Preview | Change in Control Agreement |

1. Payments and Benefits Upon a Change in Control. If within twenty-four (24) months after a Change in Control (as defined below) or during the Period Pending a Change in Control (as defined below): (i) the Company shall terminate Executives employment with the Company without Good Cause (as defined below), or (ii) Executive shall voluntarily terminate such employment with Good Reason (as defined below), the Company shall, within 30 days of Executives Employment Termination (as defined below), make the payments and provide the benefits described below.

(b) Bonuses. The Company shall make a lump sum cash payment to Executive equal to the sum of the following amounts: (i) a bonus equal to two times the lesser of: (a) the Executives target bonus amount for the fiscal year in which Executives Employment Termination occurs, or (b) the bonus the Executive earned in the prior fiscal year (however, if the Executives Employment Termination takes place in the 2007 fiscal year, this amount shall be the Executives target bonus amount for 2007); provided, however, that if the target bonus amount for the fiscal year has not yet been determined as of the date of the Executives Employment Termination, then the bonus amount payable hereunder shall be calculated based on the Executives target bonus amount for the previous fiscal year, regardless of whether such bonus was actually earned; plus (ii) all of Executives unpaid, but accrued matching bonus pursuant to the Longevity Contingent Bonus Plan. Payments made pursuant to subsection (i) above shall not be subject to matching pursuant to the Longevity Contingent Bonus Plan.

(c) Welfare Benefit Plans. With respect to each Welfare Benefit Plan (as defined below), for the period beginning on Executives Employment Termination and ending on the earlier of: (i) twenty-four (24) months following Executives Employment Termination, or (ii) the date Executive becomes covered by a welfare benefit plan or

program maintained by an entity other than the Company which provides coverage or benefits substantially equivalent to such Welfare Benefit Plan, Executive shall continue to participate in such Welfare Benefit Plan on the same basis and at the same cost to Executive as was the case immediately prior to the Change in Control (or, if more favorable to Executive, as was the case at any time hereafter), or, if any benefit or coverage cannot be provided under a Welfare Benefit Plan because of applicable law or contractual provisions, Executive shall be provided with substantially similar benefits and coverage for such period. Immediately following the expiration of the continuation period required by the preceding sentence, Executive shall be entitled to continued group health benefit plan coverage (so-called COBRA coverage) in accordance with Section 498OB of the Internal Revenue Code of 1986, as amended (the Code), it being intended that COBRA coverage shall be consecutive to the benefit and coverage provided for in the preceding sentence.

End of Preview

Home Intelligence Services Subscriptions News About Us