Common use of Potential Change in Control of the Company Clause in Contracts

Potential Change in Control of the Company. For purposes of this Agreement, a "potential change in control of the Company" shall be deemed to have occurred if (A) the Company enters into an agreement, the consummation of which would result in the occurrence of a change in control of the Company; (B) any Person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a change in control of the Company; (C) any Person, other than (1) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or (2) any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, or (3) any Person who, on the date hereof, is a director or officer of the Company or whose shares of common stock of the Company are treated as beneficially owned by any such director or officer, increases his beneficial ownership of such securities by 8% or more of the shares of the Company issued and outstanding on the date of such determination; or (D) the Board adopts a resolution to the effect that, for purposes of this Agreement, a potential change in control of the Company has occurred. You agree that, subject to the terms and conditions of this Agreement, in the event of a potential change in control of the Company, you will remain in the employ of the Company until the earliest of (1) a date which is twelve (12) months after the occurrence of such potential change in control of the Company, (2) the Termination by you of your employment by reason of death or Disability or Retirement, as defined in Section 3(i), or (3) the occurrence of a change in control of the Company.

Potential Change in Control of the Company. For all purposes of this Agreement, a "potential change “Potential Change in control Control of the Company" ” shall be deemed to have occurred if upon the occurrence of any of the events described in subparagraphs (Ai), (ii), (iii) the or (iv) below: (i) The Company enters into an agreementagreement or letter of intent with respect to any transaction which, the consummation of which if consummated, would result in the occurrence of a change Change in control Control of the Company; or (Bii) any Person Any person (including the Company) publicly announces an intention that it intends to take take, or to consider taking actions which is considering taking, any action which, if consummated consummated, would constitute result in the occurrence of a change Change in control Control of the Company; or (Ciii) any PersonAny person or group, other than (1) an employee benefit plan of the Company or a trustee or other fiduciary holding securities under an employee benefit plan of the Company, that is or (2) any Person becomes the beneficial owner, directly or entity organizedindirectly, appointed of 9.9% or established by more of the Company for or pursuant Company’s outstanding securities then having the right to vote in elections of persons to the terms of any such plan, or (3) any Person who, on the date hereof, is a director or officer of the Company or whose shares of common stock of the Company are treated as beneficially owned by any such director or officer, Board increases his its beneficial ownership of such securities by 85% or more over the percentage so owned by such person or group on the Commencement Date; or (iv) The Compensation Committee of the shares of the Company issued and outstanding on the date of such determination; or (D) the Board adopts shall adopt a resolution to the effect that, for purposes of this Agreement, a potential change in control of the Company has effectively occurred. You agree that, subject The Compensation Committee of the Board shall be entitled to the terms exercise its sole and conditions of this Agreement, absolute discretion in the event adoption of a potential change in control such resolution, whether or not any transaction(s) or event(s) have occurred that might be deemed, individually or collectively, to satisfy any of the Company, you will remain criteria set forth in the employ of the Company until the earliest of subparagraphs (1i) a date which is twelve through (12iii) months after the occurrence of such potential change in control of the Company, (2) the Termination by you of your employment by reason of death or Disability or Retirement, as defined in Section 3(i), or (3) the occurrence of a change in control of the Companyabove.

Potential Change in Control of the Company. For all purposes of this Agreement, a "potential change “Potential Change in control Control of the Company" ” shall be deemed to have occurred if upon the occurrence of any of the events described in subparagraphs (Ai), (ii), (iii) the or (iv) below: (i) The Company enters into an agreementagreement or letter of intent with respect to any transaction which, the consummation of which if consummated, would result in the occurrence of a change Change in control Control of the Company; or (Bii) any Person Any person (including the Company) publicly announces an intention that it intends to take take, or to consider taking actions which is considering taking, any action which, if consummated consummated, would constitute result in the occurrence of a change Change in control Control of the Company; or (Ciii) any PersonAny person or group, other than (1) an employee benefit plan of the Company or a trustee or other fiduciary holding securities under an employee benefit plan of the Company, that is or (2) any Person becomes the beneficial owner, directly or entity organizedindirectly, appointed of 9.9% or established by more of the Company for or pursuant Company’s outstanding securities then having the right to vote in elections of persons to the terms of any such plan, or (3) any Person who, on the date hereof, is a director or officer of the Company or whose shares of common stock of the Company are treated as beneficially owned by any such director or officerBoard, increases his its beneficial ownership of such securities by 85% or more over the percentage so owned by such person or group on the Commencement Date; or (iv) The Compensation Committee of the shares of the Company issued and outstanding on the date of such determination; or (D) the Board adopts shall adopt a resolution to the effect that, for purposes of this Agreement, a potential change in control of the Company has effectively occurred. You agree that, subject The Compensation Committee of the Board shall be entitled to the terms exercise its sole and conditions of this Agreement, absolute discretion in the event adoption of a potential change in control such resolution, whether or not any transaction(s) or event(s) have occurred that might be deemed, individually or collectively, to satisfy any of the Company, you will remain criteria set forth in the employ of the Company until the earliest of subparagraphs (1i) a date which is twelve through (12iii) months after the occurrence of such potential change in control of the Company, (2) the Termination by you of your employment by reason of death or Disability or Retirement, as defined in Section 3(i), or (3) the occurrence of a change in control of the Companyabove.

Potential Change in Control of the Company. For all purposes of this Agreement, a "potential change “Potential Change in control Control of the Company" ” shall be deemed to have occurred if upon the occurrence of any of the events described in subparagraphs (Ai), (ii), (iii) the or (iv) below: • The Company enters into an agreementagreement or letter of intent with respect to any transaction which, the consummation of which if consummated, would result in the occurrence of a change Change in control Control of the Company; (B) any Person or • Any person (including the Company) publicly announces an intention that it intends to take take, or to consider taking actions which is considering taking, any action which, if consummated consummated, would constitute result in the occurrence of a change Change in control Control of the Company; (C) any Personor • Any person or group, other than (1) an employee benefit plan of the Company or a trustee or other fiduciary holding securities under an employee benefit plan of the Company, that is or (2) any Person becomes the beneficial owner, directly or entity organizedindirectly, appointed of 9.9% or established by more of the Company for or pursuant Company’s outstanding securities then having the right to vote in elections of persons to the terms of any such plan, or (3) any Person who, on the date hereof, is a director or officer of the Company or whose shares of common stock of the Company are treated as beneficially owned by any such director or officerBoard, increases his its beneficial ownership of such securities by 85% or more over the percentage so owned by such person or group on the Commencement Date; or • The Compensation Committee of the shares of the Company issued and outstanding on the date of such determination; or (D) the Board adopts shall adopt a resolution to the effect that, for purposes of this Agreement, a potential change in control of the Company has effectively occurred. You agree that, subject The Compensation Committee of the Board shall be entitled to the terms exercise its sole and conditions of this Agreement, absolute discretion in the event adoption of a potential change in control such resolution, whether or not any transaction(s) or event(s) have occurred that might be deemed, individually or collectively, to satisfy any of the Company, you will remain criteria set forth in the employ of the Company until the earliest of subparagraphs (1i) a date which is twelve through (12iii) months after the occurrence of such potential change in control of the Company, (2) the Termination by you of your employment by reason of death or Disability or Retirement, as defined in Section 3(i), or (3) the occurrence of a change in control of the Companyabove.