Common use of Change of Control Payment Clause in Contracts

Change of Control Payment. (a) If Employee is employed by the Company at the time of any Change of Control (as defined below) of the Company, Employee shall be entitled to the following: (i) within 10 days after the date of the Change of Control be paid a lump sum payment by the Company equal to one and one-half times the sum of (A) Employee's then current annual salary, plus (B) the full amount of the bonus Employee was eligible to receive for the fiscal year in which the Change of Control occurred, assuming for purposes hereof that Employee would have received 100% of Employee's bonus potential. (ii) accelerated vesting and exercisability of all outstanding stock options and Employee shall have up to six months after the date of the Change of Control to exercise all operations previously granted to Employee; (iii) accelerated vesting of all restricted shares previously awarded to Employee free from any "Lockup Period" that might otherwise apply pursuant to the Company's Strategic Long Term Plan; and (iv) continued enrollment for a period of one year in the Company's group life and health insurance all on terms that are no less favorable to Employee than those that were in effect on the date of the Change of Control, whether or not Employee remains in the employ of the Company for any or all of such period. (b) As used in this Agreement, "Change of Control" of the Company means: (i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (a "Person") of beneficial ownership (within the meaning of Rule 13d3 promulgated under the Exchange Act as in effect from time to time) of 20% or more of either (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that the following acquisitions shall not constitute an acquisition of control: (1) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege), (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, (4) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (A), (B) and (C) of subsection (iii) of this Section 7(b) are satisfied, or (5) any acquisition by any Person who on the date of this Agreement is a director or officer of the Company or is the beneficial owner of 20% or more of the outstanding voting securities of the Company ("Affiliated Person");

Change of Control Payment. (a) If Employee is employed by the Company at the time of any a Change of Control (as defined below) of occurs during the CompanyTerm, Employee shall be entitled to receive the followingfollowing from the Company: (i) within 10 days after immediately at the date time of the Change of Control be paid Control, the Company shall pay to Employee in a lump sum payment by the Company sum, in cash, payable in United States currency, an amount equal to one and one-half 5.26 times the sum of (A) Employee's then current annual salary, plus (B) the full amount of the bonus Employee was eligible to receive for the fiscal year in which the Change of Control occurred, assuming for purposes hereof that Employee would have received 100% of Employee's bonus potential.Adjusted Annual Compensation; and, (ii) accelerated vesting and exercisability of all outstanding stock options and Employee shall have up to six months after the date of the Change of Control to exercise all operations previously granted to Employee; (iii) accelerated vesting of all restricted shares previously awarded to Employee free from notwithstanding anything in any "Lockup Period" that might otherwise apply pursuant Company incentive plan or arrangement to the Company's Strategic Long Term Plan; contrary, all incentive awards and/or deferred amounts of Employee thereunder shall become 100% vested and (iv) continued enrollment for a period of one year payable in the Company's group life and health insurance all on terms that are no less favorable to Employee than those that were full in effect cash immediately on the date of the Change of Control, whether or not Employee remains in the employ of the Company for any or all of such period. (b) As used The Company may withhold from any amounts payable under this Agreement all such taxes as it shall be required to withhold pursuant to any applicable law or regulation. (c) Company may not withhold any sums due payable to Employee under this Agreement. (d) If Employee's employment with the Company terminates prior to, but within six months of, the date on which a Change of Control occurs and it is reasonably demonstrated by Employee that such termination of employment was by the Company (including a constructive discharge) in connection with or in anticipation of the Change of Control, then, for purposes of this Agreement, "the Change of Control shall be deemed to have occurred on the date immediately prior to the date of Employee's termination of employment. (e) In the event the Employee dies or becomes disabled after a definitive agreement relating to a Change of Control event or the Company's Board of Directors has approved a Change of Control event has been entered into but prior to the effective date of the Change of Control" , the Employee (or, in the event of his death, his estate) shall receive the amounts payable herein within fifteen (15) days of the Company means: (i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) effective date of the Securities Exchange Act Change of 1934Control. For purposes of this section, as amended ("disability" shall mean due to sickness or injury where an Employee is unable to perform the "Exchange Act") (a "Person") of beneficial ownership (within the meaning of Rule 13d3 promulgated under the Exchange Act as in effect from time to time) of 20% or more of either (A) the then outstanding shares of common stock material duties of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that the following acquisitions shall not constitute an acquisition of control: (1) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege), (2) any acquisition by Employee's occupation with the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, (4) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (A), (B) and (C) of subsection (iii) of this Section 7(b) are satisfied, or (5) any acquisition by any Person who on the date of this Agreement is a director or officer of the Company or is the beneficial owner of 20% or more of the outstanding voting securities of the Company ("Affiliated Person");.

