Common use of On or After a Change in Control Clause in Contracts

On or After a Change in Control. In addition to the Regular Severance Benefits as described in the Executive Letter as modified by section 3 of this letter and the cash in lieu of SERP described in Exhibit D, you will be entitled (subject to signing a release substantially in the form attached to the Executive Letter) to the following bonus compensation if a Change of Control of the Company occurs in 2009 on or prior to your termination of employment with the Company and you remain employed with and fulfill your duties to the Company until the earlier of: (i) the end of the Transition Period (other than if the Transition Period ends by a termination of your employment by the Company for Cause as such term is defined in the Executive Letter) or (ii) December 31, 2009: (1) a single lump sum equal to the amount of bonus for on target performance for 2009 [50% of your annualized Base Salary] (prorated as set forth in subsection (b)(2) only if you resign your employment in 2009 without Good Reason); (2) where the amounts in subsection (b)(1) above shall be a pro rata amount because you resigned your employment in 2009 without Good Reason, such prorated amount shall be calculated as a percentage as follows: i. the numerator shall be the number of days you are employed during 2009; and ii. the denominator shall be the number of days in 2009. The amount described in this Section 4(b) shall be paid at the earlier of: (i) December 31, 2009 or (ii) a termination of your employment by either you or the Company other than if the termination of your employment is by the Company for Cause as such term is defined in the Executive Letter.