Common use of Eligibility for Severance Pay Clause in Contracts

Eligibility for Severance Pay. The Executive shall be eligible to receive severance benefits as described in paragraph 3, if: a). the Executive’s employment with the Company and any of its subsidiaries or affiliates is terminated; and b). the Executive’s termination of employment was not: (i) on account of the Executive’s death; (ii) on account of a physical or mental condition that entitles the Executive to benefits under any long-term disability plan maintained by the Company or any of its affiliates or subsidiaries, as then in effect; (iii) for conduct involving willful misconduct (such as commission by the Executive of a felony or a common law fraud against the Company) which is detrimental in a significant way to the business of the Company or any of its subsidiaries; or (iv) on account of the Executive’s voluntary resignation; provided that a resignation shall not be considered to be voluntary for the purposes of this Agreement if it occurs subsequent to a Change of Control as defined in section 2) below, or if subsequent to a change in control there has been: (1) a reduction in the Executive’s base compensation in effect immediately preceding the Change in Control ; (2) a change in the place in which the Executive is required to perform his or her duties, if the new place is more than 50 miles from the place Executive performed his or her services immediately prior to the Change in Control.