Common use of Involuntary Termination after “Change of Control Clause in Contracts

Involuntary Termination after “Change of Control. In the event of a "Change of Control" as defined below, the Company shall have the right to terminate Executive's employment and this Agreement at will. Should the Company exercise this option to involuntarily terminate Executive during the pendency of this Agreement for any reason other than as specified in Section 1(d)(i)(D) within twelve (12) months following a defined Change of Control, Executive shall be entitled to an immediate cash payment equal in amount to twelve (12) months of compensation based upon a monthly proration of his Form W-2 earning from Company in the year preceding such termination and (ii) the fair value of eighteen months of Executive's then current fringe benefits provided by the Company. In the event there is a Change of Control during the pendency of this Agreement, and Company gives Executive notice of intent to not thereafter renew the Agreement for a successive term, should Executive be involuntarily terminated from employment after expiration of the Agreement and within twelve (12) months following the Change of Control, Executive shall be entitled to an immediate cash payment in the amount set forth in the preceding paragraph. The contractual right to such payment is expressly agreed to be a covenant which shall survive expiration of this Agreement, and be enforceable hereunder. For purposes of this Agreement, a "Change of Control" shall be deemed to have taken place if: (i) a third person, including a "group" as determined in accordance with Section 13(d)(3) of the Securities Exchange Act of 1934, becomes the beneficial owner of shares of the Company having fifty percent (50%) or more of the total number of votes that may be cast for the election of directors of the Company; or (ii) as a result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a "Transaction"), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board or any successor to Company.

Involuntary Termination after “Change of Control. In the event of a "Change of Control" as defined below, the Company Savoy shall have the right to terminate Executive's employment and this Agreement at will. Should the Company Savoy exercise this option to involuntarily terminate Executive during the pendency of this Agreement for any reason other than as specified in Section 1(d)(i)(D2.2(iii) within twelve (12) months following a defined Change of Control, Executive shall be entitled to an immediate cash payment equal in amount to twelve (12) months of compensation based upon a monthly proration of his Form W-2 earning from Company Savoy in the year preceding such termination and (ii) the fair value of eighteen months of Executive's then current fringe benefits provided by the Company. .. In the event there is a Change of Control during the pendency of this Agreement, and Company Savoy gives Executive notice of intent to not thereafter renew the Agreement for a successive term, should Executive be involuntarily terminated from employment after expiration of the Agreement and within twelve (12) months following the Change of Control, Executive shall be entitled to an immediate cash payment in the amount set forth in the preceding paragraph. The contractual right to such payment is expressly agreed to be a covenant which shall survive expiration of this Agreement, and be enforceable hereunder. For purposes of this Agreement, a "Change of Control" shall be deemed to have taken place if: (i) a third person, including a "group" as determined in accordance with Section 13(d)(3) of the Securities Exchange Act of 1934, becomes the beneficial owner of shares of the Company Savoy having more than fifty percent (50%) or more of the total number of votes that may be cast for the election of directors of the CompanySavoy; or (ii) as a result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a "Transaction"), the persons who were directors of the Company Savoy before the Transaction shall cease to constitute a majority of the Board of Savoy or any successor to CompanySavoy.

Involuntary Termination after “Change of Control. In the event of a "Change of Control" as defined below, the Company shall have the right to terminate Executive's employment and this Agreement at will. Should the Company exercise this option to involuntarily terminate Executive during the pendency of this Agreement for any reason other than as specified in Section 1(d)(i)(D1(c)(i)(D) within twelve (12) months following a defined Change of Control, Executive shall be entitled to an immediate cash payment equal in amount to twelve (12) months of compensation based upon a monthly proration of his Form W-2 earning from Company in the year preceding such termination and (ii) the fair value of eighteen months of Executive's then current fringe benefits provided by the Company. In the event there is a Change of Control during the pendency of this Agreement, and Company gives Executive notice of intent to not thereafter renew the Agreement for a successive term, should Executive be involuntarily terminated from employment after expiration of the Agreement and within twelve (12) months following the Change of Control, Executive shall be entitled to an immediate cash payment in the amount set forth in the preceding paragraph. The contractual right to such payment is expressly agreed to be a covenant which shall survive expiration of this Agreement, and be enforceable hereunder. For purposes of this Agreement, a "Change of Control" shall be deemed to have taken place if: (i) a third person, including a "group" as determined in accordance with Section 13(d)(3) of the Securities Exchange Act of 1934, becomes the beneficial owner of shares of the Company having fifty percent (50%) or more of the total number of votes that may be cast for the election of directors of the Company; or (ii) as a result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a "Transaction"), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board or any successor to Company.

