Termination After a Change of Control Occurs. In the event of a Change of Control of the Company (as defined below), all options then granted to Employee which are unvested at the date of the Change of Control will vest pursuant to the provisions of the Company’s LTICP. In lieu of the provisions of Section 5.2(b), if the Company terminates Employee’s employment hereunder within one year following a Change of Control for any reason other than for Disability or Cause (each as defined below), or if Employee terminates his employment hereunder for Good Reason (as defined below) within one year following a Change of Control, then the Company shall pay Employee, not later than the third business day after the effective date of such termination of employment, in addition to the amounts required under Section 5.2(a), a lump sum severance payment in an amount equal to the sum of (i) the product of Employee’s then current annual salary for one year multiplied by two, plus (ii) the product of Employee’s most recent annual bonus payment received for the fiscal year immediately preceding the Change of Control multiplied by two. In addition, the Company shall continue to provide Employee with the benefits described in Section 3.3 until the earlier of (i) the two-year anniversary of the effective date of Employee’s termination of employment or (ii) the date on which Employee obtains substantially equivalent benefits from another party.
Termination After a Change of Control Occurs. In the event of a Change of Control of the Company (as defined below), all options then granted to Employee which are unvested at the date of the Change of Control will vest pursuant to the provisions of the Company’s LTICP. In lieu of the provisions of Section 5.2(b), if the Company terminates Employee’s employment hereunder within six months prior to or two years following a Change of Control for any reason other than for Disability or Cause (each as defined below), or if Employee terminates his employment hereunder for Good Reason (as defined below) within two years following a Change of Control, then the Company shall pay Employee, not later than the third business day after the effective date of such termination of employment, in addition to the amounts required under Section 5.2(a), a lump sum severance payment in an amount equal to the sum of (i) the product of Employee’s then current annual salary for one year multiplied by 2.99, plus (ii) the product of 2.99 multiplied by the higher of (y) Employee’s most recent annual bonus payment received for the fiscal year immediately preceding the Change of Control or (z) 60% of Employee’s then current annual salary. In addition, the Company shall continue to provide Employee with the benefits described in Section 3.4, other than medical insurance, until the earlier of (i) the two-year anniversary of the effective date of Employee’s termination of employment or (ii) the date on which Employee obtains substantially equivalent benefits from another party. The Company shall continue to provide Employee with the medical insurance benefits described in Section 3.4 until the earlier of (i) 18 months after the effective date of Employee’s termination of employment or (ii) the date on which Employee obtains substantially equivalent benefits from another party.
