Common use of Termination Pursuant to a Change of Control Clause in Contracts

Termination Pursuant to a Change of Control. i. If, during a Change of Control Period, FairMarket terminates Executive's employment pursuant to Section 2(c) or Executive terminates Executive's employment with FairMarket pursuant to Section 2(d) and, in either event, Executive executes a General Release (as defined in Section 2(g)) and, if a revocation period is provided in the General Release, does not revoke the same within the period stated in the General Release, and subject to Section 3 below, then: A. FairMarket shall pay Executive an amount equal to the greater of (1) the sum of the base salary and the amount of any Bonus (as defined below) paid or payable to Executive during the twelve (12) months following the date on which such termination occurs or (2) the sum of (x) the base salary paid or payable to Executive during the twelve (12) months preceding the date on which such termination occurs plus (y) the average of the last four (4) quarterly Bonuses paid to or payable to Executive prior to the date on which such termination occurs multiplied by four (4), payable as provided below; B. FairMarket shall provide Executive with continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. Section 1161 ET SEQ. (commonly known as "COBRA"), with payments for such benefits made by FairMarket in the same proportion as made during Executive's employment; and C. any and all stock options granted Executive by FairMarket and not yet exercised, expired, surrendered or canceled shall automatically vest in full as of Executive's termination date.