Common use of Benefits Upon Change of Control Clause in Contracts

Benefits Upon Change of Control. If, within a period beginning six (6) months before, and ending twelve (12) months after, the date of a Change of Control (the “Change Period”), Executive’s employment with the Company is (i) terminated without Cause (as described in Section 5b above) by the Company (or by the acquiring or successor business entity following a Change of Control), or (ii) terminated for Good Reason (as described in Section 5f above) by Executive: (A) the Company shall pay to Executive any earned and accrued but unpaid installments of base salary and bonus and any other accrued but unpaid amounts due to Executive under Section 4 above through the date of termination; and, subject to the provisions of Sections 14 and 26, (B) the Company shall pay to Executive as severance pay and in lieu of any further compensation for periods subsequent to the termination an amount in cash equal to one times Executive’s base salary (based on Executive’s monthly salary on the date of the Change of Control) and one times the annual bonus, computed on the average of the last three (3) years bonus received by Executive; and (C) Executive shall continue to participate in Company-provided medical or health insurance or benefit plans, at no cost to Executive, for twelve (12) months after the date of termination; provided however, that if applicable law or the terms of the plan prohibit the continued participation of Executive or his dependents for all or part of such period, the Company shall make a cash payment to Executive that is sufficient, on an after-tax basis, to allow Executive to obtain insurance that provides substantially the same benefits as the Company-provided medical or health insurance or benefit plan. The Company shall pay the severance payment referenced in this paragraph in equal monthly installments over a period of twelve (12) months. In addition to the foregoing, on the date of a Change of Control, all of Executive’s unvested restricted shares, and equity interests shall vest and be exercisable and all restrictions on the transfer of any shares or equity interests shall lapse as of the date of the Change of Control and any such awards that include an exercise period shall remain exercisable until the earlier of the expiration date of such award or the first anniversary of the date of termination. Notwithstanding the foregoing, if, in connection with a transaction that technically meets, or may meet, the definition of “Change of Control” as set forth in subsection a. above, Executive’s employment by the Company or a successor to the Company is terminated, but Executive is immediately re-hired or otherwise becomes an employee of a successor to the Company or surviving company in such a transaction, including, by way of example, a “going private” transaction in which the Company’s equity securities are no longer publicly traded, no benefits shall be payable to Executive under this subsection b.

Benefits Upon Change of Control. If, within a period beginning six (6) months before, and ending twelve (12) months after, the date of a Change of Control (the “Change Period”), Executive’s employment with the Company is (i) terminated without Cause (as described in Section 5b above) by the Company (or by the acquiring or successor business entity following a Change of Control), or (ii) terminated for Good Reason (as described in Section 5f above) by Executive: (A) the Company shall pay to Executive any earned and accrued but unpaid installments of base salary and bonus and any other accrued but unpaid amounts due to Executive under Section 4 above through the date of termination; and, subject to the provisions of Sections 14 15 and 2627, (B) the Company shall pay to Executive as severance pay and in lieu of any further compensation for periods subsequent to the termination an amount in cash equal to one two times Executive’s base salary (based on Executive’s monthly salary on the date of the Change of Control) and one two times the Executive’s average annual bonus, computed on as the average of the last three (3) years bonus received by ExecutiveExecutive (if three years of bonus history is not available, then the most recent annually paid or targeted bonus will be used); and (C) Executive shall continue to participate in Company-provided medical or health insurance or benefit plans, at no cost to Executive, for twelve twenty-four (1224) months after the date of termination; provided however, that if applicable law or the terms of the plan prohibit the continued participation of Executive or his dependents for all or part of such period, the Company shall make a cash payment to Executive that is sufficient, on an after-tax basis, to allow reimburse Executive to obtain for obtaining insurance that provides substantially the same benefits as the Company-provided medical or health insurance or benefit planplan over the same one-year period. The Company shall pay the severance payment referenced in this paragraph in equal monthly installments over a period of twelve twenty-four (1224) monthsmonths beginning thirty (30) days after the date of termination. In addition to the foregoing, on the date of a Change of Control, all of Executive’s unvested restricted shares, and equity interests shall vest and be exercisable and all restrictions on the transfer of any shares or equity interests shall lapse as of the date of the Change of Control and any such awards that include an exercise period shall remain exercisable until the earlier of the expiration date of such award or the first anniversary of the date of termination. Notwithstanding the foregoing, if, in connection with a transaction that technically meets, or may meet, the definition of “Change of Control” as set forth in subsection a. above, Executive’s employment by the Company or a successor to the Company is terminated, but Executive is immediately re-hired or otherwise becomes an employee of a successor to the Company or surviving company in such a transaction, including, by way of example, a “going private” transaction in which the Company’s equity securities are no longer publicly traded, no benefits shall be payable to Executive under this subsection b.b and the Agreement will be assumed by the Company or a successor to the Company.

