Common use of Going Private Clause in Contracts

Going Private. In the event the Company completes a transaction that results in the Company “Going Private,” as defined below, Executive may elect to resign his position after giving 30 days’ written notice to the Company, at which time Executive shall receive the separation benefits outlined in Section 5(B) of this Agreement. In order to receive the benefits described in this paragraph, Executive must give his resignation notice to the Company within 60 days following the completion of the Going Private transaction. For the purposes of this Agreement, the term “Going Private” shall include any transaction that results in the occurrence of any of the following events: (i) the Company’s common stock is no longer listed on any national securities exchange or quoted on the Nasdaq National Market or other securities quotation system; (ii) the Company is no longer subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act; or (iii) the Company becomes subject to Rule 13e-3 under the Exchange Act.