This excerpt taken from the BEC DEF 14A filed Mar 5, 2009.
Change in Control Agreements with Named Executive Officers
The Company is a party to a change in control agreement with each named executive officer. The agreements are substantially identical (except as noted below with respect to our Chief Executive Officer) and provide for certain benefits to be paid to the named executive officer in connection with a termination of employment with the Company under the circumstances described below. As a condition to the benefits described below, the named executive officer must execute a release of claims in favor of the Company. The change in control agreements also contain a perpetual confidentiality provision and a covenant not to solicit the Companys employees for one year following the termination date.
The change in control agreements provide for certain severance benefits in the event that, on or within two years following a change in control of the Company, the named executive officers employment is terminated by the Company (or a successor) without cause (as defined in the agreement) or by the executive for good reason (as defined in the agreement). A termination of employment under the circumstances described above is referred to as a qualifying termination in the agreements. In addition, if the named executive officers employment terminates under the circumstances described above within six months prior to a change in control, the executive may submit to arbitration proceeding the determination of whether the termination was a constructive qualifying termination entitling the named executive officer to severance under the agreement. In the event of a qualifying termination, a named executive officer will be entitled to the following severance pay and benefits:
The following table lists the named executive officers and the estimated amounts they would have become entitled to under their change in control agreement had their employment with the Company terminated on December 31, 2008 under the circumstances described above.