Common use of Stay Bonus Clause in Contracts

Stay Bonus. If a Change in Control occurs during the Term, and if the Executive is still employed by the Company on the first anniversary of such Change in Control, the Executive shall thereupon be entitled to a cash bonus payment equal to the sum of (x) the Executive’s annual base salary (based on the annual base salary in effect on such anniversary), plus (y) the greater of (i) the bonus most recently paid to the Executive or (ii) the average amount of the bonuses paid to the Executive with respect to the three most recent fiscal years ending before such anniversary and such amount shall be payable in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after such first anniversary. Notwithstanding the foregoing, the Executive shall not be entitled to receive such payment if, on or before such first anniversary of such Change in Control, the Executive is terminated for Cause or becomes entitled to payment under Section 3(b) or 3(c) above.

Stay Bonus. If a Change in Control occurs during the Term, and if the Executive is still employed by the Company on the first anniversary of such Change in Control, the Executive shall thereupon be entitled to a cash bonus payment equal to the product of 0.5 times the sum of (x) the Executive’s annual base salary (based on the annual base salary in effect on such anniversary), plus (y) the greater of (i) the bonus most recently paid to the Executive or (ii) the average amount of the bonuses paid to the Executive with respect to the three most recent fiscal years ending before such anniversary and such amount shall be anniversary, payable immediately in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after such first anniversary. Notwithstanding the foregoing, the Executive shall not be entitled to receive such payment if, on or before such first anniversary the date of such Change in Controlpayment, the Executive is terminated for Cause or becomes entitled to payment under Section 3(b) or 3(c) above.