Compensation Upon Clause Samples

Compensation Upon a Change of Control, and whereby the Executive elects to terminate her employment as provided in Paragraph 12(B) above, or is not retained under contract by the surviving entity, the Company will pay the Executive as follows: (1) A lump sum cash payment of the remaining Base Salary due under this Agreement, however no less than one year’s Base Salary at time of termination (2) A lump sum cash payment equal the average of the Annual Bonuses, if any, paid to the Executive for the past 1 year. (3) All unvested Shares or other stock-based grants awarded pursuant to the Incentive Plan or other Company benefit plan will accelerate and vest upon the date of Change of Control.

Compensation Upon a Change of Control, and whereby the Executive elects to terminate his employment as provided in Paragraph 12(B) above, or is not retained under contract by the surviving entity, the Company will pay the Executive as follows: (1) A lump sum cash payment of the remaining Base Salary due under this Agreement, however no less than two year’s Base Salary at time of termination (2) A lump sum cash payment equal the average of the Annual Bonuses, if any, paid to the Executive for the three prior years computed by adding the three prior year bonuses and dividing by three or average based on term of employment if less than three years of service (3) All unvested Shares or other stock-based grants awarded pursuant to the Incentive Plan or other Company benefit plan will accelerate and vest upon the date of Change of Control.

Compensation Upon a Change in Control or in the Event of Termination. Upon the closing of a transaction resulting in a Change in Control of the Company, or in the event that the Employee's employment pursuant to this Agreement terminates prior to the end of the term of this Agreement, the Company shall pay the Employee compensation as set forth below: (i) Severance Payment Upon Change in Control. Following a Change in Control, and only if the Employee is not entitled to receive compensation pursuant to Section 7(b)(i) hereof, the Company shall promptly pay to the Employee an amount equal to eighty percent (80%) of twelve times the average of the Employee's total monthly compensation (salary, bonus and commissions, as applicable) for the twelve months immediately prior to the termination in a single, lump sum payment within ten (10) days after the closing of the transaction resulting in the Change of Control.