Common use of CHANGE IN CONTROL OR MAJOR TRANSACTION Clause in Contracts

CHANGE IN CONTROL OR MAJOR TRANSACTION. a. Executive's employment under this Agreement may be terminated by Executive for Good Reason (as defined herein) on written notice to NorthWestern. NorthWestern agrees, under the conditions described herein, to pay Executive the compensation and the "Severance Payments" described in this paragraph 7 and the other payments and benefits described herein in the event Executive's employment with NorthWestern is terminated by NorthWestern without Cause or by Executive for Good Reason (determined by treating a Potential Change in Control or Potential Major Transaction as a Change in Control or a Major Transaction, as applicable, in applying the definition of Good Reason) following a Change in Control or a Major Transaction and during the term of this Agreement. Executive may elect to give written notice and terminate his employment within thirty (30) days after the occurrence of a Change in Control or Major Transaction, and such termination shall be deemed a termination for Good Reason. Unless Executive gives such written notice to NorthWestern and terminates employment within thirty (30) days after the occurrence of a Change in Control or Major Transaction, no amount or benefit shall be payable under this paragraph 7 unless there shall have been (or, under the terms hereof, there shall be deemed to have been) a termination of Executive's employment by NorthWestern without Cause or by Executive for Good Reason following a Change in Control or a Major Transaction. b. In the event of a Potential Change in Control or a Potential Major Transaction during the term of this Agreement, Executive agrees to remain in the employ of NorthWestern until the earliest of (i) a date which is six (6) months from the date of such Potential Change in Control or Potential Major Transaction, (ii) the date of a Change in Control or a Major Transaction, (iii) the date of termination by Executive of Executive's employment for Good Reason (determined by treating the Potential Change in Control or Potential Major Transaction as a Change in Control or a Major Transaction, as applicable, in applying the definition of Good Reason), or by reason of death or Disability or Retirement, or (iv) the termination by NorthWestern of Executive's employment. c. If Executive's employment with NorthWestern shall be terminated without Cause or by Executive for Good Reason (determined by treating a Potential Change in Control or Potential Major Transaction as a Change in Control or a Major Transaction, as applicable, in applying the definition of Good Reason) following a Change in Control or a Major Transaction and during the term of this Agreement, Executive shall be entitled to receive from NorthWestern (or its successor) the termination payments described in paragraphs 4.a. and 4.f, and subject to Executive's additional rights under paragraphs 4.g. and 4.h.

CHANGE IN CONTROL OR MAJOR TRANSACTION. a. Executive's employment under this Agreement may be terminated by Executive for Good Reason (as defined herein) on written notice to NorthWestern. NorthWestern agrees, under the conditions described herein, to pay Executive the compensation and the "Severance Payments" described in this paragraph 7 and the other payments and benefits described herein in the event Executive's employment with NorthWestern is terminated by NorthWestern without Cause or by Executive for Good Reason (determined by treating a Potential Change in Control or Potential Major Transaction as a Change in Control or a Major Transaction, as applicable, in applying the definition of Good Reason) following a Change in Control or a Major Transaction and during the term of this Agreement. Executive may elect to give written notice and terminate his employment within thirty (30) days after the occurrence of a Change in Control or Major Transaction, and such termination shall be deemed a termination for Good Reason. Unless Executive gives such written notice to NorthWestern and terminates employment within thirty (30) days after the occurrence of a Change in Control or Major Transaction, no amount or benefit shall be payable under this paragraph 7 unless there shall have been (or, under the terms hereof, there shall be deemed to have been) a termination of Executive's employment by NorthWestern without Cause or by Executive for Good Reason following a Change in Control or a Major Transaction. b. In the event of a Potential Change in Control or a Potential Major Transaction during the term of this Agreement, Executive agrees to remain in the employ of NorthWestern until the earliest of (i) a date which is six (6) months from the date of such Potential Change in Control or Potential Major Transaction, (ii) the date of a Change in Control or a Major Transaction, (iii) the date of termination by Executive of Executive's employment for Good Reason (determined by treating the Potential Change in Control or Potential Major Transaction as a Change in Control or a Major Transaction, as applicable, in applying the definition of Good Reason), or by reason of death or Disability or Retirement, or (iv) the termination by NorthWestern of Executive's employment. c. If Executive's employment with NorthWestern shall be terminated without Cause or by Executive for Good Reason (determined by treating a Potential Change in Control or Potential Major Transaction as a Change in Control or a Major Transaction, as applicable, in applying the definition of Good Reason) following a Change in Control or a Major Transaction and during the term of this Agreement, Executive shall be entitled to receive from NorthWestern (or its successor) the termination payments described in paragraphs 4.a. and 4.f, and subject to Executive's additional rights under paragraphs 4.g. and 4.h4.