Change of Control Payment. (a) If Employee is employed by Subject to all of the Company at conditions set forth in this Section 3.02(a), each of the time individuals set forth on Schedule 3.02(a) (each a “Designated Individual”), attached hereto, shall be entitled to a Change of Control Payment pursuant to the terms of this Section 3.02. Each Designated Individual’s right to receive a Change of Control Payment on any Change of Control Payment Date is subject to all of the following conditions precedent: (as defined belowi) EFSC must be subject to a Change of Control which is consummated prior to the expiration of the last Contingency Year, (ii) the sum of the Company, Employee shall be entitled ’s Pre-Tax Income for all Contingency Years completed prior to the following: (i) within 10 days after the date occurrence of the Change of Control be paid a lump sum payment by the Company must equal to one and one-half times or exceed the sum of all Threshold Pre-Tax Income amounts for all such Contingency Years; provided that the condition set forth in this clause (Aii) Employee's then current annual salary, plus (B) the full amount of the bonus Employee was eligible shall be deemed satisfied if EFSC is subject to receive for the fiscal year in which the a Change of Control occurredprior to December 31, assuming for purposes hereof that Employee would 2008, and (iii) such Designated Individual shall have received 100% remained continuously employed with EFSC, its subsidiaries, Affiliates, successors or assigns through and including the applicable Change of Employee's bonus potentialControl Payment Date. (iib) accelerated vesting and exercisability Each Designated Individual’s aggregate Change of Control Payment shall equal an amount determined in accordance with the provisions of Schedule 3.02(a). The aggregate amount of all outstanding stock options Change of Control Payments shall not, in any event, exceed $1,000,000.00. (c) The Change of Control Payments, if any, shall be paid by EFSC or its successors or assigns on each of the first, second and Employee shall have up to six months after the date third anniversary of the Change of Control to exercise all operations previously granted to Employee; (iii) accelerated vesting of all restricted shares previously awarded to Employee free from any "Lockup Period" that might otherwise apply pursuant to the Company's Strategic Long Term Plan; and (iv) continued enrollment for a period of one year described in the Company's group life and health insurance all on terms that are no less favorable to Employee than those that were in effect on the immediately preceding subsection (a) (each such date of the a “Change of Control, whether or not Employee remains Control Payment Date”). Any Change of Control Payment shall be in the employ form of the Company for any or all of such periodcash. (bd) As used in this Agreement, "Change For the avoidance of Control" of the Company meansconfusion: (i) The acquisition by this Section 3.02 does not alter, amend, modify or waive any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) provision of the Securities Exchange Act of 1934Employment Agreement to which a Designated Individual is a party, as amended such Employment Agreement is modified pursuant to an Employment Agreement Amendment, (the "Exchange Act") (a "Person") of beneficial ownership (within the meaning of Rule 13d3 promulgated under the Exchange Act as in effect from time to time) of 20% or more of either (Aii) the then outstanding shares termination of common stock a Designated Individual’s employment with EFSC or its subsidiaries or Affiliates prior to a Change of Control Payment Date for any length of time and for any reason or no reason shall constitute a failure of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally condition set forth in the election of directors; provided, however, that the following acquisitions shall not constitute an acquisition of control: (1) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege), (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, (4) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (A), (BSection 3.02(a)(iii) and (C) of subsection (iii) EFSC, in its sole and absolute discretion, may engage in or refuse to engage in any Change of this Section 7(b) are satisfied, or (5) any acquisition by any Person who on the date of this Agreement is a director or officer of the Company or is the beneficial owner of 20% or more of the outstanding voting securities of the Company ("Affiliated Person");Control.

Change of Control Payment. (a) If Employee is employed by the Company at the time of any Change of Control (as defined below) of the Company, Employee shall be entitled Subject to the following:provisions herein (including, without limitation, the restrictions on payment contained in Section 3 and the subordination provisions contained in Section 4): (i) within 10 days after upon a Change of Control, the Noteholder shall have the right to require the Issuer to repurchase this Note at a repurchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest if any, to the date of repurchase, in accordance with the Change of Control be paid a lump sum payment by the Company equal to one and one-half times the sum of terms contemplated in clause (Aii) Employee's then current annual salary, plus (B) the full amount of the bonus Employee was eligible to receive for the fiscal year in which the Change of Control occurred, assuming for purposes hereof that Employee would have received 100% of Employee's bonus potential.below; (ii) accelerated vesting within 10 Business Days following any Change of Control, the Issuer shall notify the Noteholder that a Change of Control has occurred. Such notice shall provide that the Noteholder has the right to require the Issuer to repurchase this Note at a repurchase price in cash equal to 100% of the principal amount thereof plus accrued and exercisability of all outstanding stock options and Employee shall have up unpaid interest, if any, to six months after the date of repurchase and set forth the Change proposed date of Control to exercise all operations previously granted to Employeerepurchase (which shall be a Business Day and shall in no event be earlier than 10 Business Days from the date of such notice (such date, the “Repurchase Date”)); (iii) accelerated vesting the Noteholder shall notify the Issuer of all restricted shares previously awarded its election to Employee free from any "Lockup Period" that might otherwise apply pursuant tender the Note for purchase by the Issuer on the terms set forth in the notice by no later than 10 Business Days after receipt of such notice, which election shall be irrevocable and shall be in respect of not less than the entire Note. If the Noteholder shall not have informed the Issuer of its election at the expiration of such 10 Business Day period, the Noteholder shall be deemed conclusively not to have elected to tender the Company's Strategic Long Term PlanNote for purchase by the Issuer; and and (iv) continued enrollment for a period of one year on the Repurchase Date, the Noteholder shall tender the Note to the Issuer against the deposit by the Issuer in the Company's group life and health insurance all on terms that are no less favorable Noteholder’s account (which account shall be the same account as set forth in Section 1 above) of funds sufficient to Employee than those that were in effect on pay the date purchase price of the Change of Control, whether or not Employee remains in the employ Note so tendered. Upon repurchase of the Company for any or Note by the Issuer pursuant to this Section 2(b), the Note shall be cancelled and all of such period. (b) As used in this Agreement, "Change of Control" obligations of the Company means: (i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (a "Person") of beneficial ownership (within the meaning of Rule 13d3 promulgated under the Exchange Act as in effect from time to time) of 20% or more of either (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that the following acquisitions Issuer thereunder shall not constitute an acquisition of control: (1) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege), (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, (4) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (A), (B) and (C) of subsection (iii) of this Section 7(b) are satisfied, or (5) any acquisition by any Person who on the date of this Agreement is a director or officer of the Company or is the beneficial owner of 20% or more of the outstanding voting securities of the Company ("Affiliated Person");be terminated.

Change of Control Payment. (a) If 13.1. In the event that the employment of the Employee is employed under this Agreement shall be terminated by the Company at the time of any Corporation without "cause" within twelve months after a Change of Control (as defined belowherein defined) of the CompanyCorporation, provided that such change of control occurs after September 1, 2002, or by the Employee for "Good Reason" (as hereinafter defined) within twelve months after a Change of Control (as herein defined) of the Corporation, in addition to the Salary and other compensation (including accrued vacation, cash bonuses, incentive and performance compensation) earned hereunder and unpaid or not delivered through the date of termination and any benefits referred to in which the Employee has a vested right under the terms and conditions of the plan or program pursuant to which such benefits were granted (without regard to such termination) but in lieu of the Severance Payment, the Corporation shall pay the Employee a cash payment (the "Change of Control Payment") equal in the aggregate to the sum of twelve months' Salary and all bonuses earned by the Employee during the twelve months preceding such termination. 13.2. The Change of Control Payment shall be paid to the Employee in twelve consecutive, equal monthly installments, on the fifteenth day of each calendar month commencing during the month next following the (1) the first to occur of the month in which the Employee is no longer employed by the Corporation and (2) the effective date of a general release from the Employee in customary form for such circumstances. The Change of Control Payment shall be in lieu of any other claim for compensation under this Agreement, any wage continuation law or at common law, or any claim to severance or similar payments or benefits which the Employee may otherwise have or make. If group health plan benefits continue for employees of the Corporation following such Change of Control, the Health Benefit shall also continue for a twelve month period. Without limiting any other rights or remedies which the Corporation may have, it is understood that the Corporation shall be under no further obligation to make any such Change of Control Payments and shall be entitled to be reimbursed therefor by the following:Employee or his estate if the Employee violates any of the covenants set forth in this Agreement. (i) within 10 days after 13.3. In the date of event that the Change of Control Payment shall become payable to the Employee, the Employee shall not be paid a lump sum payment required, either in mitigation of damages or by the Company equal terms of any provisions of this Agreement or otherwise, to one seek or accept other employment, and one-half times if the sum Employee does accept other employment, any benefits or payments under this Agreement shall not be reduced by any compensation earned or other benefits received as a result of such employment. 