Benefits Upon Change of Control. If, within a period beginning six (6) months before, and ending twelve (12) months after, the date of a Change of Control (the “Change Period”), Executive’s employment with the Company is (i) terminated without Cause (as described in Section 5b above) by the Company (or by the acquiring or successor business entity following a Change of Control), or (ii) terminated for Good Reason (as described in Section 5f above) by Executive: (A) the Company shall pay to Executive any earned and accrued but unpaid installments of base salary and bonus and any other accrued but unpaid amounts due to Executive under Section 4 above through the date of termination; and, subject to the provisions of Sections 14 and 26, (B) the Company shall pay to Executive as severance pay and in lieu of any further compensation for periods subsequent to the termination an amount in cash equal to one two (2) times Executive’s base salary (based on Executive’s monthly salary on the date of the Change of Control) and one two (2) times the annual bonus, computed on the average of the last three (3) years bonus received by Executive; and (C) Executive shall continue to participate in Company-provided medical or health insurance or benefit plans, at no cost to Executive, for twelve (12) months after the date of termination; provided however, that if applicable law or the terms of the plan prohibit the continued participation of Executive or his dependents for all or part of such period, the Company shall make a cash payment to Executive that is sufficient, on an after-tax basis, to allow Executive to obtain insurance that provides substantially the same benefits as the Company-provided medical or health insurance or benefit plan. The Company shall pay the severance payment referenced in this paragraph in equal monthly installments over a period of twelve (12) months. In addition to the foregoing, on the date of a Change of Control, all of Executive’s unvested restricted shares, and equity interests shall vest and be exercisable and all restrictions on the transfer of any shares or equity interests shall lapse as of the date of the Change of Control and any such awards that include an exercise period shall remain exercisable until the earlier of the expiration date of such award or the first anniversary of the date of termination. Notwithstanding the foregoing, if, in connection with a transaction that technically meets, or may meet, the definition of “Change of Control” as set forth in subsection a. above, Executive’s employment by the Company or a successor to the Company is terminated, but Executive is immediately re-hired or otherwise becomes an employee of a successor to the Company or surviving company in such a transaction, including, by way of example, a “going private” transaction in which the Company’s equity securities are no longer publicly traded, no benefits shall be payable to Executive under this subsection b.

Benefits Upon Change of Control. If, within a period beginning six (6) months before, and ending twelve (12) months after, the date of a Change of Control (the “Change Period”), Executive’s employment with the Company is (i) terminated without Cause (as described in Section 5b above) by the Company (or by the acquiring or successor business entity following a Change of Control), or (ii) terminated for Good Reason (as described in Section 5f above) by Executive: (A) the Company shall pay to Executive any earned and accrued but unpaid installments of base salary and bonus and any other accrued but unpaid amounts due to Executive under Section 4 above through the date of termination; and, subject to the provisions of Sections 14 and 26, (B) the Company shall pay to Executive as severance pay and in lieu of any further compensation for periods subsequent to the termination an amount in cash equal to one and a half (1.5) times Executive’s base salary (based on Executive’s monthly salary on the date of the Change of Control) and one and a half (1.5) times the annual bonus, computed on the average of the last three (3) years bonus received by Executive; and (C) Executive shall continue to participate in Company-provided medical or health insurance or benefit plans, at no cost to Executive, for twelve (12) months after the date of termination; provided however, that if applicable law or the terms of the plan prohibit the continued participation of Executive or his dependents for all or part of such period, the Company shall make a cash payment to Executive that is sufficient, on an after-tax basis, to allow Executive to obtain insurance that provides substantially the same benefits as the Company-provided medical or health insurance or benefit plan. The Company shall pay the severance payment referenced in this paragraph in equal monthly installments over a period of twelve (12) months. In addition to the foregoing, on the date of a Change of Control, all of Executive’s unvested restricted shares, and equity interests shall vest and be exercisable and all restrictions on the transfer of any shares or equity interests shall lapse as of the date of the Change of Control and any such awards that include an exercise period shall remain exercisable until the earlier of the expiration date of such award or the first anniversary of the date of termination. Notwithstanding the foregoing, if, in connection with a transaction that technically meets, or may meet, the definition of “Change of Control” as set forth in subsection a. above, Executive’s employment by the Company or a successor to the Company is terminated, but Executive is immediately re-hired or otherwise becomes an employee of a successor to the Company or surviving company in such a transaction, including, by way of example, a “going private” transaction in which the Company’s equity securities are no longer publicly traded, no benefits shall be payable to Executive under this subsection b.

