Common use of Termination Prior to Change in Control Clause in Contracts

Termination Prior to Change in Control. If, prior to a Change in Control (including a situation in which a Change in Control never occurs), the Company terminates the Executive's employment other than for Cause, Disability or death, then notwithstanding anything to the contrary contained in any prior agreement, the Executive shall be entitled to benefits described in subsections (a) through (d) below, the distribution of which shall be subject to the provisions of Sections 5.4, 5.5 and 5.8.

Termination Prior to Change in Control. If, prior to a Change in Control (including a situation in which a Change in Control never occurs), the Company terminates If the Executive's employment other than with the Company is terminated for Cause, Disability or death, then notwithstanding anything any reason prior to the contrary contained occurrence of a change in any prior agreementcontrol of the Company, the Executive he shall be entitled to benefits described receive such benefits, and only such benefits, to which he is entitled without regard to this Agreement. If a change in subsections (a) through (d) belowcontrol shall occur within one year after the termination of the Executive's employment by the Company, the distribution of which such termination shall be subject to treated as a termination after a change in control under paragraph 3 hereof unless the provisions Company shall sustain the burden of Sections 5.4, 5.5 and 5.8proving that the termination was not in contemplation of the change in control.