Common use of Change in Control Provision Clause in Contracts

Change in Control Provision. If during the term of this Agreement or within one (1) year following the Termination Date, the Corporation engages in a Change in Control transaction as hereinafter defined, Employee's employment hereunder shall automatically terminate two (2) months following the consummation of the Change in Control Transaction (if not earlier terminated) and Employee shall receive: (A) the payments provided to Employee upon a termination without cause as set forth in 4(f), and (B) one year of Employee's then Base Pay. In the event of: (X) Employee's termination of employment prior to the Termination Date pursuant to 4(f) or (g), the provisions of this paragraph 5 shall apply notwithstanding such earlier termination of employment, and (Y) the provisions of this paragraph 5 shall not apply and shall be void in the event of termination of employment pursuant to 4(b)(c)(d)(and(e). A "Change in Control" shall result if, and shall be deemed to have occurred on the date of, a transaction pursuant to which: (a) Any person or group (as such terms are used in connection with Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13(d)(3) and 13(d)(5) under the Exchange Act), directly or indirectly, of securities of the Corporation representing twenty-five percent (25%) or more of the combined voting power of the Corporation's then outstanding securities; (b) A merger, consolidation, sale of assets, reorganization, or proxy contest is consummated and, as a consequence of which, members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; (c) During any period of 24 consecutive months, individuals who at the beginning of such period constitute the Board (including for this purpose any new director whose election or nomination for election by the Corporation's stockholders was approved by a vote of at least one-half of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board; or (d) A merger, consolidation or reorganization is consummated with any other corporation pursuant to which the shareholders of the Corporation immediately prior to the merger, consolidation or reorganization do not immediately thereafter directly or indirectly own more than fifty percent (50%) of the combined voting power of the voting securities entitled to vote in the election of directors of the merged, consolidated or reorganized entity. Notwithstanding the foregoing, no trust department or designated fiduciary or other trustee of such trust department of the Corporation or a subsidiary of the Corporation, or other similar fiduciary capacity of the Corporation with direct voting control of the stock shall be treated as a person or group within the meaning of subsection (i)(a) hereof. Further, no profit-sharing, employee stock ownership, employee stock purchase and savings, employee pension, or other employee benefit plan of the Corporation or any of its subsidiaries, and no trustee of any such plan in its capacity as such trustee, shall be treated as a person or group within the meaning of subsection (i)(a) hereof.

Change in Control Provision. If during For the term purposes of this Agreement or within one (1) year following the Termination Dateparagraph, the Corporation engages in a Change in Control transaction as hereinafter defined, Employee's employment hereunder shall automatically terminate two (2) months following the consummation of the Change in Control Transaction (if not earlier terminated) and Employee shall receive: (A) the payments provided to Employee upon a termination without cause as set forth in 4(f), and (B) one year of Employee's then Base Pay. In the event of: (X) Employee's termination of employment prior to the Termination Date pursuant to 4(f) or (g), the provisions of this paragraph 5 shall apply notwithstanding such earlier termination of employment, and (Y) the provisions of this paragraph 5 shall not apply and shall be void in the event of termination of employment pursuant to 4(b)(c)(d)(and(e). A "“Change in Control" ” of MIKOHN shall result ifbe defined as: (i) any merger or consolidation involving MIKOHN if MIKOHN is not the surviving corporation; (ii) a merger in which the Company is the surviving entity but the shares of Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, and shall be deemed to have occurred on in which the date of, a transaction pursuant to which: (a) Any person or group (as such terms are used in connection with Sections 13(d) and 14(d) stockholders of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13(d)(3) and 13(d)(5) under the Exchange Act), directly or indirectly, of securities of the Corporation representing twenty-five percent (25%) or more of the combined voting power of the Corporation's then outstanding securities; (b) A merger, consolidation, sale of assets, reorganization, or proxy contest is consummated and, as a consequence of which, members of the Board in office Company immediately prior to such transaction or event constitute merger own less than a majority of the Board thereafter; (c) During any period of 24 consecutive months, individuals who at the beginning of such period constitute the Board (including for this purpose any new director whose election or nomination for election by the Corporation's stockholders was approved by a vote of at least one-half of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board; or (d) A merger, consolidation or reorganization is consummated with any other corporation pursuant to which the shareholders of the Corporation immediately prior to the merger, consolidation or reorganization do not immediately thereafter directly or indirectly own more than fifty percent (50%) of the combined Company’s voting power immediately after the transaction; (iii) any transfer or other disposition of all or substantially all of the voting securities assets of MIKOHN; (iv) any voluntary or involuntary dissolution of MIKOHN; or (v) any material change in ownership of MIKOHN which results in a change of a majority of the Board of Directors. Notwithstanding any Agreement provisions to the contrary, for a period of twelve (12) months following a Change In Control, in the event of a termination of Employee other than for Cause, or if the Employee resigns for “Good Reason” as that term is defined below, Employee shall be entitled to vote receive a sum equal to three times the Employee’s annualized Base Salary for the most recently completed calendar year payable in a lump sum upon termination. At any point during the thirteenth month following a Change in Control, Employee shall be entitled to terminate the Agreement and receive a sum equal to the amount they would otherwise be entitled to pursuant to termination by MIKOHN other than for Cause at the time of such election. Pursuant to this paragraph, the Employee will be considered to have resigned for “Good Reason” if his salary and/or benefits package is materially reduced following a Change in Control, or if the Employee has been assigned a position where the related title, reporting level or responsibilities are of a lesser nature, status or prestige than those associated with Employee’s position at the time of the Change in Control, but in the election case of directors such reassignment, only if, within 30 days after the assignment, (x) Employee notifies MIKOHN in writing that Employee has been assigned such a position in violation of this Agreement, (y) the mergedCompany fails to correct such assignment within 20 days after receipt of such notice, consolidated or reorganized entityand (z) Employee resigns within 30 days after the date Employee provided such notice. Notwithstanding In addition to the foregoing, no trust department or designated fiduciary or other trustee of such trust department upon a Change in Control and separation of the Corporation or a subsidiary of the CorporationEmployee from MIKOHN, or other similar fiduciary capacity of the Corporation MIKOHN agrees to reimburse Employee for reasonable expenses associated with direct voting control of the stock shall be treated as a person or group within the meaning of subsection (i)(a) hereof. Further, no profit-sharing, employee stock ownership, employee stock purchase and savings, employee pension, or other employee benefit plan of the Corporation or any of its subsidiaries, and no trustee of any such plan in its capacity as such trustee, shall be treated as a person or group within the meaning of subsection (i)(a) hereofoutplacement employment activities for Employee.

