Common use of Certain Terminations Following a Change of Control Clause in Contracts

Certain Terminations Following a Change of Control. In the event the Executive’s employment with the Company or its successor terminates by reason of a Qualifying Termination (as defined below) within two (2) years after a Change of Control of the Company (as defined below) that occurs during the Term of Employment, then the Company shall pay to the Executive (x) the Accrued Amounts in a lump sum within ten (10) days of termination of employment and (y), in lieu of the Severance Package, and subject to the limitations described in Section 7 below and subject to the following two sentences, the Company shall provide the Executive the Change of Control Benefits (as defined below). The provision of the Change of Control Benefits to the Executive under this Section 6(d) shall (i) be contingent upon the execution by the Executive of the Release or a release in another form reasonably acceptable to the Company and the Executive and (ii) constitute the sole remedy of the Executive in the event of a termination of the Executive’s employment in the circumstances set forth in this Section 6(d). In addition, all payments under this Section 6(d) are subject to the timing rules, calculations and adjustments described in Section 7. Anything in this Agreement to the contrary notwithstanding, if (q) a Change of Control occurs, (r) the Executive’s employment with the Company is terminated within 180 days prior to the date on which the Change of Control occurs, and (s) it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control, then for all purposes of this Agreement such Change of Control shall be deemed to have occurred during the Term of Employment.