Common use of Termination by the Company other than for Cause or Resignation by the Executive for Good Reason After a Change in Control Clause in Contracts

Termination by the Company other than for Cause or Resignation by the Executive for Good Reason After a Change in Control. If a Change in Control occurs and during the 12-month period following a Change in Control, the Company terminates the Executive’s employment for any reason other than Cause, or the Executive resigns employment for “Good Reason” (as defined in Appendix A), then the terms of Section 3.2.4 will apply. The Executive will have Good Reason to terminate employment if: (a) within 45 days following the Executive’s actual knowledge of the event which the Executive determines constitutes Good Reason, the Executive notifies the Company in writing that the Executive has determined a Good Reason exists and specifies the event creating Good Reason, and (b) following receipt of the notice, the Company fails to remedy the event within 45 days. If either condition is not met, the Executive will not have a Good Reason to terminate employment.