Common use of Payment Upon Change in Control Clause in Contracts

Payment Upon Change in Control. If Executive is employed by the Company on the date of the announcement of a transaction which, if consummated, would constitute a Change in Control and either (i) Executive is employed by the Company ninety (90) days after the date the Change in Control shall occur or (ii) the Executive's employment is terminated by the Company for any reason other than Cause within ninety (90) days after the Change in Control or by reason of the Executive's death or Disability (as defined in the Employment Agreement), then ninety (90) days following the closing of the transaction constituting the Change in Control the Company shall pay to the Executive (or in the event of the Executive's death, the Executive's estate) a lump-sum cash amount equal to the product of (x) 2.99 and (y) the sum of (1) Executive's annual base salary as then in effect and (2) the maximum amount of any bonus or incentive compensation to which the Executive would be entitled for the year in which the Change in Control occurred (calculated by assuming that all performance goals or targets are satisfied and that the Executive was employed for the entire year).

Payment Upon Change in Control. If Executive is employed by the Company on the date of the announcement of a transaction which, if consummated, would constitute a Change in Control an Announcement and either (i) Executive is employed by the Company ninety (90) days after the date following the Change in Control shall occur or (ii) the Executive's employment is terminated by the Company for Company, at any reason other than Cause within time after an Announcement and prior to the expiration of ninety (90) days after the Change in Control (x) for any reason other than Cause or (y) by reason of the Executive's death or Disability (as defined in the Employment Agreement), then ninety (90) days following the closing of the transaction constituting the Change in Control the Company shall pay to the Executive (or in the event of the Executive's death, the Executive's estate) a lump-sum cash amount equal to the product of (x) 2.99 and (y) the sum of (1) Executive's annual base salary as then in effect and (2) the maximum amount of any bonus or incentive compensation to which the Executive would be entitled for the year in which the Change in Control occurred (calculated by assuming that all performance goals or targets are satisfied and that the Executive was employed for the entire year).