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

Termination of Employment in Anticipation of a Change of Control. Notwithstanding anything to the contrary in this Agreement, if the Executive’s Employment is terminated within 90 days prior to the occurrence of a Change of Control, the Executive shall be entitled to claim that his or her Employment was terminated (i) by the Company Without Cause or by the Executive for Good Reason and (ii) directly as a result of the anticipated Change of Control. The Executive shall have the burden of proving such claim. A Retention Bonus in the amount described in Section 2.1, a Severance Payment in the amount described in Section 3.3 and the COBRA payments described in Section 3.7 shall be owed to the Executive if, but only if, (i) the Company in its absolute discretion agrees with the Executive’s claim or (ii) an arbitrator agrees with the Executive’s claim and awards a Retention Bonus, Severance Payment or COBRA payments in an arbitration proceeding brought pursuant to Section 4.14 below. All other provisions of this Article 3 shall be applicable to any Retention Bonus, Severance Payment and COBRA payments to which the Executive becomes entitled under this Section 3.15.