Common use of Certain Pre-Change-of-Control Terminations Clause in Contracts

Certain Pre-Change-of-Control Terminations. Notwithstanding any other provision of this Agreement, the Executive’s employment shall be deemed to have been terminated following a Change of Control by the Company without Cause or by the Employee with Good Reason, if (i) the Employee’s employment is terminated by the Company without Cause prior to a Change of Control (whether or not a Change of Control actually occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change of Control, (ii) the Employee terminates his employment for Good Reason prior to a Change of Control (whether or not a Change of Control actually occurs) and the act, circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iii) the Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason and such termination without Cause or the act, circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change of Control and occurred after either a letter of intent with respect to such a transaction or a public announcement of a proposed transaction is made, provided that, in the case of (iii) above, any requirement that the Company pay the amounts required by Section 4.1(a) shall only be required if the transaction is in fact consummated, and if the proposed transaction is abandoned or terminated by the Company or the other Person prior to consummation, then the Executive’s entitlement to a payout under Section 4.1(a) shall revert to that required under the first sentence of Section 3.1(a) hereof (as if a deemed Change of Control had not happened).

Certain Pre-Change-of-Control Terminations. Notwithstanding any other provision of this Agreement, the ExecutiveEmployee’s employment shall be deemed to have been terminated following a Change of Control by the Company without Cause or by the Employee with Good Reason, if (i) the Employee’s employment is terminated by the Company without Cause prior to a Change of Control (whether or not a Change of Control actually occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change of Control, (ii) the Employee terminates his employment for Good Reason prior to a Change of Control (whether or not a Change of Control actually occurs) and the act, circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iii) the Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason and such termination without Cause or the act, circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change of Control and occurred after discussions with such Person regarding a possible Change-of-Control transaction commenced and such discussions produced (whether before or after such termination) either a letter of intent with respect to such a transaction or a public announcement of the pending transaction (whether or not a proposed transaction is made, provided that, in the case of (iii) above, any requirement that the Company pay the amounts required by Section 4.1(a) shall only be required if the transaction is in fact consummated, and if the proposed transaction is abandoned or terminated by the Company or the other Person prior to consummation, then the Executive’s entitlement to a payout under Section 4.1(a) shall revert to that required under the first sentence of Section 3.1(a) hereof (as if a deemed Change of Control had not happenedactually occurs). For purposes of any determination regarding the applicability of the immediately preceding sentence, if the Employee takes the position that such sentence applies and the Company disagrees, the Company shall have the burden of proof in any such dispute.

Certain Pre-Change-of-Control Terminations. Notwithstanding any other provision of this Agreement, the ExecutiveEmployee’s employment shall will be deemed to have been terminated following a Change of Control by the Company without Cause or by the Employee with Good Reason, if (ia) the Employee’s employment is terminated by the Company without Cause prior to a Change of Control (regardless of whether or not a Change of Control actually occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change of Control, ; (iib) the Employee terminates his or her employment for Good Reason prior to a Change of Control (regardless of whether or not a Change of Control actually occurs) and the act, circumstance circumstance, or event which that constitutes Good Reason occurs at the request or direction of such Person, ; or (iiic) the Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason and such termination without Cause or the act, circumstance circumstance, or event which constitutes constituting Good Reason is otherwise in connection with with, or in anticipation of of, a Change of Control and occurred after discussions with such Person regarding a possible Change of Control transaction commenced and such discussions produced (whether before or after such termination) either a letter of intent with respect to such a transaction or a public announcement of the pending transaction (regardless of whether a proposed transaction is made, provided that, in the case of (iii) above, any requirement that the Company pay the amounts required by Section 4.1(a) shall only be required if the transaction is in fact consummated, and if the proposed transaction is abandoned or terminated by the Company or the other Person prior to consummation, then the Executive’s entitlement to a payout under Section 4.1(a) shall revert to that required under the first sentence of Section 3.1(a) hereof (as if a deemed Change of Control had not happenedactually occurs). For purposes of any determination regarding the applicability of the immediately preceding sentence, if the Employee takes the position that such sentence applies and the Company disagrees, the Company will have the burden of proof in any such dispute.

Certain Pre-Change-of-Control Terminations. Notwithstanding any other provision of this Agreement, the Executive’s Employee's employment shall be deemed to have been terminated following a Change of Control by the Company without Cause or by the Employee with Good Reason, if (i) the Employee’s 's employment is terminated by the Company without Cause prior to a Change of Control (whether or not a Change of Control actually occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change of Control, (ii) the Employee terminates his employment for Good Reason prior to a Change of Control (whether or not a Change of Control actually occurs) and the act, circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iii) the Employee’s 's employment is terminated by the Company without Cause or by the Employee for Good Reason and such termination without Cause or the act, circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change of Control and occurred after discussions with such Person regarding a possible Change-of-Control transaction commenced and such discussions produced (whether before or after such termination) either a letter of intent with respect to such a transaction or a public announcement of the pending transaction (whether or not a proposed transaction is made, provided that, in the case of (iii) above, any requirement that the Company pay the amounts required by Section 4.1(a) shall only be required if the transaction is in fact consummated, and if the proposed transaction is abandoned or terminated by the Company or the other Person prior to consummation, then the Executive’s entitlement to a payout under Section 4.1(a) shall revert to that required under the first sentence of Section 3.1(a) hereof (as if a deemed Change of Control had not happenedactually occurs). For purposes of any determination regarding the applicability of the immediately preceding sentence, if the Employee takes the position that such sentence applies and the Company disagrees, the Company shall have the burden of proof in any such dispute.

Certain Pre-Change-of-Control Terminations. Notwithstanding any other provision of this Agreement, the ExecutiveEmployee’s employment shall be deemed to have been terminated following a Change of Control by the Company without Cause or by the Employee with Good Reason, if (i) the Employee’s employment is terminated by the Company without Cause prior to a Change of Control (whether or not a Change of Control actually occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change of Control, (ii) the Employee terminates his or her employment for Good Reason prior to a Change of Control (whether or not a Change of Control actually occurs) and the act, circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iii) the Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason and such termination without Cause or the act, circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change of Control and occurred after discussions with such Person regarding a possible Change-of-Control transaction commenced and such discussions produced (whether before or after such termination) either a letter of intent with respect to such a transaction or a public announcement of the pending transaction (whether or not a proposed transaction is made, provided that, in the case of (iii) above, any requirement that the Company pay the amounts required by Section 4.1(a) shall only be required if the transaction is in fact consummated, and if the proposed transaction is abandoned or terminated by the Company or the other Person prior to consummation, then the Executive’s entitlement to a payout under Section 4.1(a) shall revert to that required under the first sentence of Section 3.1(a) hereof (as if a deemed Change of Control had not happenedactually occurs). For purposes of any determination regarding the applicability of the immediately preceding sentence, if the Employee takes the position that such sentence applies and the Company disagrees, the Company shall have the burden of proof in any such dispute.