Common use of After Change of Control Clause in Contracts

After Change of Control. Executive may terminate this Agreement upon thirty (30) days' written notice to Employer following any "change of control" of Employer and a resulting "diminution event", each as defined below, but in no event later than two years after the change of control event. Executive shall continue to perform, at the election of Employer, his duties under this Agreement for an additional thirty (30) days following notice of termination. In such event, Executive shall (A) be paid his Base Compensation and a pro rata portion of any bonus otherwise payable to him for or with respect to the calendar year in which such termination occurs (but, to the extent not previously paid, Executive shall be entitled to any bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs) in accordance with Sections 3(a) and 3(b) hereof, respectively (provided that, if such termination occurs prior to February 28, no bonus shall be payable for or with respect to the calendar year in which such termination occurs), up to the effective date of such termination, (B) be entitled to the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (C) receive the Termination Compensation specified in Section 5(d) hereof. For purposes of this Agreement, in the event Employer defaults in its obligation under Section 9 hereof and, as a consequence thereof, Executive's employment with Employer (or Employer's successor or assign) terminates, such termination shall be deemed to be a termination under this Section 5(b)(i).

After Change of Control. Executive may terminate this Agreement upon thirty (30) days' written notice to Employer following any "change of control" of Employer and a resulting "diminution event", each as defined below, but in no event later than two years after the change of control event. Executive shall continue to perform, at the election of Employer, his duties under this Agreement for an additional thirty (30) days following notice of termination. In such event, Executive shall (A) be paid his Base Compensation and a pro rata portion of any bonus otherwise payable to him for or with respect to the calendar year in which such termination occurs (but, to the extent not previously paid, Executive shall be entitled to any bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs) in accordance with Sections 3(a) and 3(b) hereof, respectively (provided that, if such termination occurs prior to February 28, no bonus shall be payable for or with respect to the calendar year in which such termination occurs), up to the effective date of such termination, (B) be entitled to the benefits set forth in Sections 3(c), 3(d) and 3(e3(d) hereof up to the effective date of such termination and (C) receive the Termination Compensation specified in Section 5(d5(e) hereof. For purposes of this Agreement, in the event Employer defaults in its obligation under Section 9 hereof and, as a consequence thereof, Executive's employment with Employer (or Employer's successor or assign) terminates, such termination shall be deemed to be a termination under this Section 5(b)(i).

After Change of Control. Executive may terminate this Agreement upon thirty If, within a two (302) days' written notice to Employer year period following any a "change of in control" of Employer and a resulting "diminution event", each as defined below, but in no event later than two years after the change of control event. Executive shall continue to perform, at the election of Employer, his duties under Employer terminates this Agreement for an additional any reason other than as provided in Section 5(a)(ii),, Employer shall pay to Employee, within thirty (30) days following notice of termination, the greater of (i) two (2) times Employee's Base Compensation as provided in Section 3(a) hereof, or (ii) Employee's Base Compensation provided in Section 3(a) hereof times the number of years and/or fraction thereof remaining under this Agreement. In such eventaddition, Executive Employee shall (A) be paid his Employee's Base Compensation and up to the effective date of such termination, (B) be paid a pro rata portion of any bonus otherwise payable to him Employee for or with respect to the calendar fiscal year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination, (but, C) to the extent not previously paid, Executive shall be entitled to any all bonuses payable to Executive Employee in accordance with Section 3(b) hereof for or with respect to any calendar fiscal years prior to the calendar fiscal year in which such termination occurs) in accordance with Sections 3(a) and 3(b) hereof, respectively (provided that, if such termination occurs prior to February 28, no bonus shall be payable for or with respect to the calendar year in which such termination occurs), up to the effective date of such termination, (BD) be entitled to the benefits set forth in Sections Section 3(c), 3(d) and 3(e) hereof up to for a period of six (6) months from the effective date of such termination termination, and, as appropriate, be paid amounts accrued and (Cowing pursuant to Sections 3(d) receive the Termination Compensation specified in Section 5(dand 3(e) hereof. For purposes of this Agreement, in the event Employer defaults in its obligation under Section 9 hereof and, as a consequence thereof, ExecutiveEmployee's employment with Employer (or Employer's successor or assign) terminates, such termination shall be deemed to be a termination under this Section 5(b)(i5(a)(iv).

After Change of Control. Executive may terminate this Agreement upon thirty If, within a two (302) days' written notice to Employer year period following any a "change of in control" of Employer and a resulting "diminution event", each as defined below, but in no event later than two years after the change of control event. Executive shall continue to perform, at the election of Employer, his duties under Employer terminates this Agreement for an additional any reason other than as provided in Section 5 (a) (ii) , , Employer shall pay to Employee, within thirty (30) days following notice of termination, the greater of (i) two (2) times Employee's Base Compensation as provided in Section 3(a) hereof, or (ii) Employee's Base Compensation provided in Section 3 (a) hereof times the number of years and/or fraction thereof remaining under this Agreement. In such eventaddition, Executive Employee shall (A) be paid his Employee's Base Compensation and up to the effective date of such termination, (B) be paid a pro rata portion of any bonus otherwise payable to him Employee for or with respect to the calendar fiscal year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination, (but, C) to the extent not previously paid, Executive shall be entitled to any all bonuses payable to Executive Employee in accordance with Section 3(b) hereof for or with respect to any calendar fiscal years prior to the calendar fiscal year in which such termination occurs) in accordance with Sections 3(a) and 3(b) hereof, respectively (provided that, if such termination occurs prior to February 28, no bonus shall be payable for or with respect to the calendar year in which such termination occurs), up to the effective date of such termination, (BD) be entitled to the benefits set forth in Sections Section 3(c), 3(d) and 3(e) hereof up to for a period of six (6) months from the effective date of such termination termination, and, as appropriate, be paid amounts accrued and (Cowing pursuant to Sections 3(d) receive the Termination Compensation specified in Section 5(dand 3(e) hereof. For purposes of this Agreement, in the event Employer defaults in its obligation under Section 9 hereof and, as a consequence thereof, ExecutiveEmployee's employment with Employer (or Employer's successor or assign) terminates, such termination shall be deemed to be a termination under this Section 5(b)(i5(a)(iv).