Common use of PRIOR TO CHANGE IN CONTROL Clause in Contracts

PRIOR TO CHANGE IN CONTROL. If, prior to the occurrence of a Change in Control of the Company, the Company shall terminate the Executive's employment other than for Cause or Disability (it being understood that a purported termination for Cause or Disability which is disputed and finally determined not to have been proper shall be a termination by the Company in breach of this Agreement), or the Executive shall terminate his employment for Good Reason, then the Company shall pay the Executive, not later than the fifth day following the Date of Termination, the aggregate of the following amounts: (A) his full Base Salary and accrued vacation pay through the Date of Termination at the rate in effect at the time Notice of Termination is given, or the Date of Termination where no Notice of Termination is required hereunder, and any other amounts to which the Executive is entitled under any plan, policy, practice or program of the Company or otherwise at the time such payments are due; (B) the product of (x) the Executive's most recent Annual Bonus (the "Recent Bonus"), times (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination and the denominator of which is 365; (C) in lieu of any further salary or bonus payments to the Executive for periods subsequent to the Date of Termination, and as a severance benefit to the Executive, a lump sum amount equal to two times the Executive's annual Base Salary in effect immediately prior to the occurrence of the circumstances giving rise to such termination; and (D) commencing on the date two years after the Date of Termination, the payments that would have been made to the Executive pursuant to Section 9(d) had the Executive terminated his employment due to Retirement on such date.