Common use of Termination Following Change in Control Clause in Contracts

Termination Following Change in Control. If any of the events described in Section 2(i) hereof constituting a Change in Control shall have occurred, you shall be entitled to the benefits provided in Section 4(iv) hereof upon the subsequent termination of your employment with the Company and its subsidiaries during the term of this Agreement unless such termination is (A) a result of your death or Retirement, or (B) your termination for other than Good Reason, or (C) your being terminated by the Company or any of its subsidiaries for Disability or for Cause.

Termination Following Change in Control. If any of the events described in Section 2(i) hereof constituting a Change in Control shall have occurredas described in Section 2 occurs, you shall be entitled to the benefits provided in Section 4(iv) hereof upon the subsequent termination of your employment with the Company and its subsidiaries during the term 4 of this Agreement unless such termination if your employment is (A) a result of your death or Retirement, or (B) your termination for other than Good Reason, or (C) your being terminated by the Company or any of its subsidiaries for Disability or Cause, as described below, or by you for CauseGood Reason, as described below.

Termination Following Change in Control. If any of the events described in Section 2(i) hereof constituting a Change in Control of the Company shall have occurred, you shall thereafter be entitled to the benefits Benefits provided in Section 4(ivSubsection 6(c) hereof upon the subsequent termination of your employment with by the Company and its subsidiaries during the term of this Agreement unless Agreement, provided that such termination is (Ai) a result effected by the Company otherwise than for Cause or by reason of your death Retirement or RetirementDisability, or (Bii) your termination effected by you for other than Good Reason, or (C) your being terminated by the Company or any of its subsidiaries for Disability or for Cause.

Termination Following Change in Control. If any of the events described in Section 2(i) 2 hereof constituting a Change in Control shall have occurred, you the Employee shall be entitled to the benefits provided in Section 4(iv) 5 hereof upon the subsequent termination of your his employment with the Company and its subsidiaries during the term of this Agreement Term, unless such termination is (A) a result because of your death death, Cause or RetirementDisability, or (B) your termination by the Employee for other than Good Reason, or (C) your being terminated by the Company or any of its subsidiaries for Disability or for Cause.

Termination Following Change in Control. If any a change in control of the events described Company, as defined in Section 2(i) hereof constituting a Change in Control 2 hereof, shall have occurred, you shall be entitled to the benefits provided in Section 4(ivSubsection 4(iii) hereof upon the subsequent termination of your employment with the Company and its subsidiaries during the term of this Agreement unless such termination is (A) a result because of your death death, Disability or Retirement, or (B) your termination by the Company for other than Good ReasonCause, or (C) your being terminated by the Company or any of its subsidiaries you other than for Disability or for CauseGood Reason.

Termination Following Change in Control. If any of the events described in Section 2(i) 2 hereof constituting a Change change in Control control of the Company shall have occurred, you shall be entitled to the benefits provided in Section Subsection 4(iv) hereof upon the subsequent termination of your employment with the Company and its subsidiaries during the term of this Agreement unless such termination is (Aa) a result because of your death death, Disability or Retirement, or (Bb) your termination by the Company for other than Good ReasonCause, or (Cc) your being terminated by the Company or any of its subsidiaries you other than for Disability or for CauseGood Reason.

Termination Following Change in Control. If any of the events described in Section 2(i) 4 hereof constituting a Change change in Control control of the Company shall have occurred, you shall be entitled to the benefits provided in Section 4(iv6(iii) hereof upon the subsequent termination of your employment with the Company and its subsidiaries during the term of this Agreement within twenty-four (24) months after such event, unless such termination is (Aa) a result because of your death or Retirement, or (Bb) your termination for other than Good Reason, or (C) your being terminated by the Company for Cause or any of its subsidiaries for Disability or (c) by you other than for CauseGood Reason based on an event occurring concurrent with or subsequent to a change in control (as all such capitalized terms are hereinafter defined).

Termination Following Change in Control. If any of the events described in Section 2(i) hereof constituting a Change change in Control control of the Company shall have occurred, you shall be entitled to the benefits provided in Section 4(iv4(iii) hereof upon the subsequent termination Termination of your employment with the Company and its subsidiaries during the term of this Agreement unless such termination Termination is (A) a result because of your death death, Disability or Retirement, or (B) your termination by the Company for other than Good ReasonCause, or (C) your being terminated by the Company or any of its subsidiaries you other than for Disability or for CauseGood Reason.

