Common use of Change of Control Obligations Clause in Contracts

Change of Control Obligations. Upon the occurrence of a Change in Control, the Company’s obligations to the Executive shall be as set forth below. Attached to this Agreement as Appendix A is information concerning the calculation of the lump sum cash payments described herein: (a) The Company shall pay to the Executive on the Change in Control Date a lump sum cash payment equal to the sum of the following amounts: (i) unpaid Annual Base Salary and any accrued paid time off through the Change in Control Date; (ii) all amounts previously deferred by the Executive under any nonqualified deferred compensation plan sponsored by the Company or its Affiliates (together with any accrued earnings thereon); and (iii) the amount payable to the Executive under the terms of the Company’s Annual Management Incentive Plan for the performance year in which the Change in Control Date occurs, to the extent that such amount has not yet been paid. (b) The Company shall pay to the Executive by no later than the Change in Control Date a lump sum cash payment equal to 2.50 multiplied by the sum of the Executive’s Highest Annual Base Salary and the Highest Annual Bonus. However, if the Change in Control Date occurs within the 36-month period preceding the Executive’s Mandatory Retirement Date, the payment shall be reduced to an amount equal to the product of (i) the amount described in the preceding sentence and (ii) a fraction, the numerator of which is the number of months remaining until the Executive’s Mandatory Retirement Date (including for this purpose the month in which the Change in Control Date occurs), and the denominator of which is 36. (c) On the Change in Control Date, the Executive shall become fully vested in any and all stock incentive awards granted to the Executive pursuant to any Plan or otherwise which have not become exercisable as of the Change in Control Date, and all stock options (including options vested as of the Change in Control Date) shall remain exercisable until the later of (1) the fifteenth (15th) day of the third month following the date at which, or (2) December 31 of the calendar year in which, the stock option would otherwise have expired based on the terms of such stock option at its original date of grant. All forfeiture conditions that as of the Change in Control Date are applicable to any restricted stock, restricted stock units, stock appreciation rights, performance grants or other incentive awards granted to the Executive by the Company pursuant to any Plan or otherwise shall lapse immediately. (d) The Company shall pay to the Executive on the Change in Control Date a lump sum cash payment equal to $75,000, which shall be paid in lieu of the benefits which would have been provided to the Executive and his eligible dependants pursuant to Sections 5.1(d), (e) and (f) of this Agreement as in effect immediately prior to its amendment.

Change of Control Obligations. Upon the occurrence of a Change in Control, the Company’s obligations to the Executive shall be as set forth below. Attached to this Agreement as Appendix A is information concerning the calculation of the lump sum cash payments described herein: (a) The Company shall pay to the Executive on the Change in Control Date a lump sum cash payment equal to the sum of the following amounts: (i) unpaid Annual Base Salary and any accrued paid time off through the Change in Control Date; (ii) all amounts previously deferred by the Executive under any nonqualified deferred compensation plan sponsored by the Company or its Affiliates (together with any accrued earnings thereon); and (iii) the amount payable to the Executive under the terms of the Company’s Annual Management Incentive Plan for the performance year in which the Change in Control Date occurs, to the extent that such amount has not yet been paid. (b) The Company shall pay to the Executive by no later than the Change in Control Date a lump sum cash payment equal to 2.50 multiplied by the sum of the Executive’s Highest Annual Base Salary and the Highest Annual Bonus. However, if the Change in Control Date occurs within the 36-month period preceding the Executive’s Mandatory Retirement Date, the payment shall be reduced to an amount equal to the product of (i) the amount described in the preceding sentence and (ii) a fraction, the numerator of which is the number of months remaining until the Executive’s Mandatory Retirement Date (including for this purpose the month in which the Change in Control Date occurs), and the denominator of which is 36. (c) On the Change in Control Date, the Executive shall become fully vested in any and all stock incentive awards granted to the Executive pursuant to any Plan or otherwise which have not become exercisable as of the Change in Control Date, and all stock options (including options vested as of the Change in Control Date) shall remain exercisable until the later of (1) the fifteenth (15th) day of the third month following the date at which, or (2) December 31 of the calendar year in which, the stock option would otherwise have expired based on the terms of such stock option at its original date of grant. All forfeiture conditions that as of the Change in Control Date are applicable to any restricted stock, restricted stock units, stock appreciation rights, performance grants or other incentive awards granted to the Executive by the Company pursuant to any Plan or otherwise shall lapse immediately. (d) The Company shall pay to the Executive on the Change in Control Date a lump sum cash payment equal to $75,00078,000, which shall be paid in lieu of the benefits which would have been provided to the Executive and his eligible dependants pursuant to Sections 5.1(d), (e) and (f) of this Agreement as in effect immediately prior to its amendment.

Change of Control Obligations. Upon the occurrence of a Change in Control, the Company’s obligations to the Executive shall be as set forth below. Attached to this Agreement as Appendix A is information concerning the calculation of the lump sum cash payments described herein: (a) The Company shall pay to the Executive on the Change in Control Date a lump sum cash payment equal to the sum of the following amounts: (i) unpaid Annual Base Salary and any accrued paid time off through the Change in Control Date; (ii) all amounts previously deferred by the Executive under any nonqualified deferred compensation plan sponsored by the Company or its Affiliates (together with any accrued earnings thereon); and (iii) the amount payable to the Executive under the terms of the Company’s Annual Management Incentive Plan for the performance year in which the Change in Control Date occurs, to the extent that such amount has not yet been paid. (b) The Company shall pay to the Executive by no later than the Change in Control Date a lump sum cash payment equal to 2.50 multiplied by the sum of the Executive’s Highest Annual Base Salary and the Highest Annual Bonus. However, if the Change in Control Date occurs within the 36-month period preceding the Executive’s Mandatory Retirement Date, the payment shall be reduced to an amount equal to the product of (i) the amount described in the preceding sentence and (ii) a fraction, the numerator of which is the number of months remaining until the Executive’s Mandatory Retirement Date (including for this purpose the month in which the Change in Control Date occurs), and the denominator of which is 36. (c) On the Change in Control Date, the Executive shall become fully vested in any and all stock incentive awards granted to the Executive pursuant to any Plan or otherwise which have not become exercisable as of the Change in Control Date, and all stock options (including options vested as of the Change in Control Date) shall remain exercisable until the later of (1) the fifteenth (15th) day of the third month following the date at which, or (2) December 31 of the calendar year in which, the stock option would otherwise have expired based on the terms of such stock option at its original date of grant. All forfeiture conditions that as of the Change in Control Date are applicable to any restricted stock, restricted stock units, stock appreciation rights, performance grants or other incentive awards granted to the Executive by the Company pursuant to any Plan or otherwise shall lapse immediately. (d) The Company shall pay to the Executive on the Change in Control Date a lump sum cash payment equal to $75,000, which shall be paid in lieu of the benefits which would have been provided to the Executive and his eligible dependants pursuant to Sections 5.1(d), (e) and (f) of this Agreement as in effect immediately prior to its amendment.