Common use of Eligible Termination Clause in Contracts

Eligible Termination. The Executive shall be entitled to the compensation set forth in Section 4 of this Agreement if (1) a Change in Control of the Company shall have occurred while the Executive is an employee of the Company and (2) the Executive’s employment with the Company is subsequently terminated by the Company or by the Executive within two (2) years of such Change in Control, unless such termination is as a result of: (i) the Executive’s death; or (ii) the Executive’s Disability (as defined in Section (3)(b) below); or (iii) the Executive’s Retirement (as defined in Section 3(c) below); or (iv) the Executive’s termination by the Company for Cause (as defined in Section 3(d) below); or (v) the Executive’s decision to terminate employment other than for Good Reason (as defined in Section 3(e) below).