Common use of Sale of Division Clause in Contracts

Sale of Division. Subject to the terms hereof, if the Company sells substantially all of the assets of a Division or the capital stock of a Subsidiary to a non-Affiliate of the Company, and the following conditions are satisfied (i) such sale does not constitute (or is included as a part of) a Major Transaction as of the date of the closing of such sale and (ii) the Company distributes to its stockholders all or a portion of the consideration received by the Company in such sale (the amount distributed being the “Distribution Amount”), then the Company shall pay Executive the amount equal to Executive’s Percentage multiplied by the Distribution Award Amount (as defined below); provided that Executive is employed by the Company at the time of such sale, or that Executive was employed by the Company within the previous 180 days of such sale and Executive was terminated as a result of a Qualifying Separation. The term “Distribution Award Amount” shall mean the product of the Distribution Amount multiplied by 1.5%.