Common use of Involuntary Termination Associated With a Change in Control Clause in Contracts

Involuntary Termination Associated With a Change in Control. Executive shall be entitled to the payments and benefits provided in Section 2(b) in the event Executive’s employment is terminated after, or in connection with, a Change in Control, on account of: (i) an Involuntary Termination Associated With a Change in Control (as defined in Section 23) within the two-year period after an actual Change in Control, (ii) a termination by the Company, other than for Cause (as defined in Section 23) or other than due to Executive’s death or Disability (as defined in Section 23), that (A) occurs not more than three (3) months prior to the date on which an actual Change in Control occurs or (B) is requested by a third party who initiates and effects an actual Change in Control, or (iii) a termination by Executive that occurs after a potential Change in Control but before an actual Change in Control and is considered a Constructive Termination Associated With a Change in Control. For purposes of clause (ii)(B) in the preceding sentence, to be eligible to receive amounts described in Section 2(b) below, a Change in Control must be consummated within the twelve (12) month period following Executive’s Termination Date (as defined in Section 23), except in circumstances pursuant to which the consummation of the Change in Control is delayed, through no failure of the Company or the third person, by a governmental or regulatory authority or agency with jurisdiction over the matter, or as a result of other similar circumstances. In such a circumstance, the remainder of the twelve (12) month period shall be tolled and shall recommence upon termination of the delaying event.

Involuntary Termination Associated With a Change in Control. Executive shall be entitled to the payments and benefits provided in Section 2(b) in the event Executive’s employment is terminated after, or in connection with, a Change in Control, on account of: (i) an Involuntary Termination Associated With a Change in Control (as defined in Section 23) within the two-two year period after an actual Change in Control, (ii) a termination by the Company, other than for Cause (as defined in Section 23) or other than due to Executive’s death or Disability (as defined in Section 23), that (A) occurs not more than three (3) months prior to the date on which an actual Change in Control occurs or (B) is requested by a third party who initiates and effects an actual Change in Control, or (iii) a termination by Executive that occurs after a potential Change in Control but before an actual Change in Control and is considered a Constructive Termination Associated With a Change in Control. For purposes of clause (ii)(B) in the preceding sentence, to be eligible to receive amounts described in Section 2(b) below, a Change in Control must be consummated within the twelve (12) month period following Executive’s Termination Date (as defined in Section 23), except in circumstances pursuant to which the consummation of the Change in Control is delayed, through no failure of the Company or the third person, by a governmental or regulatory authority or agency with jurisdiction over the matter, or as a result of other similar circumstances. In such a circumstance, the remainder of the twelve (12) month period shall be tolled and shall recommence upon termination of the delaying event.

Involuntary Termination Associated With a Change in Control. Executive shall be entitled to the payments and benefits provided in Section 2(b6.2(b) in the event Executive’s employment is terminated after, or in connection with, a Change in Control, on account of: (i) an Involuntary Termination Associated With a Change in Control (as defined in Section 2319) within the two-two year period after an actual Change in Control, (ii) a termination by the Company, other than for Cause (as defined in Section 2319) or other than due to Executive’s death or Disability (as defined in Section 23)Disability, that (A) occurs not more than three (3) months prior to the date on which an actual Change in Control occurs or (B) is requested by a third party who initiates and effects an actual Change in Control, or (iii) a termination by Executive that occurs after a potential Change in Control but before an actual Change in Control and is considered a Constructive Termination Associated With a Change in ControlControl (as defined in Section 19). For purposes of clause (ii)(B) in the preceding sentence, to be eligible to receive amounts described in Section 2(b6.2(b) below, a Change in Control must be consummated within the twelve (12) month period following Executive’s Termination Date (as defined in Section 23)Date, except in circumstances pursuant to which the consummation of the Change in Control is delayed, through no failure of the Company or the third person, by a governmental or regulatory authority or agency with jurisdiction over the matter, or as a result of other similar circumstances. In such a circumstance, the remainder of the twelve (12) month period shall be tolled and shall recommence upon termination of the delaying event.

Involuntary Termination Associated With a Change in Control. Executive shall be entitled to the payments and benefits provided in Section 2(b6.2(b) in the event Executive’s employment is terminated after, or in connection with, a Change in Control, on account of: (i) an Involuntary Termination Associated With a Change in Control (as defined in Section 2319) within the two-year period after an actual Change in Control, (ii) a termination by the Company, other than for Cause (as defined in Section 2319) or other than due to Executive’s death or Disability (as defined in Section 23)Disability, that (A) occurs not more than three (3) months prior to the date on which an actual Change in Control occurs or (B) is requested by a third party who initiates and effects an actual Change in Control, or (iii) a termination by Executive that occurs after a potential Change in Control but before an actual Change in Control and is considered a Constructive Termination Associated With a Change in ControlControl (as defined in Section 19). For purposes of clause (ii)(B) in the preceding sentence, to be eligible to receive amounts described in Section 2(b6.2(b) below, a Change in Control must be consummated within the twelve (12) month period following Executive’s Termination Date (as defined in Section 23)Date, except in circumstances pursuant to which the consummation of the Change in Control is delayed, through no failure of the Company or the third person, by a governmental or regulatory authority or agency with jurisdiction over the matter, or as a result of other similar circumstances. In such a circumstance, the remainder of the twelve (12) month period shall be tolled and shall recommence upon termination of the delaying event.