Employment following Change of Control. Executive shall have at least the same titles and responsibilities as those in effect immediately prior to the Change of Control. Executive shall receive an annual base salary which is not less than that in effect immediately prior to the Change of Control and the Company shall review the salary annually with a view to increasing it; provided any such increase shall be in the sole discretion of the Board. Once increased, base salary can not be decreased. The Executive shall also be paid an annual bonus (the "Bonus") which shall be no less than the higher of (i) the bonus paid or payable in respect of the year prior to the Change of Control, or (ii) the average of the annual bonuses paid or payable in respect of the three years prior to the Change of Control. In addition, the Executive shall be provided with incentive compensation, pension, general insurance and fringe benefits and perquisites that are commensurate with the benefits and perquisites provided to Executive immediately prior to the Change of Control or, if more favorable to Executive, at the level made available to other similarly situated executive officers of the Company after the Change of Control. Upon the Change of Control, the Company shall also cause Executive's outstanding options to become immediately exercisable.
Employment following Change of Control. The following terms shall apply to Executive's employment after a Change of Control:
Employment following Change of Control. Executive shall have at least the same titles and responsibilities as those in effect immediately prior to the Change of Control. Executive shall receive an annual base salary which is not less than the highest base salary in effect for Executive at any time in the 12 months preceding the Change of Control, and the Company shall review the salary annually with a view to increasing it; provided any such increase shall be in the sole discretion of the Board. Once increased, base salary cannot be decreased. If Executive has not been terminated, for the year of the Change of Control and for each year thereafter during which Executive is employed, the Executive shall be paid an annual bonus which shall be no less than the higher of (i) the bonus which the Executive would have received under the Company’s bonus plans as they were in effect prior to the Change of Control (based upon actual performance in the year up to the Change of Control), (ii) the average of the annual bonuses paid or payable in respect of the three years prior to the Change of Control, or (iii) the Executive’s target bonus immediately prior to the Change of Control (the highest of (i), (ii) and (iii) being the “Bonus”). In addition, the Executive shall be provided with incentive compensation, pension, general insurance, vacation, fringe benefits, perquisites (including an automobile allowance, if any), the use of an office and support staff that are commensurate with the benefits, vacation, expense reimbursement, fringe benefits, perquisites, office and support staff provided to Executive immediately prior to the Change of Control or, if more favorable to Executive, at the level made available to other similarly situated executive officers of the Company after the Change of Control. In addition, the Executive’s place of employment following a Change of Control shall be no farther than 45 miles from the Executive’s place of employment prior to the Change of Control.
Employment following Change of Control. Executive shall have at least the same titles and responsibilities as those in effect immediately prior to the Change of Control. Executive shall receive an annual base salary which is not less than that in effect immediately prior to the Change of Control and the Company shall review the salary annually with a view to increasing it; provided any such increase shall be in the sole discretion of the Board. Once increased, base salary can not be decreased. The Executive shall also be paid an annual bonus (the "Bonus") which shall be no less than the higher of (i) the bonus paid or payable in respect of the year prior to the Change of Control, or (ii) the average of the annual bonuses paid or payable in respect of the three years prior to the Change of Control. Notwithstanding the foregoing, if a Change of Control shall occur prior to determination in the year 2000 by the Board of the Executive's bonus for 1999, then the sum of the Executive's annual base salary plus annual bonus shall equal an amount not less than (i) his annual base salary for 1998 plus (ii) his bonus for 1998 (or if not then determined,1997). In addition, the Executive shall be provided with incentive compensation, pension, general insurance and fringe benefits and perquisites that are commensurate with the benefits and perquisites provided to Executive immediately prior to the Change of Control or, if more favorable to Executive, at the level made available to other similarly situated executive officers of the Company after the Change of Control. Upon the Change of Control, the Company shall also cause Executive's outstanding options to become immediately exercisable.
Employment following Change of Control
