Common use of Termination After a Change in Control Clause in Contracts

Termination After a Change in Control. If the Employment Period is terminated within three months prior to or 12 months after a Change in Control by Employer without cause pursuant to Section 5.1, or by Executive for good reason pursuant to Section 5.3, then Executive shall be entitled to be paid by Employer, as liquidated damages and not as a penalty, (a) all Base Salary that he would have been entitled to receive pursuant to this Agreement if the Employment Period had continued for two years after the termination of the Employment Period (the "CIC Relevant Period") and (b) two payments each equal to 70% of the maximum short-term bonus Executive could have earned pursuant to Paragraph 2 or 3 of Exhibit 4.1 for the fiscal year in which the Employment Period is terminated (without taking into account any increase in the annual bonus resulting from the cumulative three-year EPS, as defined in Paragraph 2(b), (c) or (d) of Exhibit 4.1). Any payments required to be made pursuant to the preceding sentence shall be made on the same dates such payments would have been made had Executive continued to be employed by Employer during the CIC Relevant Period. Executive shall not be required to mitigate the amount of any payments provided for hereunder upon termination of the Employment Period by seeking employment with any other person, or otherwise and the amounts payable to Executive pursuant to this Section 6.3 shall not be reduced by amounts received by him from any employment or engagements with other person during the CIC Relevant Period. For purpose of this Agreement a "Change in Control" shall mean the occurrence of any one of the following events: