Common use of CHANGE OF CONTROL OF HOLDINGS Clause in Contracts

CHANGE OF CONTROL OF HOLDINGS. If, after a Holdings Change of Control but prior to March 6, 2000, (a) the Executive ceases to be a regular full-time employee of the Company (a "Termination"), (b) on the date of the Termination (the "Termination Date") the Executive had been continuously employed by the Company on a regular full-time basis since the date of this agreement, (c) the Termination occurred other than as a result of the Executive's death, voluntary resignation or retirement, or Disability, and (d) on the Termination Date (i) Holdings owned at least a majority of the then outstanding voting capital stock of the Company and (ii) the Common Stock of Holdings was publicly traded on the American Stock Exchange or another recognized United States securities market, then the Company agrees to pay to the Executive in cash within twenty (20) days after the Termination Date an amount equal to the product of (a) the number of Appreciation Units set forth in Paragraph 1 multiplied by (b) the positive difference, if any, resulting from the subtraction of (I) $3.0625 from (II) the lesser of (i) the Average Price or (ii) $9.0625. If there is no positive difference resulting from the subtraction referred to in the preceding sentence, then no payment shall be due or made to the Executive under this Paragraph 4. For purposes of this Paragraph 4, "Average Price" means the arithmetic average of the closing prices of the Common Stock of Holdings on the American Stock Exchange on the twenty (20) most recent trading days prior to the Termination Date on which the Common Stock of Holdings was traded on such Exchange. If the Common Stock of Holdings is not listed on the American Stock Exchange during the relevant period prior to the Termination Date, then such closing prices shall be determined by reference to the principal market or exchange in or on which the Common Stock of Holdings is traded during the relevant period. For purposes of this Paragraph 4, "Holdings Change of Control" means the happening of either of the following events: