Common use of Termination of Employment in Connection with a Change of Control Clause in Contracts

Termination of Employment in Connection with a Change of Control. (a) If during the term of this Agreement there is a "Change of Control" (as defined below) and the Employee's employment is terminated, voluntarily by the Employee with "Good Reason" (as defined below) or involuntarily without "Cause" (as defined below), in either case (1) within two years after such Change of Control, (2) concurrently with a Change of Control or (3) before and in connection with an anticipated Change of Control as reasonably determined by the Boards of Directors of the Employers (including, without limitation, after the Corporation has entered into an agreement, the consummation of which will constitute a Change of Control, or engaged in substantive negotiations with respect to an anticipated Change of Control) then, subject to Sections 2(e), (f), and (g) below, the following shall apply: (i) Concurrently with such termination of employment, the Employers shall pay to the Employee a lump sum cash payment equal to the sum of: (A) 2 multiplied by the Employee's annual base salary from the Employers in effect immediately before the Change of Control; and (B) 2 multiplied by the greater of (1) the average award paid or payable to the Employee under the Annual Incentive Plan with respect to the previous three full fiscal years; or