Common use of Other Employment Arrangements Clause in Contracts

Other Employment Arrangements. (a) This Agreement does not affect the Employee’s existing or future employment arrangements with the Company unless a Change in Control of the Company shall have occurred before the expiration of the term of this Agreement. The Employee’s employment with the Company shall continue to be governed by the Employee’s existing or future employment agreements with the Company, if any, or, in the absence of any employment agreement, shall continue to be at the will of the Board of Directors or, if the Employee is not an officer of the Company at the time of the termination of the Employee’s employment with the Company, the will of the Chief Executive Officer of the Company, except that if (i) a Change in Control of the Company shall have occurred before the expiration of the term of this Agreement, and (ii) the Employee’s employment with the Company is terminated (whether by the Employee or the Company or automatically as provided in Section 3) after the occurrence of that Change in Control of the Company, then the Employee shall be entitled to receive certain benefits as provided in this Agreement. (b) Notwithstanding anything contained in this Agreement to the contrary, if following the commencement of any discussion with a third person that ultimately results in a written agreement or agreements to which the Company is a party and which, if the transactions contemplated by such agreement or agreements were consummated, would result in a Change in Control of the Company, the Employee’s employment with the Company is terminated by the Company for any reason other than as a result of the occurrence of an event described in any of clauses (i) through (v) of Section 4, then for all purposes of this Agreement, a Change in Control of the Company shall be deemed to have occurred on the date immediately prior to the date of such termination, removal, or reduction regardless of whether any Change in Control of the Company actually occurs. (c) Nothing in this Agreement shall prevent or limit the Employee’s continuing or future participation in any plan, program, policy or practice of or provided by the Company or any of its Affiliates and for which the Employee may qualify, nor shall anything herein limit or otherwise affect such rights as the Employee may have under any contract or agreement with the Company or any of its Affiliates. Amounts which are vested benefits or which the Employee is otherwise entitled to receive under any plan, program, policy or practice of or provided by, or any contract or agreement with, the Company or any of its Affiliates at or subsequent to the date of termination of the Employee’s employment with the Company shall be payable or otherwise provided in accordance with such plan, program, policy or practice or contract or agreement except as explicitly modified by this Agreement.

Other Employment Arrangements. (a) This Except as specified below in this paragraph, this Agreement does not affect the EmployeeExecutive’s existing or future employment arrangements with the Company unless a Change in Control of the Company shall have occurred before the expiration of the term of this Agreement. The EmployeeExecutive’s employment with the Company shall continue to be governed by the EmployeeExecutive’s existing or future employment agreements with the Company, if any, or, in the absence of any employment agreement, shall continue to be at the will of the Board of Directors or, if the Employee Executive is not an officer of the Company at the time of the termination of the EmployeeExecutive’s employment with the Company, the will of the Chief Executive Officer of the Company, except that if (i) a Change in Control of the Company shall have occurred before the expiration of the term of this Agreement, and (ii) the EmployeeExecutive’s employment with the Company is terminated (whether by the Employee Executive or the Company or automatically as provided in Section 3) after the occurrence of that Change in Control of the Company, then the Employee Executive shall be entitled to receive certain benefits as provided in this Agreement. (b) Notwithstanding anything contained in this Agreement to the contrary, if following the commencement of any discussion with a third person that ultimately results in a written agreement or agreements to which the Company is a party and which, if the transactions contemplated by such agreement or agreements were consummated, would result in a Change in Control of the Company, (i) the EmployeeExecutive’s employment with the Company is terminated by terminated, (ii) the Company for Executive is removed from any reason other material duties or position with the Company, (iii) the Executive’s Base Salary is reduced, or (iv) the Executive’s annual bonus is reduced to an amount less than as a result of the occurrence of an event described in any of clauses (i) through (v) of Section 4Benchmark Bonus, then for all purposes of this Agreement, a such Change in Control of the Company shall be deemed to have occurred on the date immediately prior to the date of such termination, removal, or reduction regardless of whether any Change in Control of the Company actually occursreduction. (c) Nothing in this Agreement shall prevent or limit the EmployeeExecutive’s continuing or future participation in any plan, program, policy or practice of or provided by the Company or any of its Affiliates and for which the Employee Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Employee Executive may have under any contract or agreement with the Company or any of its Affiliates. Amounts which are vested benefits or which the Employee Executive is otherwise entitled to receive under any plan, program, policy or practice of or provided by, or any contract or agreement with, the Company or any of its Affiliates at or subsequent to the date of termination of the EmployeeExecutive’s employment with the Company shall be payable or otherwise provided in accordance with such plan, program, policy or practice or contract or agreement except as explicitly modified by this Agreement.

