Common use of Severance Benefits Following a Change of Control Clause in Contracts

Severance Benefits Following a Change of Control. The Company will provide severance benefits to Executive as follows: (i) The Company will pay to Executive within 30 days of the termination a lump-sum cash amount equal to 200% of the sum of (x) Base Salary, plus (y) the greater of (1) 100 percent of his bonus for the completed year immediately preceding the Change of Control, and (2) 100 percent of his bonus for the immediately preceding employment year. (ii) The Company will also pay to Executive within 30 days of the termination a pro-rata portion of his maximum bonus for the year of termination. (A) For purposes of this Section 1(b), the maximum bonus payable in such year will be calculated assuming all bonus targets or formulas for determining the bonus in such year had been met if Executive and Board had, prior to the termination of Executive's employment, agreed on such targets or formulas. (B) If no such targets or formulas have been set as of such termination date, then the maximum bonus shall be deemed to be the greater of (x) 100 percent of his bonus for the completed year immediately preceding the Change of Control, and (y) 100 percent of his bonus for the immediately preceding employment year. (iii) The Company will continue for a period of two years from the date of termination to provide Executive with medical benefits under the Company's group medical plan and life insurance arrangements and disability arrangements provided to executive level employees of the Company. To the extent the Company is unable to provide such benefits to Executive under its existing plans and arrangements, it will either arrange to provide Executive with substantially similar benefits upon comparable terms or pay Executive cash amounts equal to Executive's cost of obtaining such benefits. (iv) All options to purchase Company stock held by Executive will automatically and immediately vest and become exercisable upon such termination and remain exercisable for a period of one year following such termination, and all restricted stock held by Executive under restricted stock plans and arrangements of the Company shall automatically and immediately vest and no longer be subject to forfeiture upon such

Severance Benefits Following a Change of Control. The If the ------------------------------------------------ termination occurs during a Window Period, the Company will will, instead of the benefits prescribed in paragraph (b), provide severance benefits to Executive as follows: (i) The Company will pay to Executive within 30 days of the termination a lump-sum cash amount equal to 200% of the sum of (x) Executive's annual Base SalarySalary in effect immediately prior to the termination (or, if his Base Salary has been reduced within 60 days of the termination or at any time after the Change of Control, his Base Salary in effect prior to the reduction), plus (y) the greater of (1) 100 percent of his bonus for the completed year immediately preceding the Change of Control, and (2) 100 percent of his bonus for the immediately preceding employment year. (ii) The Company will also pay to Executive within 30 days of the termination a pro-rata portion of his maximum bonus for the year of termination. (A) For purposes of this Section 1(b4.4(c), the maximum bonus payable in such year will be calculated assuming all bonus targets or formulas for determining the bonus in such year had been met if Executive and Board had, prior to the termination of Executive's employment, agreed on such targets or formulas. (B) If no such targets or formulas have been set as of such termination date, then the maximum bonus shall be deemed to be the greater of (x) 100 percent of his bonus for the completed year immediately preceding the Change of Control, and (y) 100 percent of his bonus for the immediately preceding employment year. (iii) The Company will continue for a period of two years from the date of termination to provide Executive with medical the benefits under the Company's group medical plan set forth in paragraphs (ii) and life insurance arrangements and disability arrangements provided to executive level employees (iii) of the CompanySection 3.3 above. To the extent the Company is unable to provide such benefits to Executive under its existing plans and arrangements, it will either arrange to provide Executive with substantially similar benefits upon comparable terms or pay Executive cash amounts equal to Executive's cost of obtaining such benefits. (iv) All options to purchase Company stock held by Executive will automatically and immediately vest and become exercisable upon such termination and remain exercisable for a period of one year following such termination, and all restricted stock held by Executive under restricted stock plans and arrangements of the Company shall automatically and immediately vest and no longer be subject to forfeiture will become vested upon suchsuch termination.

