Common use of Continued Employment After Change in Control Clause in Contracts

Continued Employment After Change in Control. If a Change in Control has occurred, the Executive shall not be treated as having terminated employment for purposes of this Agreement, and therefore will not be entitled to any benefits under this Agreement after such Change in Control, if (i) the unit, division, or subsidiary for which the Executive primarily provides services is spun-off, sold, or otherwise disposed of, (ii) such transaction (x) was approved by a vote of at least two-thirds (2/3) of the directors of the Company who satisfy the requirements of subparagraph (d)(ii) of Section 2 above, and (y) did not originate with an unsolicited offer (as determined by the Board in good faith), and (iii) the Executive is offered employment in writing with the purchasing or continuing entity, and (iv) such purchasing or continuing entity enters into a written agreement with the Company and the Executive, which is approved by a vote of at least 2/3 of the directors of the Company who satisfy the requirement of sub-paragraph (d)(ii) of Section 2 hereof, which expressly, absolutely, and unconditionally assumes and agrees to perform this Agreement in the same manner and to the same extent that a successor to all or substantially all of the business and/or assets of the Company would be required as provided in Section 7 hereof (except that subparagraph (d)(x) of Section 3 shall not be applicable to any such Executive), and it shall be conclusively presumed for purposes of such agreement that a Change in Control has occurred with respect to the Executive.

Continued Employment After Change in Control. If a Change in Control has occurred, the Executive shall not be treated as having terminated employment for purposes of this Agreement, and therefore will not be entitled to any benefits under this Agreement after such Change in Control, if (i) the unit, division, or subsidiary for which the Executive primarily provides services is spun-off, sold, or otherwise disposed of, (ii) such transaction (x) was approved by a vote of at least two-thirds (2/3) of the directors of the Company who satisfy the requirements of subparagraph (d)(ii) of Section 2 above, and (y) did not originate with an unsolicited offer (as determined by the Board in good faith), and (iii) the Executive is offered employment in writing with the purchasing or continuing entity, and (iv) such purchasing or continuing entity enters into a written agreement with the Company and the Executive, which is approved by a vote of at least 2/3 of the directors of the Company who satisfy the requirement of sub-paragraph subparagraph (d)(ii) of Section 2 hereof, which expressly, absolutely, and unconditionally assumes and agrees to perform this Agreement in the same manner and to the same extent that a successor to all or substantially all of the business and/or assets of the Company would be required as provided in Section 7 8 hereof (except that subparagraph (d)(x) of Section 3 shall not be applicable to any such Executive), and it shall be conclusively presumed for purposes of such agreement that a Change in Control has occurred with respect to the Executive.