Common use of Compensation due to Employee Upon Involuntary or Constructive Termination Following a Change in Control Clause in Contracts

Compensation due to Employee Upon Involuntary or Constructive Termination Following a Change in Control. If, following a Change of Control as defined above, the Employee's employment is terminated involuntarily (for any reason) or by Constructive Termination, the Employer shall (i) pay to Employee in a single lump sum an amount equal to (A) 12 months basic salary (at the rate in effect prior to the Change of Control or the date of termination, whichever is greater), plus (B) the total amount paid to or earned by Employee as incentive compensation or bonus payments during the twelve months preceding the Change of Control or date of termination, whichever is greater, (ii) reimburse Employee for the cost of continuing Employee's (and Employee's dependents') medical, disability, dental, life and similar benefits for 12 months pursuant to the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), if the Employee elects to continue such benefits at the time of his termination; (iii) continue for a period of twelve months to provide the car allowance, professional association dues and continuing legal education benefits enjoyed by Employee immediately prior to the Change of Control, and (iv) accelerate the vesting of all then unvested options held by the Employee at the date of termination such that those shares shall vest immediately; provided that the Employee executes a Severance and General Release Agreement in the form attached hereto as Exhibit B.

Compensation due to Employee Upon Involuntary or Constructive Termination Following a Change in Control. If, following a Change of Control as defined above, the Employee's employment is terminated involuntarily (for any reason) or by Constructive Termination, the Employer shall (i) pay to Employee in a single lump sum an amount equal to (A) 12 months basic salary (at the rate in effect prior to the Change of Control or the date of termination, whichever is greater), plus (B) the total amount paid to or earned by Employee as incentive compensation or bonus payments during the twelve months preceding the Change of Control or date of termination, whichever is greater, (ii) reimburse Employee for the cost of continuing Employee's (and Employee's dependents') medical, disability, dental, life and similar benefits for 12 months pursuant to the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), if the Employee elects to continue such benefits at the time of his termination; (iii) continue for a period of twelve months to provide the car allowance, professional association dues and continuing legal education benefits enjoyed by Employee immediately prior to the Change of Control, and (iv) accelerate the vesting of all then unvested options held by the Employee at the date of termination such that those shares shall vest immediatelyimmediately and Employee shall have two years following the date of such termination in which to exercise all options held by Employee at the date of such termination; provided that the Employee executes a Severance and General Release Agreement in the form attached hereto as Exhibit B.B. In the event a Change of Control occurs before Employee has been employed for twelve (12) months, Employee shall for purposes of clause (i) above be deemed to have earned the maximum bonus for which he is eligible during the twelve (12) months preceding Change in Control.