Common use of Termination in Anticipation of a Change of Control Clause in Contracts

Termination in Anticipation of a Change of Control. Anything in this Agreement to the contrary notwithstanding, if (1) a Change of Control occurs, (2) the Executive’s employment with the Company is terminated by the Company before the Change of Control occurs in a manner and under circumstances that would be considered a termination by the Company without Cause if it had occurred during the Protected Period, and (3) it is reasonably demonstrated by the Executive that such termination of employment was at the request of a third party that had taken steps reasonably calculated to effect the Change of Control or otherwise arose in connection with or in anticipation of the Change of Control, then such termination shall be treated for all purposes of this Agreement as a termination by the Company without Cause during the Protected Period.

Termination in Anticipation of a Change of Control. Anything in this Agreement to the contrary notwithstanding, if (1i) a Change of Control occurs, (2ii) the Executive’s employment with the Company is terminated by the Company before the Change of Control occurs in a manner and under circumstances that would be considered a termination by the Company without Cause if it had occurred during the Protected Period, and (3iii) it is reasonably demonstrated by the Executive that such termination of employment was at the request of a third party that had taken steps reasonably calculated to effect the Change of Control or otherwise arose in connection with or in anticipation of the Change of Control, then such termination shall be treated for all purposes of this Agreement as a termination by the Company without Cause during the Protected Period.