Severance Benefits Following a Change of Control. The Company will provide severance benefits to Executive as follows: (i) The Company will pay to Executive within 30 days of the termination a lump-sum cash amount equal to 200% of the sum of (x) Base SalaryExecutive's annual base salary in effect immediately prior to the termination (or, if his base salary has been reduced within 60 days of the termination or at any time after the Change of Control, his base salary in effect prior to the reduction), plus (y) the greater of (1) 100 percent of his bonus for the completed year immediately preceding the Change of Control, and (2) 100 percent of his bonus for the immediately preceding employment year. (ii) The Company will also pay to Executive within 30 days of the termination a pro-rata portion of his maximum bonus for the year of termination. (A) For purposes of this Section 1(b), the maximum bonus payable in such year will be calculated assuming all bonus targets or formulas for determining the bonus in such year had been met if Executive and Board had, prior to the termination of Executive's employment, agreed on such targets or formulas. (B) If no such targets or formulas have been set as of such termination date, then the maximum bonus shall be deemed to be the greater of (x) 100 percent of his bonus for the completed year immediately preceding the Change of Control, and (y) 100 percent of his bonus for the immediately preceding employment year. (iii) The Company will continue for a period of two years from the date of termination to provide Executive with medical benefits under the Company's group medical plan and life insurance arrangements and disability arrangements provided to executive level employees of the Company. To the extent the Company is unable to provide such benefits to Executive under its existing plans and arrangements, it will either arrange to provide Executive with substantially similar benefits upon comparable terms or pay Executive cash amounts equal to Executive's cost of obtaining such benefits. (iv) All options to purchase Company stock held by Executive will automatically and immediately vest and become exercisable upon such termination and remain exercisable for a period of one year following such termination, and all restricted stock held by Executive under restricted stock plans and arrangements of the Company shall automatically and immediately vest and no longer be subject to forfeiture will become vested upon suchsuch termination.

Severance Benefits Following a Change of Control. The Company ------------------------------------------------- will provide severance benefits to Executive as follows: (i) The Company will pay to Executive within 30 days of the termination a lump-sum cash amount equal to 200% of the sum of (x) Base SalaryExecutive's annual base salary in effect immediately prior to the termination (or, if his base salary has been reduced within 60 days of the termination or at any time after the Change of Control, his base salary in effect prior to the reduction), plus (y) the greater of (1) 100 percent of his bonus for the completed year immediately preceding the Change of Control, and (2) 100 percent of his bonus for the immediately preceding employment year. (ii) The Company will also pay to Executive within 30 days of the termination a pro-rata portion of his maximum bonus for the year of termination. (A) For purposes of this Section 1(b), the maximum bonus payable in such year will be calculated assuming all bonus targets or formulas for determining the bonus in such year had been met if Executive and Board had, prior to the termination of Executive's employment, agreed on such targets or formulasformulas . (B) If no such targets or formulas have been set as of such termination date, then the maximum bonus shall be deemed to be the greater of (x) 100 percent of his bonus for the completed year immediately preceding the Change of Control, and (y) 100 percent of his bonus for the immediately preceding employment year. (iii) The Company will continue for a period of two years from the date of termination to provide Executive with medical benefits under the Company's group medical plan and life insurance arrangements and disability arrangements provided to executive level employees of the Company. To the extent the Company is unable to provide such benefits to Executive under its existing plans and arrangements, it will either arrange to provide Executive with substantially similar benefits upon comparable terms or pay Executive cash amounts equal to Executive's cost of obtaining such benefits. (iv) All options to purchase Company stock held by Executive will automatically and immediately vest and become exercisable upon such termination and remain exercisable for a period of one year following such termination, and all restricted stock held by Executive under restricted stock plans and arrangements of the Company shall automatically and immediately vest and no longer be subject to forfeiture will become vested upon suchsuch termination.

Severance Benefits Following a Change of Control. The Company ------------------------------------------------- will provide severance benefits to Executive as follows: (i) The Company will pay to Executive within 30 days of the termination a lump-sum cash amount equal to 200% of the sum of (x) Base SalaryExecutive's annual base salary in effect immediately prior to the termination (or, if his base salary has been reduced within 60 days of the termination or at any time after the Change of Control, his base salary in effect prior to the reduction), plus (y) the greater of (1) 100 percent of his bonus for the completed year immediately preceding the Change of Control, and (2) 100 percent of his bonus for the immediately preceding employment year. (ii) The Company will also pay to Executive within 30 days of the termination a pro-rata portion of his maximum bonus for the year of termination. (A) For purposes of this Section 1(b), the maximum bonus payable in such year will be calculated assuming all bonus targets or formulas for determining the bonus in such year had been met if Executive and Board had, prior to the termination of Executive's employment, agreed on such targets or formulas. (B) If no such targets or formulas have been set as of such termination date, then the maximum bonus shall be deemed to be the greater of (x) 100 percent of his bonus for the completed year immediately preceding the Change of Control, and (y) 100 percent of his bonus for the immediately preceding employment year. (iii) The Company will continue for a period of two years from the date of termination to provide Executive with medical benefits under the Company's group medical plan and life insurance arrangements and disability arrangements provided to executive level employees of the Company. To the extent the Company is unable to provide such benefits to Executive under its existing plans and arrangements, it will either arrange to provide Executive with substantially similar benefits upon comparable terms or pay Executive cash amounts equal to Executive's cost of obtaining such benefits. (iv) All options to purchase Company stock held by Executive will automatically and immediately vest and become exercisable upon such termination and remain exercisable for a period of one year following such termination, and all restricted stock held by Executive under restricted stock plans and arrangements of the Company shall automatically and immediately vest and no longer be subject to forfeiture will become vested upon suchsuch termination.