Common use of Qualifying CIC Termination Clause in Contracts

Qualifying CIC Termination. If, during the CIC Provisions Effective Period, the Officer is terminated under conditions constituting a Qualifying CIC Termination, the Company shall: (i) (A) pay or provide to the Officer, as the case may be, the Accrued Obligations; (i) (B) pay to the Officer a lump sum amount equal to two (2) multiplied by the sum of the following: (1) an amount equal to the Officer’s Base Salary at the rate in effect immediately prior to such Qualifying CIC Termination or, if higher, as in effect immediately prior to the Change in Control, (2) an amount equal to the average of the annual bonuses paid or payable for the two prior fiscal years under the Executive Bonus plan, and (3) an amount equal to the Value of all equity awards granted in the prior calendar year. The “Value” of an equity award shall be equal to the prior calendar year equity award grant expense calculated for US GAAP purposes for such grant awarded to the Officer.