Common use of Imminent Control Change Clause in Contracts

Imminent Control Change. If an Imminent Control Change Date (as defined below) occurs on or within 30 days after the date on which the Company delivers a Notice of Termination to Executive terminating Executive's employment not for Cause and if a Change of Control occurs within 180 days after delivery of the Notice, the Executive's Termination of Employment pursuant to the Notice, shall be deemed a Termination of Employment Without Cause on or after a Change of Control and the Executive's rights and obligations shall be determined under Section 6.4 rather than Section 6.3. Any payments or benefits to be received by the Executive pursuant to Section 6.4 shall be reduced by any payments or benefits made or provided pursuant to Section 6.3. If an Imminent Control Change Date occurs on or within 30 days after the date on which the Executive has a Termination of Employment due to death or Disability and if a Change of Control occurs within 180 days after death or Disability, the Executive's Termination of Employment due to death or Disability shall be deemed a Termination of Employment due to death or Disability on or after a Change of Control and the Executive's Beneficiaries' rights and obligations shall be determined under Section 6.5 rather than Section 6.2. Any payments or benefits to be received by the Executive's Beneficiaries pursuant to Section 6.5 shall be reduced by any payments or benefits made or provided pursuant to Section 6.2. "Imminent Control Change Date" means any date on which occurs (a) a presentation to the Company's stockholders generally or any of the Company's directors or executive officers of a proposal or offer for a Change of Control, (b) the public announcement (whether by advertisement, press release, press interview, public statement, SEC filing or otherwise) of a proposal or offer for a Change of Control, or (c) such proposal or offer remains effective and unrevoked.

Imminent Control Change. If an Imminent Control ----------------------- Change Date (as defined below) occurs on or within 30 days after the date on which the Company delivers a Notice of Termination to Executive terminating Executive's employment not for Cause and if a Change of Control occurs within 180 days after delivery of the Notice, the Executive's Termination of Employment pursuant to the Notice, Notice shall be deemed a Termination of Employment Without Cause on or after a Change of Control and the Executive's rights and obligations shall be determined under Section 6.4 rather than Section 6.3. Any payments or benefits to be received by the Executive pursuant to Section 6.4 shall be reduced by any payments or benefits made or provided pursuant to Section 6.3. If an Imminent Control Change Date occurs on or within 30 days after the date on which the Executive has a Termination of Employment due to death or Disability and if a Change of Control occurs within 180 days after death or Disability, the Executive's Executives Termination of Employment due to death or Disability shall be deemed a Termination of Employment due to death or Disability on or after a Change of Control and the Executive's Beneficiaries' rights and obligations shall be determined under Section 6.5 6.4 rather than Section 6.2. Any payments or benefits to be received by the Executive's Beneficiaries pursuant to Section 6.5 6.4 shall be reduced by any payments or benefits made or provided pursuant to Section 6.2. "Imminent Control Change Date" means any date on which occurs (a) a presentation to the Company's stockholders generally or any of the Company's directors or executive officers of a proposal or offer for a Change of Control, (b) the public announcement (whether by advertisement, press release, press interview, public statement, SEC filing or otherwise) of a proposal or offer for a Change of Control, or and (c) such proposal or offer remains effective and unrevoked.