Common use of Special Termination Clause in Contracts

Special Termination. Notwithstanding the foregoing, if the Employee’s employment is terminated by the Company without Cause prior to the Change of Control Date but on or after a Potential Change of Control Date, then the Company will provide to the Employee the payments and benefits as provided in Section 3(c), in lieu of Section 3(b); provided, however, that if the Company reasonably demonstrates that the Employee’s termination of employment (X) was not at the request of a third party who has taken steps reasonably calculated to effect a Change of Control, and (Y) would have occurred absent the Change of Control, then Section 3(b) shall apply in lieu of Section 3(c). Solely for purposes of determining the timing of payments and the provision of benefits under the circumstances described in this Section 3(c)(iv), the Employee’s date of termination shall be deemed to be the Change of Control Date.

Special Termination. Notwithstanding the foregoing, if the Employee’s employment is terminated by the Company without Cause prior to the Change of Control Date but on or after a Potential Change of Control Date, then the Company will provide to the Employee the payments and benefits as provided in Section 3(c), in lieu of Section 3(b); provided, however, that if the Company reasonably demonstrates that the Employee’s termination of employment (X) was not at the request of a third party who has taken steps reasonably calculated to effect a Change of Control, and (Y) would have occurred absent the Change of Control, then Section 3(b) shall apply in lieu of Section 3(c). Solely for purposes of determining the timing of payments and the provision of benefits under the circumstances described in this Section 3(c)(iv3(c)(iii), the Employee’s date of termination shall be deemed to be the Change of Control Date.