Termination Following Change in Control. If any of the events described in Section 2(i) 2 hereof constituting a Change in Control shall have occurredoccur during the term hereof, you shall be entitled to the benefits provided in Section 4(iv) 4 hereof upon the subsequent termination of your employment with the Company and its subsidiaries during the term of this Agreement within twenty-four months following such Change in Control unless such termination is (Aa) a result because of your death or Retirement, (b) by the Employer for Cause, or (Bc) your termination for by you other than for Good Reason, or (C) your being terminated by in accordance with the Company or any of its subsidiaries for Disability or for Cause.following:

Termination Following Change in Control. If any of the events described in Section Subsection 2(i) hereof constituting a Change change in Control control of the company shall have occurred, you shall be entitled to the benefits provided in Section 4(ivSubsection 4(iii) hereof upon the subsequent termination of your employment with the Company and its subsidiaries during the term of this Agreement unless such termination is (A) a result because of your death death, Disability or Retirement, or (B) your termination by the Company for other than Good ReasonCause, or (C) your being terminated by the Company or any of its subsidiaries you other than for Disability or for CauseGood Reason.

Termination Following Change in Control. If any of the events described in Section 2(i) 2 hereof constituting a Change change in Control control of the Company shall have occurred, you shall be entitled to the benefits provided in Section 4(iv) 4 hereof upon your subsequent termination, so long as such termination occurs within two (2) years after a change in control of the subsequent termination of your employment with the Company and its subsidiaries during the term of this Agreement Company, unless such termination is (A) a result because of your death or Retirement, or (B) your termination for other than Good Reason, or (C) your being terminated by the Company for Cause or any of its subsidiaries for Disability or (c) by you other than for CauseGood Reason.

Termination Following Change in Control. If any of the events described in Section 2(i) 2 hereof constituting a Change in Control shall have occurredoccur during the term hereof, you shall be entitled to the benefits provided in Section 4(iv) 4 hereof upon the subsequent termination of your employment with the Company and its subsidiaries during the term of this Agreement within twenty-four months following such Change in Control unless such termination is (Aa) a result because of your death or Retirement, (b) by the Employer for Cause , or (Bc) your termination for by you other than for Good Reason, or in accordance with the following: (C) your being terminated by the Company or any of its subsidiaries for Disability or for Cause.a)

Termination Following Change in Control. If any of the events described in Section 2(i) 2 hereof constituting a Change in Control shall have occurredoccurred and be continuing, you shall be entitled to the benefits provided in Section 4(iv) 4 hereof upon the subsequent termination of your employment with the Company and its subsidiaries during the term of this Agreement unless such termination is (A) a result because of your death or Retirementdeath, or (B) your termination for other than Good Reason, or (C) your being terminated by the Company for Cause or any of its subsidiaries Disability, or by you other than for Disability or for CauseGood Reason.

Termination Following Change in Control. If any of the events --------------------------------------- described in Section 2(i) 2 hereof constituting a Change change in Control control of the Company shall have occurred, you shall be entitled to the benefits provided in Section Subsection 4(iv) hereof upon the subsequent termination of your employment with the Company and its subsidiaries during the term of this Agreement unless such termination is (Aa) a result because of your death death, Disability or Retirement, or (Bb) your termination by the Company for other than Good ReasonCause, or (Cc) your being terminated by the Company or any of its subsidiaries you other than for Disability or for CauseGood Reason.

Termination Following Change in Control. If any of the events described in Section 2(iSubsection 2(a) hereof constituting a Change in Control of the Company shall have occurred, you shall be entitled to the benefits provided in Section 4(ivSubsection 4(c) hereof upon the subsequent termination of your employment with the Company and its subsidiaries (whether or not such termination is voluntary) during the term of this Agreement unless such termination is (Ay) a result because of your death or Retirement, or (Bz) your termination for other than Good Reason, or (C) your being terminated by the Company or any of its subsidiaries for Disability or for Cause.