Other Employment Arrangements. (a) This Agreement does not affect the Employee’s existing or future employment arrangements with the Company unless a Change in Control of the Company shall have occurred before the expiration of the term of this Agreement. The Employee’s employment with the Company shall continue to be governed by the Employee’s existing or future employment agreements with the Company, if any, or, in the absence of any employment agreement, shall continue to be at the will of the Board of Directors or, if the Employee is not an officer of the Company at the time of the termination of the Employee’s employment with the Company, the will of the Chief Executive Officer of the Company, except that if (i) a Change in Control of the Company shall have occurred before the expiration of the term of this Agreement, Agreement and (ii) the Employee’s employment with the Company is terminated (whether by the Employee or the Company or automatically as provided in Section 3) after the occurrence of that such Change in Control of the CompanyControl, then the Employee shall be entitled to receive certain benefits as provided in this Agreement. (b) Notwithstanding anything contained in this Agreement to the contrary, if following the commencement of any discussion discussions with a third any person that ultimately results in a written agreement or agreements to which the Company is a party and which, if the transactions contemplated by such agreement or agreements were consummated, would result in a Change in Control of the CompanyControl, (i) the Employee’s employment with the Company is terminated by terminated, (ii) the Employee is removed from any material duties or position with the Company for any reason other than as a result of or (iii) the occurrence of an event described in any of clauses (i) through (v) of Section 4Employee’s Base Salary is reduced, then for all purposes of this Agreement, a such Change in Control of the Company shall be deemed to have occurred on the date immediately prior to the date of such termination, removal, removal or reduction regardless of whether any Change in Control of the Company actually occursreduction. (c) Nothing in this Agreement shall prevent or limit the Employee’s continuing or future participation in any plan, program, policy or practice of or provided by the Company or any of its Affiliates and for which the Employee may qualify, nor shall anything herein limit or otherwise affect such rights as the Employee may have under any contract or agreement with the Company or any of its Affiliates. Amounts which are vested benefits or which the Employee is otherwise entitled to receive under any plan, program, policy or practice of or provided by, or any contract or agreement with, the Company or any of its Affiliates at or subsequent to the date of termination of the Employee’s employment with the Company shall be payable or of otherwise provided in accordance with such plan, program, policy or practice or contract or agreement except as explicitly modified by this Agreement.

Other Employment Arrangements. (a) This Agreement does not affect the Employee’s 's existing or future employment arrangements with the Company unless a Change in Control of the Company shall have occurred before the expiration of the term of this Agreement. The Employee’s 's employment with the Company shall continue to be governed by the Employee’s 's existing or future employment agreements with the Company, if any, or, in the absence of any employment agreement, shall continue to be at the will of the Board of Directors or, if the Employee is not an officer of the Company at the time of the termination of the Employee’s 's employment with the Company, the will of the Chief Executive Officer of the Company, except that if (i) a Change in Control of the Company shall have occurred before the expiration of the term of this Agreement, Agreement and (ii) the Employee’s 's employment with the Company is terminated (whether by the Employee or the Company or automatically as provided in Section 3) after the occurrence of that Change in Control of the Company, then the Employee shall be entitled to receive certain benefits as provided in this Agreement. (b) Notwithstanding anything contained in this Agreement to the contrary, if following the commencement of any discussion discussions with a third any person that ultimately results in a written agreement or agreements to which the Company is a party and which, if the transactions contemplated by such agreement or agreements were consummated, would result in a Change in Control of the Company, (i) the Employee’s 's employment with the Company is terminated by terminated, (ii) the Company for Employee is removed from any reason other material duties or position with the Company, (iii) the Employee's Base Salary is reduced or (iv) the Employee's annual bonus is reduced to an amount less than as a result of the occurrence of an event described in any of clauses (i) through (v) of Section 4Benchmark Bonus, then for all purposes of this Agreement, a such Change in Control of the Company shall be deemed to have occurred on the date immediately prior to the date of such termination, removal, removal or reduction regardless of whether any Change in Control of the Company actually occursreduction. (c) Nothing in this Agreement shall prevent or limit the Employee’s 's continuing or future participation in any plan, program, policy or practice of or provided by the Company or any of its Affiliates and for which the Employee may qualify, nor shall anything herein limit or otherwise affect such rights as the Employee may have under any contract or agreement with the Company or any of its Affiliates. Amounts which are vested benefits or which the Employee is otherwise entitled to receive under any plan, program, policy or practice of or provided by, or any contract or agreement with, the Company or any of its Affiliates at or subsequent to the date of termination of the Employee’s 's employment with the Company shall be payable or otherwise provided in accordance with such plan, program, policy or practice or contract or agreement except as explicitly modified by this Agreement.

Other Employment Arrangements. (a) This Agreement does not affect the Employee’s 's existing or future employment arrangements with the Company unless a Change in Control of the Company shall have occurred before the expiration of the term of this Agreement. The Employee’s 's employment with the Company shall continue to be governed by the Employee’s 's existing or future employment agreements with the Company, if any, or, in the absence of any employment agreement, shall continue to be at the will of the Board of Directors or, if the Employee is not an officer of the Company at the time of the termination of the Employee’s 's employment with the Company, the will of the Chief Executive Officer of the Company, except that if (iI) a Change in Control of the Company shall have occurred before the expiration of the term of this Agreement, Agreement and (ii) the Employee’s 's employment with the Company is terminated (whether by the Employee or the Company or automatically as provided in Section 3) after the occurrence of that Change in Control of the Company, then the Employee shall be entitled to receive certain benefits as provided in this Agreement. (b) Notwithstanding anything contained in this Agreement to the contrary, if following the commencement of any discussion discussions with a third any person that ultimately results in a written agreement or agreements to which the Company is a party and which, if the transactions contemplated by such agreement or agreements were consummated, would result in a Change in Control of the Company, (I) the Employee’s 's employment with the Company is terminated by terminated, (ii) the Company for Employee is removed from any reason other material duties or position with the Company, (iii) the Employee's Base Salary is reduced or (iv) the Employee's annual bonus is reduced to an amount less than as a result of the occurrence of an event described in any of clauses (i) through (v) of Section 4Benchmark Bonus, then for all purposes of this Agreement, a such Change in Control of the Company shall be deemed to have occurred on the date immediately prior to the date of such termination, removal, removal or reduction regardless of whether any Change in Control of the Company actually occursreduction. (c) Nothing in this Agreement shall prevent or limit the Employee’s 's continuing or future participation in any plan, program, policy or practice of or provided by the Company or any of its Affiliates and for which the Employee may qualify, nor shall anything herein limit or otherwise affect such rights as the Employee may have under any contract or agreement with the Company or any of its Affiliates. Amounts which are vested benefits or which the Employee is otherwise entitled to receive under any plan, program, policy or practice of or provided by, or any contract or agreement with, the Company or any of its Affiliates at or subsequent to the date of termination of the Employee’s 's employment with the Company shall be payable or otherwise provided in accordance with such plan, program, policy or practice or contract or agreement except as explicitly modified by this Agreement.

