Common use of Change in Control; Involuntary Termination Clause in Contracts

Change in Control; Involuntary Termination. Change in Control Involuntary Termination" shall mean (i) without the Employee's express written consent, a significant reduction of the Employee's duties, position or responsibilities relative to the Employee's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity shall not constitute a "Change in Control Involuntary Termination;" (ii) without the Employee's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company of the Employee's base salary as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than fifty (50) miles from his current location; (vi) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 6 below.

Change in Control; Involuntary Termination. “Change in Control Involuntary Termination" ” shall mean (i) without the Employee's ’s express written consent, a significant reduction of the Employee's ’s duties, position or responsibilities relative to the Employee's ’s duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity shall not constitute a "“Change in Control Involuntary Termination;" ” (ii) without the Employee's ’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company of the Employee's ’s base salary as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's ’s overall benefits package is significantly reduced; (v) without the Employee's ’s express written consent, the relocation of the Employee to a facility or a location more than fifty (50) miles from his current location; (vi) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 6 below.or

Change in Control; Involuntary Termination. “Change in Control Involuntary Termination" ” shall mean (i) without the Employee's ’s express written consent, a significant reduction of the Employee's ’s duties, position or responsibilities relative to the Employee's ’s duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity shall not constitute a "“Change in Control Involuntary Termination;" ” (ii) without the Employee's ’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company of the Employee's ’s base salary as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's ’s overall benefits package is significantly reduced; (v) without the Employee's ’s express written consent, the relocation of the Employee to a facility or a location more than fifty (50) miles from his current location; (vi) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 6 below.

Change in Control; Involuntary Termination. “Change in Control Involuntary Termination" ” shall mean (i) without the Employee's ’s express written consent, a significant reduction of the Employee's ’s duties, position or responsibilities relative to the Employee's ’s duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity shall not constitute a "“Change in Control Involuntary Termination;" ” (ii) without the Employee's ’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company of the Employee's ’s base salary as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's ’s overall benefits package is significantly reduced; (v) without the Employee's ’s express written consent, the relocation of the Employee to a facility or a location more than fifty (50) miles from his current location; (vi) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 6 7 below.

Change in Control; Involuntary Termination. “Change in Control Involuntary Termination" ” shall mean (i) mean, without the Employee's ’s express written consent, (i) a significant reduction of the Employee's ’s duties, position or responsibilities relative to the Employee's ’s duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties, position or responsibilities solely by virtue the sole occurrence of the Company being acquired and made part of a larger entity shall not constitute a "“Change in Control Involuntary Termination;" ” (ii) without the Employee's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company of the Employee's ’s base salary as in effect immediately prior to such reduction; (iviii) a material reduction by the Company in the kind or level of employee compensation or benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's ’s overall benefits package is significantly reduced; (viv) without the Employee's express written consent, the relocation of the Employee to a facility or a location where such relocation increases the distance the Employee must travel to work by more than fifty thirty (5030) miles from his current locationthe Employee’s commute prior to the relocation; (viv) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not valid; or (viivi) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 6 7 below.