Termination Following Change in Control. If any of the events described in Section 2(i) Paragraph 2 hereof constituting a Change in Control shall have occurred, you shall be entitled to the benefits provided in Section 4(iv) Paragraph 4 hereof upon the subsequent termination of your employment with the Company and its subsidiaries during the term of this Agreement unless such termination is (Aa) a result because of your death or Retirementdisability, (b) by the Company for Cause, or (Bc) your termination for by you other than for Good Reason, or (C) your being terminated by the Company or any of its subsidiaries for Disability or for Cause.all as defined hereafter:

Termination Following Change in Control. If any of the events described in Section Subsection 2(i) hereof constituting a Change change in Control control of the Company shall have occurred, you shall be entitled to the benefits provided in Section 4(ivSubsection 4(iii) hereof upon the subsequent termination of your employment with the Company and its subsidiaries during the term of this Agreement unless such termination is (A) a result because of your death death, Disability or Retirement, or (B) your termination by the Company for other than Good ReasonCause, or (C) your being terminated by the Company or any of its subsidiaries you other than for Disability or for CauseGood Reason.

Termination Following Change in Control. If any of the events described in Section 2(i) 2 hereof constituting a Change in Control shall have occurred, you shall be entitled to the benefits provided in Section 4(ivSubsection 4(D) hereof upon the subsequent termination of your employment with the Company and its subsidiaries during the term of this Agreement Term unless such termination is (A) a result of due to your death death, Disability, or Retirement, or (B) your termination for other than Good Reason, or (C) your being terminated by the Company or any of its subsidiaries for Disability or for Cause, or by you other than for Good Reason.

Termination Following Change in Control. If any of the events described in Section 2(i) hereof 2 above constituting a Change in In Control of the Company shall have occurred, you shall be entitled to the benefits provided in Section 4(iv) hereof upon subsection 4.3 below on the subsequent termination or "Constructive Termination" of your employment with the Company and its subsidiaries during the term of this Agreement Agreement, unless such the termination is (A) a result because of your death death, Disability or Retirement, or (B) your termination by the Company for other than Good ReasonCause, or (C) your being terminated by the Company or any of its subsidiaries you other than for Disability or for CauseGood Reason.

Termination Following Change in Control. If any of the events described in Section 2(i) 2 hereof constituting a Change in Control shall have occurred, you shall be entitled to the benefits provided in Section 4(ivSubsection 4(D) hereof upon the subsequent termination of your employment with the Company and its subsidiaries during the term of this Agreement Term unless such termination is (A) a result because of your death or Retirement, or (B) your termination for other than Good Reason, or (C) your being terminated by the Company for Cause or any of its subsidiaries Disability, or by you other than for Disability or for CauseGood Reason.

Termination Following Change in Control. If any of the events described in Section Subsection 2(i) hereof constituting a Change in Control of the Company shall have occurred, you shall be entitled to the benefits provided in Section 4(ivSubsection 4(iii) and (iv) hereof upon the subsequent termination of your employment with the Company and its subsidiaries during the term of this Agreement unless such termination is (A) a result because of your death or RetirementDisability as defined in Section 3(i), or (B) your termination for other than Good Reason, or (C) your being terminated by the Company or any of its subsidiaries for Disability or for Cause, or upon your resignation within thirty-six (36) months of the occurrence of such events as specified in Section 2.

Termination Following Change in Control. If any of the events described in Section 2(i) 3 hereof constituting a Change in Control of the Company shall have occurred, you shall be entitled to the benefits provided in paragraphs (iii) and (iv) of Section 4(iv) 5 hereof upon the subsequent termination of your employment with the Company and its subsidiaries during the term of this Agreement within twenty-four (24) months after such event, unless such termination is (Aa) a result because of your death or Retirement, or (Bb) your termination for other than Good Reason, or (C) your being terminated by the Company for Cause or any of its subsidiaries for Disability or (c) by you other than for CauseGood Reason (as all such capitalized terms are hereinafter defined).