Other Employment Arrangements. (a) This Agreement does not affect the Employee’s Executive's existing or future employment arrangements with the Company unless a Change in Control of the Company shall have occurred before the expiration of the term of this Agreement. The Employee’s Executive's employment with the Company shall continue to be governed by the Employee’s Executive's existing or future employment agreements with the Company, if any, or, in the absence of any employment agreement, shall continue to be at the will of the Board of Directors or, if the Employee Executive is not an officer of the Company at the time of the termination of the Employee’s Executive's employment with the Company, the will of the Chief Executive Officer of the Company, except that if (i) a Change in Control of the Company shall have occurred before the expiration of the term of this Agreement, and (ii) the Employee’s Executive's employment with the Company is terminated (whether by the Employee Executive or the Company or automatically as provided in Section 3) after the occurrence of that Change in Control of the Company, then the Employee Executive shall be entitled to receive certain benefits as provided in this Agreement. (b) Notwithstanding anything contained in this Agreement to the contrary, if following the commencement of any discussion with a third person that ultimately results in a written agreement or agreements to which the Company is a party and which, if the transactions contemplated by such agreement or agreements were consummated, would result in a Change in Control of the Company, (i) the Employee’s Executive's employment with the Company is terminated by terminated, (ii) the Company for Executive is removed from any reason other material duties or position with the Company, (iii) the Executive's Base Salary is reduced, or (iv) the Executive's annual bonus is reduced to an amount less than as a result of the occurrence of an event described in any of clauses (i) through (v) of Section 4Benchmark Bonus, then for all purposes of this Agreement, a such Change in Control of the Company shall be deemed to have occurred on the date immediately prior to the date of such termination, removal, or reduction regardless of whether any Change in Control of the Company actually occursreduction. (c) Nothing in this Agreement shall prevent or limit the Employee’s Executive's continuing or future participation in any plan, program, policy or practice of or provided by the Company or any of its Affiliates and for which the Employee Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Employee Executive may have under any contract or agreement with the Company or any of its Affiliates. Amounts which are vested benefits or which the Employee Executive is otherwise entitled to receive under any plan, program, policy or practice of or provided by, or any contract or agreement with, the Company or any of its Affiliates at or subsequent to the date of termination of the Employee’s Executive's employment with the Company shall be payable or otherwise provided in accordance with such plan, program, policy or practice or contract or agreement except as explicitly modified by this Agreement.

Other Employment Arrangements. (a) This Agreement does not affect the EmployeeExecutive’s existing or future employment arrangements with the Company unless a Change in Control of the Company shall have occurred before the expiration of the term of this Agreement. The EmployeeExecutive’s employment with the Company shall continue to be governed by the EmployeeExecutive’s existing or future employment agreements with the Company, if any, or, in the absence of any employment agreement, shall continue to be at the will of the Board of Directors or, if the Employee Executive is not an officer of the Company at the time of the termination of the EmployeeExecutive’s employment with the Company, the will of the Chief Executive Officer of the Company, except that if (i) a Change in Control of the Company shall have occurred before the expiration of the term of this Agreement, Agreement and (ii) the EmployeeExecutive’s employment with the Company is terminated (whether by the Employee Executive or the Company or automatically as provided in Section 3) after the occurrence of that Change in Control of the CompanyControl, then the Employee Executive shall be entitled to receive certain benefits as provided in this Agreement and the Executive shall not be entitled to receive any severance, termination or similar payment or benefit set forth in any employment agreement or arrangement the Executive has with the Company or any of its subsidiaries that would be duplicative in any manner of any payment made pursuant to this Agreement. (b) Notwithstanding anything contained in this Agreement to the contrary, if following the commencement of any discussion with a third person (but excluding any discussions with an investment banker, attorney, accountant or other advisor engaged by the Company) that ultimately results in a written agreement or agreements to which the Company is a party and which, if the