Involuntary Termination after “Change of Control. In the event of a "Change of Control" as defined below, the Company Xxxxx shall have the right to terminate Executive's employment and this Agreement at will. Should the Company Xxxxx exercise this option to involuntarily terminate Executive during the pendency of this Agreement for any reason other than as specified in Section 1(d)(i)(D2.2(iii) within twelve (12) months following a defined Change of Control, Executive shall be entitled to an immediate cash payment equal in amount to twelve (12) months of compensation based upon a monthly proration of his Form W-2 earning from Company Xxxxx in the year preceding such termination and (ii) the fair value of eighteen months of Executive's then current fringe benefits provided by the Company. .. In the event there is a Change of Control during the pendency of this Agreement, and Company Xxxxx gives Executive notice of intent to not thereafter renew the Agreement for a successive term, should Executive be involuntarily terminated from employment after expiration of the Agreement and within twelve (12) months following the Change of Control, Executive shall be entitled to an immediate cash payment in the amount set forth in the preceding paragraph. The contractual right to such payment is expressly agreed to be a covenant which shall survive expiration of this Agreement, and be enforceable hereunder. For purposes of this Agreement, a "Change of Control" shall be deemed to have taken place if: (i) a third person, including a "group" as determined in accordance with Section 13(d)(3) of the Securities Exchange Act of 1934, becomes the beneficial owner of shares of the Company Xxxxx having fifty forty-five percent (5045%) or more of the total number of votes that may be cast for the election of directors of the CompanyXxxxx; or (ii) as a result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a "Transaction"), the persons who were directors of the Company Xxxxx before the Transaction shall cease to constitute a majority of the Board of Xxxxx or any successor to CompanyXxxxx.

Involuntary Termination after “Change of Control. In (a) If the event Employee's employment is terminated by the Company (and not continued by an Affiliate of the Company or an entity controlled by, controlling or under common control with a person or entity which may have succeeded to control of the Company as contemplated in the definition of "Change of Control" as defined below, ") at any time during the period commencing on the earlier of (i) thirty (30) days prior to the date a contract for Change of Control of the Company shall have the right to terminate Executive's employment and this Agreement at will. Should the Company exercise this option to involuntarily terminate Executive during the pendency of this Agreement for any reason other than as specified in Section 1(d)(i)(D) within twelve (12) months following a defined Change of Controlis executed, Executive shall be entitled to an immediate cash payment equal in amount to twelve (12) months of compensation based upon a monthly proration of his Form W-2 earning from Company in the year preceding such termination and (ii) the fair value occurrence of eighteen months of Executive's then current fringe benefits provided by the Company. In the event there is a Change of Control of the Company, and ending within one (1) year from the date on which a Change of Control of the Company occurs, and such termination is not a Termination With Cause or a result of the Employee's disability (in which event the benefits and payments, if any, to be provided to the Employee shall be governed by the Company's disability policies then in effect), the Company agrees to pay to Employee (a) the Employee's monthly salary at the highest rate in effect during the pendency twelve months prior to the date of this Agreementtermination, and Company gives Executive notice of intent to not thereafter renew the Agreement for a successive term, should Executive be involuntarily terminated from employment after expiration period of the Agreement and within twelve (12) months following months, after such date, (b) the Change cash value of Controlany accrued and unused vacation time, Executive and (c) the costs, during such twelve-month period, of Employee's continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985. (b) Notwithstanding the foregoing, in the event the Employee secures employment prior to the expiration of the twelve- month period referred to in Section 1(a) above, he shall advise the Company in writing within fifteen (15) days of the commencement of such employment of (i) the identity of the new employer and (ii) his monthly salary, and the Company shall reduce the monthly payments to the Employee pursuant to Section 1(a) by the amount of the monthly salary received by the Employee from such other employer during such period, provided, however, that in no event will such payments be reduced to an aggregate amount which is less than six (6) unreduced monthly payments. (c) The Employee acknowledges that the payments referred to in Section 1(a) above constitute the only payments which the Employee shall be entitled to an immediate cash payment receive from the Company hereunder in the amount set forth in the preceding paragraph. The contractual right to such payment is expressly agreed to be event of a covenant which shall survive expiration termination of this Agreementhis employment as contemplated by Section 1(a), and be enforceable hereunder. For purposes of this Agreement, a "Change of Control" shall be deemed to have taken place if: (i) a third person, including a "group" as determined in accordance with Section 13(d)(3) of the Securities Exchange Act of 1934, becomes the beneficial owner of shares of that except for such payments the Company having fifty percent (50%) shall have no further liability or more obligation to him hereunder or otherwise in respect of the total number of votes that may be cast for the election of directors of the Company; or (ii) as a result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a "Transaction"), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board or any successor to Companyhis employment.