Common use of Certain Termination Prior to a Change of Control Clause in Contracts

Certain Termination Prior to a Change of Control. If (i) the ------------------------------------------------ Employee's employment is terminated by the Employer other than for cause during the Term, (ii) within the one-year period following such termination, a Change of Control occurs, and (iii) the Employee reasonably demonstrates that such termination of employment was at the request of a third party who has taken steps reasonably calculated to effect the Change of Control, then within 10 days of such Change of Control, in lieu of any other rights to cash compensation the Employee may have under this Agreement which have not accrued by such date, including any compensation pursuant to Section 2.02(e), the Employer shall provide to the Employee all of the compensation and benefits described in clauses (B) and (C) in Section 5.01(a), provided that the payment described in such clause (B) shall be reduced by the total of any and all payments made to the Employee pursuant to Section 2.02(e) hereof, and the Employee shall have no further rights to compensation or benefits, or any other rights, hereunder.

Certain Termination Prior to a Change of Control. If (i) the ------------------------------------------------ Employee's employment is terminated by the Employer other than for cause during the Term, (ii) within the one-year period following such termination, a Change of Control occurs, and (iii) the Employee reasonably demonstrates that such termination of employment was at the request of a third party who has taken steps reasonably calculated to effect the Change of Control, then within 10 days of such Change of Control, in lieu of any other rights to cash compensation the Employee may have under this Agreement which have not accrued by such date, including any compensation pursuant to Section 2.02(e2.02(d), the Employer shall provide to the Employee all of the compensation and benefits described in clauses (B) and (C) in Section 5.01(a), provided that the payment described in such clause (B) shall be reduced by the total of any and all payments made to the Employee pursuant to Section 2.02(e2.02(d) hereof, and the Employee shall have no further rights to compensation or benefits, or any other rights, hereunder.

Certain Termination Prior to a Change of Control. If (iIf(i) the ------------------------------------------------ Employee's employment is terminated by the Employer other than for cause during the Term, (ii) within the one-year period following such termination, a Change of Control occurs, and (iii) the Employee reasonably demonstrates that such termination of employment was at the request of a third party who has taken steps reasonably calculated to effect the Change of Control, then within 10 days of such Change of Control, in lieu of any other rights to cash compensation the Employee may have under this Agreement which have not accrued by such date, including any compensation pursuant to Section 2.02(e2.02(d), the Employer shall provide to the Employee all of the compensation and benefits described in clauses (B) and (C) in Section 5.01(a), provided that the payment described in such clause (B) shall be reduced by the total of any and all payments made to the Employee pursuant to Section 2.02(e2.02(d) hereof, and the Employee shall have no further rights to compensation or benefits, or any other rights, hereunder.