13.4. For purposes of this Section, "Good Reason" shall mean the occurrence of any of the following events: (Aa) a material adverse change in the nature or scope of the Employee's then current annual salaryresponsibilities, plus (B) the full amount of the bonus Employee was eligible authorities, title, powers, functions or reporting procedures prior to receive for the fiscal year in which the a Change of Control occurred, assuming for purposes hereof that Employee would have received 100% (other than changes to reflect the integration of the Corporation with an acquiror's operations which do not amount to the functional equivalent of a demotion); (b) a reduction in the Employee's bonus potentialannual base Salary as in effect immediately prior to a Change of Control; or (c) the relocation of the office at which the Employee is principally employed immediately prior to a Change of Control to a location more than 50 miles from such office or the requirement by the acquiror for the Employee to be based anywhere other than such current office, except for required business travel to an extent substantially consistent with the Employee's business travel obligations immediately prior to the Change or Control. (ii) accelerated vesting and exercisability 13.5. In addition, after the Employee has been employed with the company for a period of three months, all outstanding stock options and Employee shall have up to six months after the date of the Change of Control to exercise all operations previously granted to Employee; (iii) accelerated vesting of all restricted shares previously awarded to Employee free from any "Lockup Period" that might otherwise apply pursuant to the Company's Strategic Long Term Plan; and (iv) continued enrollment for vest upon a period of one year in the Company's group life and health insurance all on terms that are no less favorable to Employee than those that were in effect on the date of the Change of Control, whether or not Employee remains in the employ of the Company for any or all of such period. (b) As used in this Agreement, "Change of Control" of the Company means: (i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (a "Person") of beneficial ownership (within the meaning of Rule 13d3 promulgated under the Exchange Act as in effect from time to time) of 20% or more of either (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that the following acquisitions shall not constitute an acquisition change of control: (1) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege), (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, (4) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (A), (B) and (C) of subsection (iii) of this Section 7(b) are satisfied, or (5) any acquisition by any Person who on the date of this Agreement is a director or officer of the Company or is the beneficial owner of 20% or more of the outstanding voting securities of the Company ("Affiliated Person");.

Change of Control Payment. (a) If Employee is employed by the Company at the time of any The Change of Control (as defined below) of the Company, Employee Payment shall be entitled to the following: (i) within 10 days after the date of the Change of Control be paid a lump sum payment by the Company equal to one and one-half times the sum of (A) Employee's then current annual salary, plus (B) the full amount of the bonus Employee was eligible to receive for the fiscal year in which the Change of Control occurred, assuming for purposes hereof that Employee would have received 100% of Employee's bonus potential. (ii) accelerated vesting and exercisability of all outstanding stock options and Employee shall have up to six months after the date of the Change of Control to exercise all operations previously granted to Employee; (iii) accelerated vesting of all restricted shares previously awarded to Employee free from any "Lockup Period" that might otherwise apply pursuant to the Company's Strategic Long Term Plan; and (iv) continued enrollment for a period of one year in the Company's group life and health insurance all on terms that are no less favorable to Employee than those that were in effect on the date of the Change of Control, whether or not Employee remains in the employ of the Company for any or all of such period. (b) As used in this Agreement, "Change of Control" of the Company means: (i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (a "Person") of beneficial ownership (within the meaning of Rule 13d3 promulgated under the Exchange Act as in effect from time to time) of 20% or more of either (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directorscash; provided, however, that the Company may elect to pay the Change of Control Payment by delivery of Ordinary Shares if and only if the following acquisitions conditions have been satisfied: (a) The Ordinary Shares deliverable in payment of the Change of Control Payment shall have a fair market value as of the Change of Control Payment Date equal to not constitute an acquisition less than the amount of control: the Change of Control Payment. For purposes of this Section 4.07A, the fair market value of Ordinary Shares shall be equal to 95% of the average of the Daily Market Price of the Ordinary Shares for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Change of Control Payment Date; (1b) In the event any acquisition directly from Ordinary Shares to be issued in payment of the Change of Control Payment hereunder require registration under any Federal securities law before such shares may be freely transferrable without being subject to any transfer restrictions under the Securities Act upon repurchase, such registration shall have been completed and shall have become effective prior to the Change of Control Payment Date (provided, however, that the Company shall be required to maintain an effective registration statement with respect to the Securities and Ordinary Shares for a period of only two years); (excluding an acquisition by virtue c) In the event any Ordinary Shares to be issued in payment of the exercise Change of Control Payment hereunder require registration with, approval of, or an exemption from any governmental authority under any State law or any United States Federal or Israeli law before such shares may be validly issued or delivered upon repurchase, such registration shall have been completed, have become effective and such approval shall have been obtained, in each case, prior to (and shall be in full force and effect at the time of) the Change of Control Payment; (d) The Ordinary Shares deliverable in payment of the Change of Control Payment shall have been included for trading in the NNM or listed on a conversion privilege)national securities exchange, in either case, prior to and immediately following the Change of Control Payment Date; and (2e) any acquisition by All Ordinary Shares deliverable in payment of the Change of Control Payment shall be issued out of the Company's authorized but unissued Ordinary Shares and will, (3) upon issue, be duly and validly issued and fully paid and non-assessable and free of any acquisition by any employee benefit plan (or related trust) sponsored or maintained preemptive rights. If all of the conditions set forth in this Section 4.07A are not satisfied in accordance with the terms thereof, the Change of Control Payment shall be paid by the Company or any corporation controlled by the Company, (4) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described only in clauses (A), (B) and (C) of subsection (iii) of this Section 7(b) are satisfied, or (5) any acquisition by any Person who on the date of this Agreement is a director or officer of the Company or is the beneficial owner of 20% or more of the outstanding voting securities of the Company ("Affiliated Person");cash.

