Common use of TERMINATION FOLLOWING A CHANGE IN CONTROL A Clause in Contracts

TERMINATION FOLLOWING A CHANGE IN CONTROL A. If a Change in Control (as defined in Section IA(iii) hereof) occurs and if, within two years following the Change in Control, the employment of the Employee is terminated (A) by the Company other than for Cause (as defined in Section IA(i) hereof), or (B) by the Employee for Good Reason (as defined in Section IA(ii) hereof), the Employee's Compensation (as defined in Section IA(iv) hereof) shall continue to be paid in monthly installments, subject to applicable withholdings, by the Company for a period of thirty-five (35) months following such termination of employment. In lieu of receiving payment of Compensation for such 35-month period in installments, the Employee may elect, at any time prior to the earlier to occur of a Change in Control or action by the Board of Directors of the Company (the "Board") with respect to an event which would, upon consummation, result in a Change in Control (which election shall be evidenced by notice filed with the Company), to be paid the present value of any such Compensation in a lump sum within 30 days of termination of the Employee's employment under circumstances entitling such Employee to Compensation hereunder. The calculation of the amount due shall be made by the independent accounting firm then performing the Company's independent audit, and such calculation, including but not limited to any discount factor used to determine present value, shall be conclusive. For purposes of this Agreement, the following terms shall have the meanings indicated: