Common use of Payment of Severance Clause in Contracts

Payment of Severance. No compensation shall be payable under this Agreement unless and until (a) there shall have been a Change in Control of the Company while the Executive is still an employee of the Company and (b) the Executive is no longer an employee of the Company as a result of a termination by the Company other than pursuant to Sections 3(b), 3(c) or 3(d) hereof or by the Executive for Good Reason; provided, however, that notwithstanding anything in this Agreement to the contrary, if a Change in Control of the Company occurs and if the Executive's employment with the Company is terminated prior to the date on which the Change in Control of the Company occurs, and if there is a reasonable basis that such termination of employment (1) was at the request of a third party that has taken steps reasonably calculated to effect a Change in Control of the Company or (2) otherwise arose in connection with or anticipation of a Change in Control of the Company, then such termination of employment shall be treated as a termination of the Executive's employment following a Change in Control of the Company.

Payment of Severance. No compensation shall be payable under this Agreement unless and until (ai) there shall have been a Change in Control of the Company while the Executive is still an employee of the Company and (bii) the Executive is no longer an employee of the Company as a result of a termination by the Company other than pursuant to Sections 3(b), 3(c) or 3(d) hereof or by the Executive for Good Reason; provided, however, that notwithstanding anything in this Agreement to the contrary, if a Change in Control of the Company occurs and if the Executive's ’s employment with the Company is terminated prior to the date on which the Change in Control of the Company occurs, and if there is a reasonable basis that such termination of employment (1) was at the request of a third party that has taken steps reasonably calculated to effect a Change in Control of the Company or (2) otherwise arose in connection with or anticipation of a Change in Control of the Company, then such termination of employment shall be treated as a termination of the Executive's ’s employment following a Change in Control of the Company.

Payment of Severance. No compensation shall be payable under this Agreement unless and until (a) there shall have been a “Change in Control Control” (as defined in Section 2) of the Company while the Executive is still an employee of the Company and (b) the Executive is no longer an employee of the Company as a result of a termination by the Company other than pursuant to Sections 3(b), 3(c) or 3(d3(c) hereof or by the Executive for Good Reason; Reason pursuant to Section 3(d), provided, however, that notwithstanding anything in this Agreement to the contrary, if a Change in Control of the Company occurs and if the Executive's ’s employment with the Company is terminated prior to the date on which the Change in Control of the Company occurs, and if there is a reasonable basis that such termination of employment (1) was at the request of a third party that has taken steps reasonably calculated to effect a Change in Control of the Company or (2) otherwise arose in connection with or anticipation of a Change in Control of the Company, then such termination of employment shall be treated as a termination of the Executive's ’s employment following a Change in Control of the Company.

Payment of Severance. No compensation shall be payable under this Agreement unless and until (ai) there shall have been a Change in Control of the Company while the Executive is still an employee of the Company and (bii) the Executive is no longer an employee of the Company as a result of a termination by the Company other than pursuant to Sections 3(b), 3(c) or 3(d) hereof or by the Executive for Good Reason; provided, however, that notwithstanding anything in this Agreement to the contrary, if a Change in Control of the Company occurs and if the Executive's ’s employment with the Company is terminated prior to the date on which the Change in Control of the Company occurs, and if there is a reasonable basis that such termination of DM_US 91682818-1.025955.0010 employment (1) was at the request of a third party that has taken steps reasonably calculated to effect a Change in Control of the Company or (2) otherwise arose in connection with or anticipation of a Change in Control of the Company, then such termination of employment shall be treated as a termination of the Executive's ’s employment following a Change in Control of the Company.