Change of Control Payment. (a) If Employee is employed by the Company at the time of any Change of Control (as defined below) of the Company, Employee shall be entitled to the following: (i) within 10 days after the date of the Change of Control be paid a lump sum payment by the Company equal to one and one-half times the sum of (A) Employee's then current annual salary, salary plus (B) the full amount of the bonus Employee was eligible to receive for the fiscal year in which the Change of Control occurred, assuming for purposes hereof that Employee would have received 100% of Employee's bonus potential. (ii) accelerated vesting and exercisability of all outstanding stock options and Employee shall have up to six months after the date of the Change of Control to exercise all operations previously granted to Employee; (iii) accelerated vesting of all restricted shares previously awarded to Employee free from any "Lockup Period" that might otherwise apply pursuant to the Company's Strategic Senior Long Term Plan; and and (iv) continued enrollment for a period of one year six months in the Company's group life and health insurance all on terms that are no less favorable to Employee than those that were in effect on the date of the Change of Control, whether or not Employee remains in the employ of the Company for any or all of such period. (b) As used in this Agreement, "Change of Control" of the Company means: (i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (a "Person") of beneficial ownership (within the meaning of Rule 13d3 13d-3 promulgated under the Exchange Act as in effect from time to time) of 20% or more of either (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that the following acquisitions shall not constitute an acquisition of control: (1) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege), (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, (4) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (A), (B) and (C) of subsection (iii) of this Section 7(b) are satisfied, or (5) any acquisition by any Person who on the date of this Agreement is a director or officer of the Company or is the beneficial owner of 20% or more of the outstanding voting securities of the Company ("Affiliated Person");

Change of Control Payment. (a) If Employee is employed by the Company at the time of any Change of Control (as defined below) of the Company, Employee shall be entitled to the following: (i) within 10 days after the date of the Change of Control be paid a lump sum payment by the Company equal to one and one-half times the sum of (A) Employee's then current annual salary, plus (B) the full amount of the bonus Employee was eligible to receive for the fiscal year in which the Change of Control occurred, assuming for purposes hereof that Employee would have received 100% of Employee's bonus potential. (ii) accelerated vesting and exercisability of all outstanding stock options and Employee shall have up to six months after the date of the Change of Control to exercise all operations previously granted to Employee; (iii) accelerated vesting of all restricted shares previously awarded to Employee free from any "Lockup Period" that might otherwise apply pursuant to the Company's Strategic Long Term Plan; and and (iv) continued enrollment for a period of one year in the Company's group life and health insurance all on terms that are no less favorable to Employee than those that were in effect on the date of the Change of Control, whether or not Employee remains in the employ of the Company for any or all of such period. (b) As used in this Agreement, "Change of Control" of the Company means: (i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (a "Person") of beneficial ownership (within the meaning of Rule 13d3 promulgated under the Exchange Act as in effect from time to time) of 20% or more of either (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that the following acquisitions shall not constitute an acquisition of control: (1) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege), (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, (4) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (A), (B) and (C) of subsection (iii) of this Section 7(b) are satisfied, or (5) any acquisition by any Person who on the date of this Agreement is a director or officer of the Company or is the beneficial owner of 20% or more of the outstanding voting securities of the Company ("Affiliated Person");