Termination Following Change in Control. If any of the events described in Section 2(i) 2 hereof constituting a Change in Control shall have occurredoccur during the term hereof, you shall be entitled to the benefits provided in Section 4(iv) 4 hereof upon the subsequent termination of your employment with the Company and its subsidiaries during the term of this Agreement within twenty-four months following such Change in Control unless such termination is (Aa) a result because of your death or Retirement, (b) by the Employer for Cause , or (Bc) your termination for by you other than for Good Reason, or (C) your being terminated by in accordance with the Company or any of its subsidiaries for Disability or for Cause.following:

Termination Following Change in Control. If any of the events described in Section 2(i) hereof 2 above constituting a Change change in Control control of the Company shall have occurred, you shall be entitled to the benefits provided in Section 4(ivSubsection 4(iii) hereof below upon the subsequent termination of your employment with the Company and its subsidiaries during the term of this Agreement unless such termination is (A) a result because of your death death, Disability or Retirement, or (B) your termination by the Company for other than Good ReasonCause, or (C) your being terminated by the Company or any of its subsidiaries you other than for Disability or for CauseGood Reason.

Termination Following Change in Control. If any of the events described in --------------------------------------- Section 2(i) 3 hereof constituting a Change change in Control control of the Company shall have occurred, you shall be entitled to the benefits provided in Section 4(iv) 5 hereof upon the subsequent termination of your employment with within five (5) years from the Company and its subsidiaries during the term date of this Agreement such change in control, unless such termination is (Aa) a result because of your death or Retirementdeath, or (Bb) your termination for other than Good Reason, or (C) your being terminated by the Company for Cause or any of its subsidiaries for Disability or (c) by you other than for CauseGood Reason.

Termination Following Change in Control. If any of the events described in Section 2(i) 2 hereof constituting a Change change in Control control shall have occurredoccur during the term hereof, you shall be entitled to the benefits provided in Section 4(iv) 4 hereof upon the subsequent termination of your employment with the Company and its subsidiaries during the term of this Agreement unless such termination is (Aa) a result because of your death or Retirement, (b) by the Employer for Cause or Disability, or (Bc) your termination for by you other than for Good Reason, or (C) your being terminated by in accordance with the Company or any following: Name of its subsidiaries for Disability or for Cause.Employee - Employment Agreement July 1, 1999 - Page No. 3

Termination Following Change in Control. If any of the events described in Section 2(iSubsection 2(a) hereof constituting a Change in Control of the Company shall have occurred, you shall be entitled to the benefits provided in Section 4(ivSubsection 4(c) hereof upon the subsequent termination of your employment with the Company and its subsidiaries during the term of this Agreement unless if such termination is (Ay) a result of your death or Retirementby the Company other than for Cause, or (Bz) your termination by you for other than Good Reason, or (Cby your Voluntary Termination as provided in Subsection 3(c)(ii) your being terminated by the Company or any of its subsidiaries for Disability or for Causehereof.

Termination Following Change in Control. If any of the events described in Section 2(i) hereof 2 above constituting a Change change in Control control of the Corporation shall have occurred, you shall be entitled to the benefits provided in Section 4(ivSubsection 4(iii) hereof below upon the subsequent termination of your employment with the Company and its subsidiaries during the term of this Agreement unless such termination is (A) a result because of your death death, Disability or Retirement, or (B) your termination by the Corporation for other than Good ReasonCause, or (C) your being terminated by the Company or any of its subsidiaries you other than for Disability or for CauseGood Reason.

Termination Following Change in Control. If any of the events described in Section 2(i) 2 hereof constituting a Change in Control shall have occurred, you shall be entitled to the benefits provided in Section 4(ivSubsection 5(D) hereof upon the subsequent termination of your employment with the Company and its subsidiaries during the term of this Agreement Term unless such termination is (A) a result because of your death or Retirement, or (B) your termination for other than Good Reason, or (C) your being terminated by the Company for Cause or any of its subsidiaries Disability, or by you other than for Disability or for CauseGood Reason.

Termination Following Change in Control. If any of the events --------------------------------------- described in Section 2(i) 3 hereof constituting a Change change in Control control of the Company shall have occurred, you shall be entitled to the benefits provided in Section 4(iv5(iii) hereof upon the subsequent termination of your employment with the Company and its subsidiaries during the term of this Agreement within twenty-four (24) months after such event, unless such termination is (Aa) a result because of your death or Retirement, or (Bb) your termination for other than Good Reason, or (C) your being terminated by the Company for Cause or any of its subsidiaries for Disability or (c) by you other than for CauseGood Reason based on an event occurring concurrent with or subsequent to a change in control (as all such capitalized terms are hereinafter defined).