Common use of Obligations of the Company upon an Anticipatory Termination Clause in Contracts

Obligations of the Company upon an Anticipatory Termination. If the Executive has reason to believe that an Anticipatory Termination may have occurred, he shall provide a notice setting forth such belief in accordance with Section 13(b) of this Agreement within one hundred and twenty (120) days after a Change of Control has occurred. Upon an Anticipatory Termination, the Executive shall be entitled to (A) the payments specified in Sections 6(a)(i), (iii) and (iv) (to the extent not previously paid), (B) the benefits specified in Sections 6(a)(ii) and (v) )to the extent not previously provided) (or the after-tax equivalent thereof to the extent that such benefits have not been or are not provided in kind), (C) to the extent that the Executive has outstanding any unexercised stock options and other stock-based awards, the provisions of Section 6(a)(vi) shall apply to them, and (D) in respect of any stock options or other stock based awards that were forfeited by the Executive as a result of his termination of employment but would have vested had Section 6(a)(vi) applied, such awards shall be reinstated (or if not reinstated, the Executive shall be paid in cash the fair value of such award as determined by the accounting firm referred to in Section 6(a)(vi)). For the purposes of this Section 6(e)(ii), the Executive's Date of Termination shall be deemed to be his last date of employment by the Company.

Obligations of the Company upon an Anticipatory Termination. If the Executive has reason to believe that an Anticipatory Termination may have occurred, he shall provide a notice setting forth such belief in accordance with Section 13(b) of this Agreement within one hundred and twenty (120) days after a Change of Control has occurred. Upon an Anticipatory Termination, the Executive shall be entitled to (A) the payments specified in Sections 6(a)(i), (iii) and (iv) (to the extent not previously paid), (B) the benefits specified in Sections 6(a)(ii) and (v) )to v))to the extent not previously provided) (or the after-tax equivalent thereof to the extent that such benefits have not been or are not provided in kind), (C) to the extent that the Executive has outstanding any unexercised stock options and other stock-based awards, the provisions of Section 6(a)(vi) shall apply to them, and (D) in respect of any stock options or other stock based awards that were forfeited by the Executive as a result of his termination of employment but would have vested had Section 6(a)(vi) applied, such awards shall be reinstated (or if not reinstated, the Executive shall be paid in cash the fair value of such award as determined by the accounting firm referred to in Section 6(a)(vi)). For the purposes of this Section 6(e)(ii), the Executive's Date of Termination shall be deemed to be his last date of employment by the Company.