Common use of Termination Upon Certain Changes in Control Clause in Contracts

Termination Upon Certain Changes in Control. If Executive's employment is terminated as a result of a hostile Change in Control (as defined below) of Employer, such termination shall be deemed a termination without cause under the provisions of Paragraph 5(c), except that Executive shall receive a lump sum severance amount equal to twice any amount due under Paragraph 5(c). Any termination of Executive in contemplation of or within twelve (12) months after such Change in Control, except a termination for cause under Paragraph 15(a), shall be deemed a termination under this Subparagraph 5(e). Further, if Executive's position is materially changed by Employer in contemplation of or within twelve (12) months after any such Change in Control, Executive may elect to treat such change as a constructive termination under this subparagraph entitling Executive to the benefits hereunder. "Change of Control" means the election of new board members constituting a majority of the directors then in office, which new board members were not nominated by a majority of the directors in office on the date hereof. The timing of the amount payable to Executive under this subparagraph 5(e) shall be in accordance with paragraph 5(c).

Termination Upon Certain Changes in Control. If Executive's employment is terminated as a result of a hostile Change in Control (as defined below) of Employer, such termination shall be deemed a termination without cause under the provisions of Paragraph 5(c), except that Executive shall receive a lump sum severance amount equal to twice any amount due under Paragraph 5(c). Any termination of Executive in contemplation of or within twelve (12) months after such Change in Control, except a termination for cause under Paragraph 15(a), shall be deemed a termination under this Subparagraph 5(e). Further, if Executive's position is materially changed by Employer in contemplation of or within twelve (12) months after any such Change in Control, including but not limited to, the required relocation by Employer of Executive's place of work by a distance greater than 40 miles, Executive may elect to treat such change as a constructive termination under this subparagraph entitling Executive to the benefits hereunder. "Change of Control" means the election of new board members constituting a majority of the directors then in office, which new board members were not nominated by a majority of the directors in office on the date hereof. The timing of the amount payable to Executive under this subparagraph 5(e) shall be in accordance with paragraph 5(c).