Change in Control Provision. If during For the term purposes of this Agreement or within one (1) year following the Termination Dateparagraph, the Corporation engages in a Change in Control transaction as hereinafter defined, Employee's employment hereunder shall automatically terminate two (2) months following the consummation of the Change in Control Transaction (if not earlier terminated) and Employee shall receive: (A) the payments provided to Employee upon a termination without cause as set forth in 4(f), and (B) one year of Employee's then Base Pay. In the event of: (X) Employee's termination of employment prior to the Termination Date pursuant to 4(f) or (g), the provisions of this paragraph 5 shall apply notwithstanding such earlier termination of employment, and (Y) the provisions of this paragraph 5 shall not apply and shall be void in the event of termination of employment pursuant to 4(b)(c)(d)(and(e). A "“Change in Control" shall result if, and ” of MIKOHN shall be deemed to have occurred on defined as: (i) any merger or consolidation involving MIKOHN if MIKOHN is not the date of, a transaction pursuant to which: surviving corporation; (aii) Any person any transfer of all or group (as such terms are used in connection with Sections 13(d) and 14(d) substantially all of the Exchange Actassets of MIKOHN; (iii) becomes the "beneficial owner" any voluntary or involuntary dissolution of MIKOHN; (as defined in Rule 13(d)(3) and 13(d)(5) under the Exchange Act), directly or indirectly, of securities of the Corporation representing twenty-five percent (25%iv) or more any material change in ownership of the combined voting power MIKOHN which results in a change of the Corporation's then outstanding securities; (b) A merger, consolidation, sale of assets, reorganization, or proxy contest is consummated and, as a consequence of which, members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; of Directors Notwithstanding any Agreement provisions to the contrary, for a period if twelve (c12) During months following a Change In Control, in the event of a termination of Employee other than for Cause, or if the Employee resigns for “Good Reason” as that term is defined below, Employee shall be entitled to receive a sum equal to three times the Employee’s annualized Base Salary for the most recently completed calendar year, payable in a lump sum upon termination. [At any period of 24 consecutive monthspoint during the thirteenth month following a Change in Control, individuals who Employee shall be entitled to terminate the Agreement and receive a sum equal to the amount they would otherwise be entitled to pursuant to termination by MIKOHN other than for Cause (but not for Good Reason) at the beginning time of such period constitute election]. Pursuant to this paragraph, the Board (including Employee will be considered to have resigned for this purpose any new director whose election “Good Reason” if his or nomination for election by her salary and/or benefits package is materially reduced following a Change in Control, or if the Corporation's stockholders was approved by Employee has been assigned a vote position that is of a lesser rank than the rank of Employee’s position at least one-half the time of the directors then still Change in office who were directors at Control, but in the beginning case of such periodreassignment, only if, within 30 days after the assignment, (x) cease for any reason Employee notifies MIKOHN in writing that Employee has been assigned such a position in violation of this Agreement, (y) the Company fails to constitute at least a majority correct such assignment within 20 days after receipt of such notice, and (z) Employee resigns within 30 days after the Board; or (d) A merger, consolidation or reorganization is consummated with any other corporation pursuant date Employee provided such notice. In addition to which the shareholders of the Corporation immediately prior to the merger, consolidation or reorganization do not immediately thereafter directly or indirectly own more than fifty percent (50%) of the combined voting power of the voting securities entitled to vote in the election of directors of the merged, consolidated or reorganized entity. Notwithstanding the foregoing, no trust department or designated fiduciary or other trustee of such trust department upon a Change in Control and separation of the Corporation or a subsidiary Employee from MIKOHN, MIKOHN agrees to reimburse Employee for reasonable expenses associated with outplacement employment activities for Employee, as well pay Employee the sum of the Corporation, or other similar fiduciary capacity of the Corporation with direct voting control of the stock shall be treated as a person or group within the meaning of subsection (i)(a) hereof. Further, no profit-sharing, employee stock ownership, employee stock purchase $50,000 and savings, employee pension, or other employee benefit plan of the Corporation or any of its subsidiaries, and no trustee of any such plan in its capacity as such trustee, shall be treated as a person or group within the meaning of subsection (i)(a) hereofrelated tax liability amounts for Employee’s relocation.