Common use of Compensation Upon Certain Terminations Clause in Contracts

Compensation Upon Certain Terminations. (a) If, subsequent to a Change of Control, (i) the Company shall terminate the Executive's employment within two (2) years after such Change of Control or (ii) the Executive shall terminate his employment more than one hundred eighty (180) days after such Change of Control (but within one year after such Change of Control), then the Company shall pay to the Executive in a lump sum on the fifteenth business day following the Date of Termination, the following amounts: (i) The Executive's Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given; (ii) A pro-rata portion of the Executive's target bonus for the year in which the Date of Termination occurs, based upon the number of days that have elapsed during the year in question prior to the Date of Termination. (iii) In lieu of any further salary and bonus payments for periods subsequent to the Date of Termination, an amount equal to 3 multiplied by the sum of (i) the Executive's current Base Salary at such time and (ii) the greater of (I) the average of the bonuses actually received by the Executive with respect to the two calendar years immediately preceding the year in which the Date of Termination occurs or (II) the Executive's target bonus for the year in which the Date of Termination occurs. (iv) All legal fees and expenses incurred as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination, in seeking to obtain or enforce any right or benefit provided by this Agreement, or in interpreting this Agreement). (b) If, subsequent to a Change of Control, (i) the Company shall terminate the Executive's employment within two (2) years after such Change of Control or (ii) the Executive shall terminate his employment more than one hundred eighty (180) days after such Change of Control (but within one year after such Change of Control), the Company shall maintain in full force and effect, for the Executive's continued benefit for thirty-six (36) months after the Date of Termination, all medical and dental employee benefit plans, programs, or arrangements in which he was entitled to participate immediately prior to the Date of Termination, provided that continued participation is possible under the general terms and provisions of such plans and programs. In the event that participation in any such plan or program is barred, the Company shall arrange to provide him with benefits substantially similar in coverage and cost to those which he is entitled to receive under such plans and programs. (c) If, subsequent to a Change of Control, (i) the Company shall terminate the Executive's employment within two (2) years after such Change of Control or (ii) the Executive shall terminate his employment more than one hundred eighty (180) days after such Change of Control (but within one year after such Change of Control), the Company shall allow the Executive, at Company expense, to utilize the services of the public accounting firm used by the Company to audit its books and records (or such other firm as shall be designated by the Company) for assistance in preparation of his tax returns relating to the taxable year in which the Executive's employment was terminated (and for any other taxable year that is affected by the Change of Control).

Compensation Upon Certain Terminations. (a) If, subsequent to a Change of Control, (i) the Company shall terminate the Executive's employment within two (2) years after such Change of Control or (ii) the Executive shall terminate his employment more than one hundred eighty ninety (18090) days after such Change of Control (but within one year after such Change of Control), then the Company shall pay to the Executive in a lump sum on the fifteenth business day following the Date of Termination, the following amounts: (i) The Executive's Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given; (ii) A pro-rata portion of the Executive's target bonus for the year in which the Date of Termination occurs, based upon the number of days that have elapsed during the year in question prior to the Date of Termination. (iii) In lieu of any further salary and bonus payments for periods subsequent to the Date of Termination, an amount equal to 3 multiplied by the sum of (i) the Executive's current Base Salary at such time and (ii) the greater of (I) the average of the bonuses actually received by the Executive with respect to the two calendar years immediately preceding the year in which the Date of Termination occurs or (II) the Executive's target bonus for the year in which the Date of Termination occurs. (iv) All legal fees and expenses incurred as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination, in seeking to obtain or enforce any right or benefit provided by this Agreement, or in interpreting this Agreement). (b) If, subsequent to a Change of Control, (i) the Company shall terminate the Executive's employment within two (2) years after such Change of Control or (ii) the Executive shall terminate his employment more than one hundred eighty ninety (18090) days after such Change of Control (but within one year after such Change of Control), the Company shall maintain in full force and effect, for the Executive's continued benefit for thirty-six (36) months after the Date of Termination, all medical and dental employee benefit plans, programs, or arrangements in which he was entitled to participate immediately prior to the Date of Termination, provided that continued participation is possible under the general terms and provisions of such plans and programs. In the event that participation in any such plan or program is barred, the Company shall arrange to provide him with benefits substantially similar in coverage and cost to those which he is entitled to receive under such plans and programs. (c) If, subsequent to a Change of Control, (i) the Company shall terminate the Executive's employment within two (2) years after such Change of Control or (ii) the Executive shall terminate his employment more than one hundred eighty ninety (18090) days after such Change of Control (but within one year after such Change of Control), the Company shall allow the Executive, at Company expense, to utilize the services of the public accounting firm used by the Company to audit its books and records (or such other firm as shall be designated by the Company) for assistance in preparation of his tax returns relating to the taxable year in which the Executive's employment was terminated (and for any other taxable year that is affected by the Change of Control).