Benefits Upon Change of Control. If, within a period beginning six (6) months before, and ending twelve (12) months after, the date of a Change of Control (the “Change Period”), Executive’s employment with the Company is (i) terminated without Cause (as described in Section 5b above) by the Company (or by the acquiring or successor business entity following a Change of Control), or (ii) terminated for Good Reason (as described in Section 5f above) by Executive: (A) the Company shall pay to Executive any earned and accrued but unpaid installments of base salary and bonus and any other accrued but unpaid amounts due to Executive under Section 4 above through the date of termination; and, subject to the provisions of Sections 14 and 26, (B) the Company shall pay to Executive as severance pay and in lieu of any further compensation for periods subsequent to the termination an amount in cash equal to one (1) times Executive’s base salary (based on Executive’s monthly salary on the date of the Change of Control) and one (1) times the annual bonus, computed on the average of the last three (3) years bonus received by Executive; and (C) Executive shall continue to participate in Company-provided medical or health insurance or benefit plans, at no cost to Executive, for twelve (12) months after the date of termination; provided however, that if applicable law or the terms of the plan prohibit the continued participation of Executive or his dependents for all or part of such period, the Company shall make a cash payment to Executive that is sufficient, on an after-tax basis, to allow Executive to obtain insurance that provides substantially the same benefits as the Company-provided medical or health insurance or benefit plan. The Company shall pay the severance payment referenced in this paragraph in equal monthly installments over a period of twelve (12) months. In addition to the foregoing, on the date of a Change of Control, all of Executive’s unvested restricted shares, and equity interests shall vest and be exercisable and all restrictions on the transfer of any shares or equity interests shall lapse as of the date of the Change of Control and any such awards that include an exercise period shall remain exercisable until the earlier of the expiration date of such award or the first anniversary of the date of termination. Notwithstanding the foregoing, if, in connection with a transaction that technically meets, or may meet, the definition of “Change of Control” as set forth in subsection a. above, Executive’s employment by the Company or a successor to the Company is terminated, but Executive is immediately re-hired or otherwise becomes an employee of a successor to the Company or surviving company in such a transaction, including, by way of example, a “going private” transaction in which the Company’s equity securities are no longer publicly traded, no benefits shall be payable to Executive under this subsection b.

Benefits Upon Change of Control. If, within a period beginning six (6) months before, and ending twelve (12) months after, the date of a Change of Control (the “Change Period”), Executive’s employment with the Company is (i) terminated without Cause (as described in Section 5b above) by the Company (or by the acquiring or successor business entity following a Change of Control), or (ii) terminated for Good Reason (as described in Section 5f above) by Executive: (A) the Company shall pay to Executive any earned and accrued but unpaid installments of base salary and bonus and any other accrued but unpaid amounts due to Executive under Section 4 above through the date of termination; and, subject to the provisions of Sections 14 and 26, (B) the Company shall pay to Executive as severance pay and in lieu of any further compensation for periods subsequent to the termination an amount in cash equal to one times Executive’s base salary (based on Executive’s monthly salary on the date of the Change of Control) and one times the annual bonus, computed on the average of the last three (3) years bonus received by ExecutiveExecutive (if three years of bonus history is not available, then the most recent annually paid or targeted bonus will be used); and (C) Executive shall continue to participate in Company-provided medical or health insurance or benefit plans, at no cost to Executive, for twelve (12) months after the date of termination; provided however, that if applicable law or the terms of the plan prohibit the continued participation of Executive or his dependents for all or part of such period, the Company shall make a cash payment to Executive that is sufficient, on an after-tax basis, to allow Executive to obtain insurance that provides substantially the same benefits as the Company-provided medical or health insurance or benefit plan. The Company shall pay the severance payment referenced in this paragraph in equal monthly installments over a period of twelve (12) months. In addition to the foregoing, on the date of a Change of Control, all of Executive’s unvested restricted shares, and equity interests shall vest and be exercisable and all restrictions on the transfer of any shares or equity interests shall lapse as of the date of the Change of Control and any such awards that include an exercise period shall remain exercisable until the earlier of the expiration date of such award or the first anniversary of the date of termination. Notwithstanding the foregoing, if, in connection with a transaction that technically meets, or may meet, the definition of “Change of Control” as set forth in subsection a. above, Executive’s employment by the Company or a successor to the Company is terminated, but Executive is immediately re-hired or otherwise becomes an employee of a successor to the Company or surviving company in such a transaction, including, by way of example, a “going private” transaction in which the Company’s equity securities are no longer publicly traded, no benefits shall be payable to Executive under this subsection b.

