Common use of Termination of Employment in Connection with Clause in Contracts

Termination of Employment in Connection with. a Change in Control. ---------------------------------------------------------------- If a Change in Control (as defined in Section 8) occurs and during the Protected Period (as defined below) Employee's employment is terminated by Employee or the Company, Employee shall be entitled to the benefits specified in Sections 3(iii) and 4 hereof in lieu of any other generally applicable severance benefits offered by the Company, unless such termination is (a) due to Employee's death, (b) by the Company for Cause or Employee's Disability or prior to a Change in Control for reasons not related to the Change in Control or (c) by Employee for other than Good Reason and without the consent of the Company's Board of Directors ("Board") acknowledging that Employee is entitled to receive benefits hereunder, in which event Employee shall not be entitled to any benefits under this Agreement except as specified in Sections 3(i), 3(ii) and 3(iv) hereof. If Employee's employment is terminated by Employee or the Company during the term of this Agreement but while a Protected Period is not in effect, Employee shall be