Common use of Termination of Employment Following a Change in Control Clause in Contracts

Termination of Employment Following a Change in Control. Anything herein to the contrary notwithstanding, the Executive may terminate his employment with the Company during the one (1) year period following a Change in Control, and such termination shall constitute a termination of the Executive's employment by the Company pursuant to Section 6.4 (Termination by the Company Without Cause); provided, however, that the amount referred to in paragraph (i) of Section 6.4 shall be paid to the Executive in a lump sum on the date of termination. For purposes of this Agreement, a Change in Control of the Company shall be deemed to have occurred if: (i) a "person" (meaning an individual, a partnership, or other group or association as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, other than the Executive or a group including the Executive), either (x) acquires twenty percent (20%) or more of the combined voting power of the outstanding securities of the Company having a right to vote in elections of directors and such acquisition shall not have been approved within sixty (60) days following such acquisition by a majority of the Continuing Directors (as hereinafter defined) then in office or (y) acquires fifty percent (50%) or more of the combined voting power of the outstanding securities of the Company having a right to vote in elections of directors; or (ii) Continuing Directors shall for any reason cease to constitute a majority of the Board of Directors of the Company; or (iii) all or substantially all of the business and/or assets of the Company are disposed of by the Company to a party or parties other than a subsidiary or other affiliate of the Company, pursuant to a partial or complete liquidation of the Company, sale of assets (including stock of a subsidiary of the Company) or otherwise.

Termination of Employment Following a Change in Control. Anything herein to the contrary notwithstanding, the Executive may terminate his her employment with the Company during the one (1) year period following a Change in Control, and such termination shall constitute a termination of the Executive's employment by the Company pursuant to Section 6.4 (Termination by the Company Without Cause); provided, however, that the amount referred to in paragraph (i) of Section 6.4 shall be paid to the Executive in a lump sum on the date of termination. For purposes of this Agreement, a Change in Control of the Company shall be deemed to have occurred if: (i) a "person" (meaning an individual, a partnership, or other group or association as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, other than the Executive or a group including the Executive), either (x) acquires twenty percent (20%) or more of the combined voting power of the outstanding securities of the Company having a right to vote in elections of directors and such acquisition shall not have been approved within sixty (60) days following such acquisition by a majority of the Continuing Directors (as hereinafter defined) then in office or (y) acquires fifty percent (50%) or more of the combined voting power of the outstanding securities of the Company having a right to vote in elections of directors; or (ii) Continuing Directors shall for any reason cease to constitute a majority of the Board of Directors of the Company; or (iii) all or substantially all of the business and/or assets of the Company are disposed of by the Company to a party or parties other than a subsidiary or other affiliate of the Company, pursuant to a partial or complete liquidation of the Company, sale of assets (including stock of a subsidiary of the Company) or otherwise.

Termination of Employment Following a Change in Control. Anything herein to the contrary notwithstanding, the Executive may terminate his employment with the Company during the one (1) year period following a Change in Control, and such termination shall constitute a termination of the Executive's employment by the Company pursuant to Section 6.4 (Termination by the Company Without Cause); provided, however, that the amount amounts referred to in paragraph under clause (i) of Section 6.4 shall be paid to the Executive in a lump sum on the date of termination. For purposes of this Agreement, a Change in Control of the Company shall be deemed to have occurred if: (iA) a "person" (meaning an individual, a partnership, or other group or association as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, other than the Executive or a group including the Executive), either (xi) acquires twenty percent (20%) or more of the combined voting power of the outstanding securities of the Company having a right to vote in elections of directors and such acquisition shall not have been approved within sixty (60) days following such acquisition by a majority of the Continuing Directors (as hereinafter defined) then in office or (yii) acquires fifty percent (50%) or more of the combined voting power of the outstanding securities of the Company having a right to vote in elections of directors; or (iiB) Continuing Directors shall for any reason cease to constitute a majority of the Board of Directors of the Company; or (iiiC) all or substantially all of the business and/or assets of the Company are is disposed of by the Company to a party or parties other than a subsidiary or other affiliate of the Company, in which the Company owns less than a majority of the equity, pursuant to a partial or complete liquidation of the Company, sale of assets (including stock of a subsidiary of the Company) or otherwise.

Termination of Employment Following a Change in Control. Anything herein to the contrary notwithstanding, the Executive may terminate his employment with the Company during the one (1) year period following a Change in Control, and such termination shall constitute a termination of the Executive's employment by the Company pursuant to Section 6.4 (Termination by the Company Without Cause); provided, however, that the amount referred to in paragraph (i) of Section 6.4 shall be paid to the Executive in a lump sum on the date of termination. For purposes of this Agreement, a Change in Control of the Company shall be deemed to have occurred if: (iA) a "person" (meaning an individual, a partnership, or other group or association as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "`34 Act")), other than the Executive or a group including the Executive), either (xi) acquires twenty beneficial ownership of thirty percent (2030%) or more of the combined voting power of the outstanding securities of the Company having a right to vote in elections of directors and such acquisition shall not have been approved within sixty (60) days following such acquisition by a majority of the Continuing Directors (as hereinafter defined) then in office or (yii) acquires beneficial ownership of fifty percent (50%) or more of the combined voting power of the outstanding securities of the Company having a right to vote in elections of directors; or (iiB) Continuing Directors shall for any reason cease to constitute a majority of the Board of Directors of the Company; or (iiiC) all or substantially all of the business and/or assets of the Company are disposed of by the Company to a party or parties other than a subsidiary or other affiliate of the Company (other than factoring the Company's current receivables or escrows due), in which the Company owns less than a majority of the stock entitled to vote for the election of directors, pursuant to a partial or complete liquidation of the Company, sale of assets (including stock of a subsidiary of the Company) or otherwise.