Benefits Upon Change of Control. If, within a period beginning six (6) months before, and ending twelve (12) months after, the date of a Change of Control (the “Change Period”), Executive’s employment with the Company is (i) terminated without Cause (as described in Section 5b above) by the Company (or by the acquiring or successor business entity following a Change of Control), or (ii) terminated for Good Reason (as described in Section 5f above) by Executive: (A) the Company shall pay to Executive any earned and accrued but unpaid installments of base salary and bonus and any other accrued but unpaid amounts due to Executive under Section 4 above through the date of termination; and, subject to the provisions of Sections 14 15 and 2627, (B) the Company shall pay to Executive as severance pay and in lieu of any further compensation for periods subsequent to the termination an amount in cash equal to two and ninety nine one hundreds (2.99) times Executive’s base salary (based on Executive’s monthly salary on the date of the Change of Control) and two and ninety nine one hundreds (2.99) times the Executive’s average annual bonus, computed on as the average of the last three (3) years bonus received by ExecutiveExecutive (if three years of bonus history is not available, then the most recent annually paid or targeted bonus will be used); and (C) Executive shall continue to participate in Company-provided medical or health insurance or benefit plans, at no cost to Executive, for twelve twenty-four (1224) months after the date of termination; provided however, that if applicable law or the terms of the plan prohibit the continued participation of Executive or his dependents for all or part of such period, the Company shall make a cash payment to Executive that is sufficient, on an after-tax basis, to allow reimburse Executive to obtain for obtaining insurance that provides substantially the same benefits as the Company-provided medical or health insurance or benefit planplan over the same one-year period. The Company shall pay the severance payment referenced in this paragraph in equal monthly installments over a period of twelve twenty-four (1224) monthsmonths beginning thirty (30) days after the date of termination. In addition to the foregoing, on the date of a Change of Control, all of Executive’s unvested restricted shares, and equity interests shall vest and be exercisable and all restrictions on the transfer of any shares or equity interests shall lapse as of the date of the Change of Control and any such awards that include an exercise period shall remain exercisable until the earlier of the expiration date of such award or the first anniversary of the date of termination. Notwithstanding the foregoing, if, in connection with a transaction that technically meets, or may meet, the definition of “Change of Control” as set forth in subsection a. above, Executive’s employment by the Company or a successor to the Company is terminated, but Executive is immediately re-hired or otherwise becomes an employee of a successor to the Company or surviving company in such a transaction, including, by way of example, a “going private” transaction in which the Company’s equity securities are no longer publicly traded, no benefits shall be payable to Executive under this subsection b.b and the Agreement will be assumed by the Company or a successor to the Company.

Benefits Upon Change of Control. If, within a period beginning six (6) months before, and ending twelve (12) months after, the date of a Change of Control (the “Change Period”), Executive’s employment with the Company is (i) terminated without Cause (as described in Section 5b above) by the Company (or by the acquiring or successor business entity following a Change of Control), or (ii) terminated for Good Reason (as described in Section 5f above) by Executive: (A) the Company shall pay to Executive any earned and accrued but unpaid installments of base salary and bonus and any other accrued but unpaid amounts due to Executive under Section 4 above through the date of termination; and, subject to the provisions of Sections 14 15 and 2627, (B) the Company shall pay to Executive as severance pay and in lieu of any further compensation for periods subsequent to the termination an amount in cash equal to two and one half (2.5) times Executive’s base salary (based on Executive’s monthly salary on the date of the Change of Control) and two and one half (2.5) times the Executive’s average annual bonus, computed on as the average of the last three (3) years bonus received by ExecutiveExecutive (if three years of bonus history is not available, then the most recent annually paid or targeted bonus will be used); and (C) Executive shall continue to participate in Company-provided medical or health insurance or benefit plans, at no cost to Executive, for twelve twenty-four (1224) months after the date of termination; provided however, that if applicable law or the terms of the plan prohibit the continued participation of Executive or his dependents for all or part of such period, the Company shall make a cash payment to Executive that is sufficient, on an after-tax basis, to allow reimburse Executive to obtain for obtaining insurance that provides substantially the same benefits as the Company-provided medical or health insurance or benefit planplan over the same one-year period. The Company shall pay the severance payment referenced in this paragraph in equal monthly installments over a period of twelve twenty-four (1224) monthsmonths beginning thirty (30) days after the date of termination. In addition to the foregoing, on the date of a Change of Control, all of Executive’s unvested restricted shares, and equity interests shall vest and be exercisable and all restrictions on the transfer of any shares or equity interests shall lapse as of the date of the Change of Control and any such awards that include an exercise period shall remain exercisable until the earlier of the expiration date of such award or the first anniversary of the date of termination. Notwithstanding the foregoing, if, in connection with a transaction that technically meets, or may meet, the definition of “Change of Control” as set forth in subsection a. above, Executive’s employment by the Company or a successor to the Company is terminated, but Executive is immediately re-hired or otherwise becomes an employee of a successor to the Company or surviving company in such a transaction, including, by way of example, a “going private” transaction in which the Company’s equity securities are no longer publicly traded, no benefits shall be payable to Executive under this subsection b.b and the Agreement will be assumed by the Company or a successor to the Company.