Common use of Compensation Upon Termination Upon a Change in Control Clause in Contracts

Compensation Upon Termination Upon a Change in Control. (a) If after a change in control of the Company the Executive's employment shall be terminated (I) by the Company other than for Cause or (II) by the Executive, then the Executive shall be entitled to the benefits provided below: (i) the Company shall pay the Executive, not later than the date of termination, (x) his full base salary through the date of termination, (y) compensation for accrued vacation time, plus (z) a pro rata portion of the Executive's annual bonus for the calendar year in which the termination occurs, assuming that the Executive would have received a bonus for such full calendar year equal to the product of (A) the base salary that would be payable to the Executive pursuant to subsection 3(a) for such full calendar year and (B) the Deemed Bonus Fraction; (ii) the Company shall pay as severance pay to the Executive, not later than the date of termination, a lump sum severance payment (the "Severance Payment") equal to the greater of (x) the aggregate of all compensation due to the Executive hereunder had his employment not been so terminated (without duplication of subsection 7(a)(i) above), including, without limitation, all bonus payments which would have been due to the Executive pursuant to subsection 3(b), through the expiration of this Agreement assuming that the Executive would have received a bonus for each calendar year through the expiration of this Agreement equal to the product of (A) the base salary payable to the Executive pursuant to subsection 3(a) for each such calendar year and (B) the Deemed Bonus Fraction, or (y) 2 times the "base amount" within the meaning of Sections 280G(b)(3) and 280G(d) of the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable temporary or final regulations promulgated thereunder, or its equivalent as provided in any successor statute or regulation. If Section 280G of the Code (and any successor provisions thereto) shall be repealed or otherwise be inapplicable, then the Severance Payment under clause (ii)(y) above shall equal 2 times the average of the Executive's annual compensation during the three calendar year period preceding the calendar year in which the date of termination occurs. For purposes of determining annual compensation in the preceding sentence, compensation payable to the Executive by the Company (including Wellsford Residential) shall include every type and form of compensation includible in the Executive's gross income in respect of his employment by the Company (including Wellsford Residential) (including, without limitation, all income reported on an Internal Revenue Service Form W-2), compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired and including, without limitation, any annual bonus payments previously paid to such Executive. For purposes of calculating the "base amount" within the meaning of Sections 280G(b)(3) and 280G(d) of the Code and annual compensation in the second preceding sentence, any income of the Executive that constitutes a "parachute payment" within the meaning of Section 280G(b)(2) of the Code shall not be taken into account in making such calculations; and (iii) an amount equal to the Additional Amount pursuant to Section 8 below. (b) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 7 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 7 be reduced by any compensation earned by him as the result of employment by another employer or by retirement benefits after the date of termination, or otherwise, except as specifically provided in this Section 7.

Compensation Upon Termination Upon a Change in Control. (a) If after a change in control of the Company the Executive's employment shall be terminated (Ii) by the Company other than for Cause or (IIii) by the Executive, then the Executive shall be entitled to the benefits provided below: (iw) the Company shall pay the Executive, not later than the date of termination, (x) his full base salary all Cash Compensation payable to the Executive under this Agreement through the date of terminationTermination Date, (y) including compensation for accrued vacation time, plus (z) a pro rata portion of the Executive's annual bonus for the calendar year in which the termination occurs, assuming that the Executive would have received a bonus for such full calendar year equal to the product of (A) the base salary that would be payable to the Executive pursuant to subsection 3(a) for such full calendar year and (B) the Deemed Bonus Fraction; (iix) the Company shall pay as severance pay to the Executive, not later than the date of termination, a lump sum severance payment (the "Severance Payment") equal to the greater of (x) the aggregate of all compensation due to the Executive hereunder had his employment not been so terminated (without duplication of subsection 7(a)(i) above), including, without limitation, all bonus payments which would have been due to the Executive pursuant to subsection 3(b), through the expiration of this Agreement assuming that the Executive would have received a bonus for each calendar year through the expiration of this Agreement equal to the product of (A) the base salary payable to the Executive pursuant to subsection 3(a) for each such calendar year and (B) the Deemed Bonus Fraction, or (y) 2 2.99 times the "base amount" (the "Base Amount") within the meaning of Sections sections 280G(b)(3) and 280G(d) of the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable temporary or final regulations promulgated thereunder, or its equivalent as provided in any successor statute or regulation, (y) all Restricted Shares granted to the Executive hereunder shall immediately vest in accordance with the terms and conditions of the Restricted Share Agreement and (z) all Options granted to the Executive hereunder shall immediately vest and be exercisable in accordance with the terms of the Share Option Agreements dated as of the date hereof. If Section 280G of the Code (and any successor provisions thereto) shall be repealed or otherwise be inapplicable, then the Severance Payment Base Amount payable under clause (ii)(yx) above shall equal 2 2.99 times the average of the Executive's annual compensation during the three calendar year period preceding the calendar year in which the date term of termination occursthis Agreement. For purposes of determining annual compensation in the preceding sentence, compensation payable to the Executive by the Company (including Wellsford Residential) shall include every type and form of compensation includible in the Executive's gross income in respect of his employment by the Company (including Wellsford Residential) (including, without limitation, all income reported on an Internal Revenue Service Form W-2), compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired and including, without limitation, any annual bonus payments previously paid to such Executive. For purposes of calculating the "base amount" Base Amount within the meaning of Sections 280G(b)(3) and 280G(d290G(d) of the Code and annual compensation in the second preceding sentence, any income of the Executive that constitutes a "parachute payment" within the meaning of Section 280G(b)(2280G(b)2) of the Code shall not be taken into account in making such calculations; and (iii) an amount equal to the Additional Amount pursuant to Section 8 below. (b) To the extent any benefits to be granted to the Executive hereunder constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and the Executive would otherwise be liable for an excise tax pursuant to Code Section 4999, there shall be a reduction in the benefits payable or available to the Executive hereunder such that the total parachute payments will be less than three (3) times the Executive's Base Amount with the result that the excise tax under Code Section 4999 will not be payable; provided, however, that such reduction shall occur only if the Executive shall realize a greater after tax economic benefit by making such reduction than if no reduction were made. (c) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 7 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 7 be reduced by any compensation earned by him as the result of employment by another employer or by retirement benefits after the date of termination, or otherwise, except as specifically provided in this Section 7.