensation shall be calculated without regard to any deferrals under qualified or nonqualified plans, but annual compensation shall not include interest or other earnings credited to the Executive under qualified or nonqualified plansdeferral. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this paragraph (a) section 5.1 is payable within 15 no later than five business days after the Change in Control occursExecutive's employment terminates. If the Executive receives payment under this section 5.1 the Executive shall not be entitled to severance under section 4.1 for employment termination occurring after the Change in Control. The Executive shall be entitled to benefits under this section 5.1(a) on no more than one occasion during the term of this Agreement. (b) If the Executive’s is removed from office or if his employment terminates involuntarily but without Cause or voluntarily but with Good Reason before a Change in Control occurs but after discussions with a third party regarding a Change in Control commence, and if those discussions ultimately conclude with a Change in Control, then for purposes of this Employment Agreement the removal of the Executive or termination of his employment shall be deemed to have been terminated occurred after the Change in Control occurred and Control. If the Executive receives payment under section 5.1 he shall not be entitled under this section 5.1(b) to cash in an amount equal to the difference between the amount that would have been payable under section 5.1(a) had the Executive’s employment not terminated before the Change in Control and the amount of cash any additional severance already paid to the Executive after employment termination under section 4.1. The Employer shall pay the benefit under this section 5.1(b) to the Executive in a single lump sum within 15 business days after the later of (x) the first day of the seventh month after the month in which the Executive’s employment terminates and (y) the date of the Change in Control. (c) In addition to insurance benefits under section 4.2 to which the Executive may be entitled after employment termination and the outplacement and other benefits specified in section 4.3, if after a Change in Control the Executive’s employment terminates involuntarily without Cause or voluntarily but for Good Reason the Employer shall cause the Executive to become fully vested in any non-qualified plans, programs, or arrangements in which the Executive participated if the plan, program, or arrangement does not address the effect 4.3(a) of a change in control or termination after a change in controlthis Employment Agreement.

Change in Control Termination Benefits. (a) If the Executive is terminated involuntarily but without cause within 24 months after a Change in Control occurs during Control, or if the term of this AgreementExecutive terminates employment voluntarily but with Good Reason within 24 months after a Change in Control, the Employer Executive shall make or cause be entitled to be made a lump-sum payment to the Executive in cash in an amount in cash equal to three two times the Executive’s annual compensation. For this purpose purpose, annual compensation means (x1) the Executive’s Base Salary when at the time of the Change in Control occurs or at the time Executive’s employment terminates, whichever is greater, plus (y2) any cash bonus bonuses or cash incentive compensation earned for the calendar year ended immediately before the year in which termination of employment occurs or the year in which the Change in Control occurs, whichever is greater, in either case regardless of when the bonus or incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral or vesting. Annual compensation shall be calculated without regard to any deferrals under qualified or nonqualified plans, but annual compensation shall not include interest or other earnings credited to the Executive under qualified or nonqualified plansdeferral. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this paragraph (a) section 5.1 is payable within 15 no later than five business days after the Change Executive’s employment terminates. The Executive shall also be entitled to the benefits specified in Control occurssection 4.3 paragraphs (b), (c), and (d). If the Executive receives payment under this section 5.1 the Executive shall not be entitled to severance under section 4.1 for employment termination occurring after the Change in Control. The Executive shall be entitled to benefits under this section 5.1(a) on no more than one occasion during the term of this Agreement. (b) If the Executive’s is removed from office or if his employment terminates involuntarily but without Cause or voluntarily but with Good Reason before a Change in Control occurs but after discussions with a third party regarding a Change in Control commence, and if those discussions ultimately conclude with a Change in Control, then for purposes of this Employment Agreement the removal of the Executive or termination of his employment shall be deemed to have been terminated occurred after the Change in Control occurred and Control. If the Executive receives payment under section 5.1 he shall not be entitled under this section 5.1(b) to cash in an amount equal to the difference between the amount that would have been payable under section 5.1(a) had the Executive’s employment not terminated before the Change in Control and the amount of cash any additional severance already paid to the Executive after employment termination under section 4.1. The Employer shall pay the benefit under this section 5.1(b) to the Executive in a single lump sum within 15 business days after the later of (x) the first day of the seventh month after the month in which the Executive’s employment terminates and (y) the date of the Change in Control. (c) In addition to insurance benefits under section 4.2 to which the Executive may be entitled after employment termination and the outplacement and other benefits specified in section 4.3, if after a Change in Control the Executive’s employment terminates involuntarily without Cause or voluntarily but for Good Reason the Employer shall cause the Executive to become fully vested in any non-qualified plans, programs, or arrangements in which the Executive participated if the plan, program, or arrangement does not address the effect 4.3(a) of a change in control or termination after a change in controlthis Employment Agreement.

Change in Control Termination Benefits. (a) If Upon a Change in Control occurs during Control, Executive shall be paid a cash bonus of $50,000. Further, if the term of this AgreementExecutive is terminated involuntarily but without cause within 24 months after a Change in Control, or if the Executive terminates employment voluntarily but with Good Reason within 24 months after a Change in Control, the Employer Executive shall make or cause be entitled to be made a lump-sum payment to the Executive in cash in an amount in cash equal to three two times the Executive’s annual compensation. For this purpose purpose, annual compensation means (x1) the Executive’s Base Salary when at the time of the Change in Control occurs or at the time Executive’s employment terminates, whichever is greater, plus (y2) any cash bonus bonuses or cash incentive compensation earned for the calendar year ended immediately before the year in which termination of employment occurs or the year in which the Change in Control occurs, whichever is greater, in either case regardless of when the bonus or incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral or vesting. Annual compensation shall be calculated without regard to any deferrals under qualified or nonqualified plans, but annual compensation shall not include interest or other earnings credited to the Executive under qualified or nonqualified plansdeferral. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this paragraph (a) section 5.1 is payable within 15 no later than five business days after the Change Executive’s employment terminates. The Executive shall also be entitled to the benefits specified in Control occurssection 4.3 paragraphs (b), (c), and (d). If the Executive receives payment under this section 5.1 the Executive shall not be entitled to severance under section 4.1 for employment termination occurring after the Change in Control. The Executive shall be entitled to benefits under this section 5.1(a) on no more than one occasion during the term of this Agreement. (b) If the Executive’s is removed from office or if his employment terminates involuntarily but without Cause or voluntarily but with Good Reason before a Change in Control occurs but after discussions with a third party regarding a Change in Control commence, and if those discussions ultimately conclude with a Change in Control, then for purposes of this Employment Agreement the removal of the Executive or termination of his employment shall be deemed to have been terminated occurred after the Change in Control occurred and Control. If the Executive receives payment under section 5.1 he shall not be entitled under this section 5.1(b) to cash in an amount equal to the difference between the amount that would have been payable under section 5.1(a) had the Executive’s employment not terminated before the Change in Control and the amount of cash any additional severance already paid to the Executive after employment termination under section 4.1. The Employer shall pay the benefit under this section 5.1(b) to the Executive in a single lump sum within 15 business days after the later of (x) the first day of the seventh month after the month in which the Executive’s employment terminates and (y) the date of the Change in Control. (c) In addition to insurance benefits under section 4.2 to which the Executive may be entitled after employment termination and the outplacement and other benefits specified in section 4.3, if after a Change in Control the Executive’s employment terminates involuntarily without Cause or voluntarily but for Good Reason the Employer shall cause the Executive to become fully vested in any non-qualified plans, programs, or arrangements in which the Executive participated if the plan, program, or arrangement does not address the effect 4.3(a) of a change in control or termination after a change in controlthis Employment Agreement.