Common use of Corporate Restructuring Clause in Contracts

Corporate Restructuring. If Company is acquired by another company, sells substantially all of its assets, merges, or consolidates with another company in a transaction in which the Company's current shareholders own less than 51% of the successor company, or operates a substantial portion of its business through a joint venture or partnership with another company and Company owns less than 51% of such joint venture or partnership and if Employee's employment under this Agreement or a similar agreement is terminated by Company, or its successor or acquiror, without cause within three years of such acquisition, sale, merger, consolidation, partnership formation or joint venture formation, then Company agrees that Employee shall be entitled to receive the benefits under this paragraph 6. Employee acknowledges that in such a sale or acquisition, Employee's title may be changed and such a change in title will not be viewed as a termination of Employee's employment so long as his salary, duties and responsibilities are commensurate with his current duties and responsibilities. For purposes hereof, any substantial adverse change in Employee's duties and responsibilities, reduction in Employee's salary and benefits, or a requirement that Employee move to a location outside of the Portland Metropolitan area within such 3 year period without Employee's consent shall be deemed a termination of Employee's employment. 6.1 If Employees' employment is terminated without cause as provided in this paragraph 6, then company, or its successor or acquiror, shall continue to pay to Employee an amount equal to his base compensation under this agreement including any subsequent increases approved in writing for a period of 18 months after the date of such termination. 6.2 If Employee is not fully vested under the Company's Retirement Plans in which Employee is a participant at the time of termination, then Company and Employee shall enter into a separate Supplemental Executive Retirement Plan ("SERP") which shall provide that in the event of termination under this paragraph, Employee shall be paid at retirement a benefit equal to the benefit which would have been payable to Employee under the Company's Retirement Plans if Employee had been fully vested as of the date of termination. The amount payable under the terms of the SERP would be reduced by any amounts the Employee actually receives under the Company's

Corporate Restructuring. If Company is acquired by another company, sells substantially all of its assets, merges, or consolidates with another company in a transaction in which the Company's current shareholders own less than 51% of the successor company, or operates a substantial portion of its business through a joint venture or partnership with another company and Company owns less than 51% of such joint venture or partnership and if Employee's employment under this Agreement or a similar agreement is terminated by Company, or its successor or acquiror, without cause within three years of such acquisitionprior to Employee's retirement or age 65, sale, merger, consolidation, partnership formation or joint venture formationwhichever is earlier, then Company agrees that Employee shall be entitled to receive the benefits under this paragraph 6. Employee acknowledges that in such a sale or acquisition, Employee's title may be changed and such a change in title will not be viewed as a termination of Employee's employment so long as his salary, duties and responsibilities are commensurate with his current duties and responsibilities. For purposes hereof, any substantial adverse change in Employee's duties and responsibilities, reduction in Employee's salary and benefits, or a requirement that Employee move to a location outside of the Portland Metropolitan area within such 3 year period without Employee's consent during the period specified in this paragraph 6 shall be deemed a termination of Employee's employment. 6.1 If Employees' employment is terminated without cause as provided in this paragraph 6, then companyCompany, or its successor or acquiror, shall continue to pay to Employee an amount equal to his base compensation under this agreement agreement, including any subsequent increases approved in writing for a period writing, until Employee attains the age of 18 months after the date of such termination65 or Employee's death whichever is earlier. 6.2 If Employee is not fully vested under the Company's Retirement Plans in which Employee is a participant at the time of termination, then Company and Employee shall enter into a separate Supplemental Executive Retirement Plan ("SERP") which shall provide that in the event of termination under this paragraph, Employee shall be paid at retirement a benefit equal to the benefit which would have been payable to Employee under the Company's Retirement Plans if Employee Employee's employment had been fully vested as of the date of terminationcontinued until retirement. The amount payable under the terms of the SERP would be reduced by any amounts the Employee actually receives under the Company's's Retirement Plans. For purposes hereof, the Employee's contribution to a ss.401(k) plan shall not be considered to be a Company Retirement Plan and this paragraph shall not be construed as requiring the Company to provide benefits equivalent to benefits related to potential or hypothetical Employee contributions to a ss.401(k) or similar retirement plan. 6.3 If Employee's employment is terminated without cause as provided in paragraph 6, then Company shall continue to pay the annual premiums on the life insurance policy on Employee's life referred to in paragraph 2.7 until Employee attains the age of 65 or dies. Company shall be entitled to take advantage of any waiver of premium or similar provision of such policy which may be available. 6.4 If Employee's employment is terminated without cause as provided in paragraph 6, then Company shall continue to supply Employee and his spouse until Employee attains age 65 with medical and dental insurance coverage equivalent to the medical and dental coverage provided under the Company's medical and dental plans at the time of Employee's Termination to the extent such coverage can be continued by Company or comparable insurance coverage can be obtained at a reasonable cost by Company. Employee agrees to cooperate with company in acquiring such insurance coverage..