transactions contemplated by such agreement or agreements were consummated, would result in a Change in Control of Control, (i) the Company, the EmployeeExecutive’s employment with the Company is terminated by terminated, (ii) the Executive’s duties are materially changed or the Executive’s status and position with the Company for any reason other is materially diminished, (iii) the Executive’s Base Salary is reduced, or (iv) the Executive’s annual bonus potential is reduced to an amount less than as a result of the occurrence of an event described in any of clauses (i) through (v) of Section 4Benchmark Bonus, then for all purposes of this Agreement, a such Change in Control of the Company shall be deemed to have occurred on the date immediately prior to the date of such termination, removalchange, diminution, or reduction regardless of whether any Change in Control of the Company actually occursreduction. (c) Nothing in this Agreement shall prevent or limit the EmployeeExecutive’s continuing or future participation in any plan, program, policy or practice of or provided by the Company or any of its Affiliates and for which the Employee Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Employee Executive may have under any contract or agreement with the Company or any of its Affiliates. Amounts which are vested benefits or which the Employee Executive is otherwise entitled to receive under any plan, program, policy or practice of or provided by, or any contract or agreement with, the Company or any of its Affiliates at or subsequent to the date of termination of the EmployeeExecutive’s employment with the Company shall be payable or otherwise provided in accordance with such plan, program, policy or practice or contract or agreement except as explicitly modified by this Agreement.

Other Employment Arrangements. (a) This Agreement does not affect the EmployeeExecutive’s existing or future employment arrangements with the Company unless a Change in Control of the Company shall have occurred before the expiration of the term of this Agreement. The EmployeeExecutive’s employment with the Company shall continue to be governed by the EmployeeExecutive’s existing or future employment agreements with the Company, if any, or, in the absence of any employment agreement, shall continue to be at the will of the Board of Directors or, if the Employee Executive is not an officer of the Company at the time of the termination of the EmployeeExecutive’s employment with the Company, the will of the Chief Executive Officer of the Company, except that if (i) a Change in Control of the Company shall have occurred before the expiration of the term of this Agreement, Agreement and (ii) the EmployeeExecutive’s employment with the Company is terminated (whether by the Employee Executive or the Company or automatically as provided in Section 3) after the occurrence of that Change in Control of the CompanyControl, then the Employee Executive shall be entitled to receive certain benefits as provided in this Agreement and the Executive shall not be entitled to receive any severance, termination or similar payment or benefit set forth in any employment agreement or arrangement the Executive has with the Company or any of its subsidiaries that would be duplicative in any manner of any payment made pursuant to this Agreement. (b) Notwithstanding anything contained in this Agreement to the contrary, if following the commencement of any discussion with a third person (but excluding any discussions with an investment banker, attorney, accountant or other advisor engaged by the Company) that ultimately results in a written agreement or agreements to which the Company is a party and which, if the transactions contemplated by such agreement or agreements were consummated, would result in a Change in Control of Control, (i) the Company, the EmployeeExecutive’s employment with the Company is terminated by terminated, (ii) the Executive’s duties are materially changed or the Executive’s status and position with the Company for any reason other is materially diminished, (iii) the Executive’s Base Salary is reduced, or (iv) the Executive’s annual bonus potential is reduced to an amount less than as a result of the occurrence of an event described in any of clauses (i) through (v) of Section 4Benchmark Bonus, then for all purposes of this Agreement, a such Change in Control of the Company shall be deemed to have occurred on the date immediately prior to the date of such termination, removalchange, diminution, or reduction regardless reduction, and (x) any payments and benefits payable under any employment agreement between the Company and the Executive shall be paid in accordance with the terms thereof and (y) the Executive shall be entitled to receive any additional payments and benefits provided for herein or otherwise hereunder, in the manner set forth in this Agreement. In the event Executive is a “specified employee” (within the meaning of whether any Section 409A) on his Termination Date, for purposes of this subsection (b), his right to payment and form of payment under his employment agreement will be considered fixed on his Termination Date and payable under his employment agreement, even if such payments have not actually commenced as of the Change in Control Control. For the avoidance of doubt, any payment made or benefit provided or to be provided under any employment agreement between the Company actually occursand the Executive that is duplicative of any payment made or to be made, or benefit provided or to be provided, under this Agreement, shall reduce on a dollar for dollar basis the payment to be made or benefit to be provided under this Agreement; provided, however, that in the event that the payment shall be delayed pursuant to Section 409A as further described in Section 7(b)(iv), then any payment made or benefit provided or to be provided under this Agreement that is duplicative of any payment made or to be made, or benefit provided or to be provided, under any employment agreement between the Company and the Executive, shall reduce on a dollar for dollar basis the payment to be made or benefit to be provided under such employment agreement. (c) Nothing in this Agreement shall prevent or limit the EmployeeExecutive’s continuing or future participation in any plan, program, policy or practice of or provided by the Company or any of its Affiliates and for which the Employee Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Employee Executive may have under any contract or agreement with the Company or any of its Affiliates. Amounts which are vested benefits or which the Employee Executive is otherwise entitled to receive under any plan, program, policy or practice of or provided by, or any contract or agreement with, the Company or any of its Affiliates at or subsequent to the date of termination of the EmployeeExecutive’s employment with the Company shall be payable or otherwise provided in accordance with such plan, program, policy or practice or contract or agreement except as explicitly modified by this Agreement.

Other Employment Arrangements. (a) This Agreement does not affect the Employee’s 's existing or future employment arrangements with the Company unless a Change in Control of the Company shall have occurred before the expiration of the term of this Agreement. The Employee’s 's employment with the Company shall continue to be governed by the Employee’s 's existing or future employment agreements with the Company, if any, or, in the absence of any employment agreement, shall continue to be at the will of the Board of Directors or, if the Employee is not an officer of the Company at the time of the termination of the Employee’s 's employment with the Company, the will of the Chief Executive Officer of the Company, except that if (i) a Change in Control of the Company shall have occurred before the expiration of the term of this Agreement, Agreement and (ii) the Employee’s 's employment with the Company is terminated (whether by the Employee or -1- 2 the Company or automatically as provided in Section 3) after the occurrence of that Change in Control of the Company, then the Employee shall be entitled to receive certain benefits as provided in this Agreement. (b) Notwithstanding anything contained in this Agreement to the contrary, if following the commencement of any discussion discussions with a third any person that ultimately results in a written agreement or agreements to which the Company is a party and which, if the transactions contemplated by such agreement or agreements were consummated, would result in a Change in Control of the Company, (i) the Employee’s 's employment with the Company is terminated by terminated, (ii) the Company for Employee is removed from any reason other material duties or position with the Company, (iii) the Employee's Base Salary is reduced or (iv) the Employee's annual bonus is reduced to an amount less than as a result of the occurrence of an event described in any of clauses (i) through (v) of Section 4Benchmark Bonus, then for all purposes of this Agreement, a such Change in Control of the Company shall be deemed to have occurred on the date immediately prior to the date of such termination, removal, removal or reduction regardless of whether any Change in Control of the Company actually occursreduction. (c) Nothing in this Agreement shall prevent or limit the Employee’s 's continuing or future participation in any plan, program, policy or practice of or provided by the Company or any of its Affiliates and for which the Employee may qualify, nor shall anything herein limit or otherwise affect such rights as the Employee may have under any contract or agreement with the Company or any of its Affiliates. Amounts which are vested benefits or which the Employee is otherwise entitled to receive under any plan, program, policy or practice of or provided by, or any contract or agreement with, the Company or any of its Affiliates at or subsequent to the date of termination of the Employee’s 's employment with the Company shall be payable or otherwise provided in accordance with such plan, program, policy or practice or contract or agreement except as explicitly modified by this Agreement.