Common use of Preconditions Clause in Contracts

Preconditions. Any other provision of this Agreement notwithstanding, this Section 1 shall apply only if: (i) Either (A) the Company terminates the Employee’s employment for any reason other than Cause or (B) the Employee resigns for Good Reason within one hundred eighty (180) days after the event that constitutes Good Reason; (ii) Section 2 does not apply; (iii) The Employee has executed a general release of all claims (in a reasonable form prescribed by the Company); (iv) The Employee has returned all property of the Company in the Employee’s possession; and (v) The Employee, if requested by the Company’s Board of Directors (the “Board”), has resigned as a member of the Board and as a member of the Boards of Directors of all subsidiaries of the Company (to the extent applicable).

Preconditions. Any other provision of this Agreement notwithstanding, this Section 1 2 shall apply only if: (i) Either The Company is subject to a Change in Control; (ii) Within 12 months after such Change in Control, either (A) the Company terminates the Employee’s employment for any reason other than Cause or (B) the Employee resigns for Good Reason within one hundred eighty (180) days after the event that constitutes Good Reason; (ii) Section 2 does not apply; (iii) The Employee has executed a general release of all claims (in a reasonable form prescribed by the Company); (iv) The Employee has returned all property of the Company in the Employee’s possession; and (v) The Employee, if requested by the Company’s Board of Directors (the “Board”), has resigned as a member of the Board and as a member of the Boards of Directors of all subsidiaries of the Company (to the extent applicable).