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

Termination Upon a Change of Control. Officer will be entitled to terminate this Agreement upon a change of control and, subject to Section 7 hereof, will be entitled to all of the salary, benefits and other rights provided in this Agreement as though the termination had been initiated by Employer without cause. For purposes of this Agreement, a change of control will take place upon the occurrence of any of the following events: (a) the acquisition after the beginning of the term of this Agreement in one or more transactions of beneficial ownership (within the meaning of Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by any person or entity (other than Officer) or any group of persons or entities (other than Officer) who constitute a group (within the meaning of Rule 13d-5 of the Exchange Act) of any securities of Employer such that as a result of such acquisition such person or entity or group beneficially owns (within the meaning of Rule 13d-3(a)(1) under the Exchange Act) more than fifty percent of Employer's then outstanding voting securities entitled to vote on a regular basis for a majority of the Board of Directors of Employer; or (b) the sale of all or substantially all of the assets of Employer (including, without limitation, by way of merger, consolidation, lease or transfer) in a transaction (except for a sale-leaseback transaction) where Employer or the holders of common stock of Employer do not receive (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the acquiring entity or of an affiliate which controls the acquiring entity, or (ii) securities representing a majority of the equity interest in the acquiring entity or of an affiliate that controls the acquiring entity, if other than a corporation.

Termination Upon a Change of Control. Officer will be entitled to terminate this Agreement upon a change of control and, subject to Section 7 hereof, and will be entitled to all of the salary, benefits and other rights provided in this Agreement as though the termination had been initiated by Employer without cause. For purposes of this Agreement, a change of control will take place upon the occurrence of any of the following events: (a) the acquisition after the beginning of the term of this Agreement in one or more transactions of beneficial ownership (within the meaning of Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by any person or entity (other than Officer or the Chief Executive Officer) or any group of persons or entities (other than Officer or Chief Executive Officer) who constitute a group (within the meaning of Rule 13d-5 of the Exchange Act) of any securities of Employer such that as a result of such acquisition such person or entity or group beneficially owns (within the meaning of Rule 13d-3(a)(1) under the Exchange Act) more than fifty percent 50% of Employer's then outstanding voting securities entitled to vote on a regular basis for a majority of the Board of Directors of Employer; or (b) the sale of all or substantially all of the assets of Employer (including, without limitation, by way of merger, consolidation, lease or transfer) in a transaction (except for a sale-leaseback transaction) where Employer or the holders of common stock of Employer do not receive (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the acquiring entity or of an affiliate which controls the acquiring entity, or (ii) securities representing a majority of the equity interest in the acquiring entity or of an affiliate that controls the acquiring entity, if other than a corporation; PROVIDED, that if Officer becomes entitled to any payments (whether hereunder or otherwise) by reason of an event described in Internal Revenue Code Section 280G (a "Parachute Event") that would constitute "excess parachute payments" (as defined in Internal Revenue Code Section 280G) if paid, then Officer's entitlement to such payments will be reduced by such amount as will cause none of such payments to constitute excess parachute payments, if, and only if, the net amount received by Officer by reason of the Parachute Event, after imposition of all applicable taxes (including taxes under Internal Revenue Code Section 4099), would be greater after such reduction than if such reduction were not made.

Termination Upon a Change of Control. Officer will be entitled to terminate this Agreement upon a change of control and, subject to Section 7 hereof, and will be entitled to all of the salary, benefits and other rights provided in this Agreement as though the termination had been initiated by Employer on such date without causecause under Section 6(b). For purposes of this Agreement, a change of control will take place upon the occurrence of any of the following events: (a) the acquisition after the beginning of the term of this Agreement in one or more transactions of beneficial ownership (within the meaning of Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by any person or entity (other than Officer) or any group of persons or entities (other than Officer) who constitute a group (within the meaning of Rule 13d-5 of the Exchange Act) of any securities of Employer such that as a result of such acquisition such person or entity or group beneficially owns (within the meaning of Rule 13d-3(a)(1) under the Exchange Act) more than fifty percent of Employer's then outstanding voting securities entitled to vote on a regular basis for a majority of the Board of Directors of EmployerBoard; or (b) the sale of all or substantially all of the assets of Employer (including, without limitation, by way of merger, consolidation, lease or transfer) in a transaction (except for a sale-leaseback transaction) where Employer or the holders of common stock of Employer do not receive (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the acquiring entity or of an affiliate which controls the acquiring entity, or (ii) securities representing a majority of the equity interest in the acquiring entity or of an affiliate that controls the acquiring entity, if other than a corporation.

Termination Upon a Change of Control. Officer will shall be entitled to terminate this Agreement his employment upon a change of control and, subject to Section 7 hereof, will and shall be entitled to (i) all of the salary, benefits and other rights provided in this Agreement (including those payments provided under Section 6(d)) as though the termination had has been initiated by Employer without cause. For purposes , and (ii) a Gross-Up Payment (as defined), to the extent provided by the second paragraph of this AgreementSection 6(f), a change of control will take place upon the occurrence of any of the following events: (a) the acquisition after the beginning of the term date of this Agreement Agreement, in one or more transactions transactions, of beneficial ownership (within the meaning of Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by any person or entity (other than Officer) or any group of persons or entities (other than Officer) who constitute a group (within the meaning of Rule 13d-5 Section 13(d)(3) of the Exchange Act) of any securities of Employer such that as a result of such acquisition such person or entity or group beneficially owns (within the meaning of Rule 13d-3(a)(1) under the Exchange Act) more than fifty percent 50% of Employer's then outstanding voting securities entitled to vote on a regular basis for a majority of the Board of Directors of EmployerBoard; or (b) the sale of all or substantially all of the assets of Employer (including, without limitation, by way of merger, consolidation, lease or transfer) in a transaction (except for a sale-leaseback transaction) where Employer or the holders of common stock of Employer do not receive (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the acquiring entity or of an affiliate which controls the acquiring entity, or (ii) securities representing a majority of the equity interest interests in the acquiring entity or of an affiliate that controls the acquiring entity, if other than a corporation.. A Gross-Up Payment (as defined) shall be payable upon termination of employment pursuant to this Section 6(f) on and subject to the following terms and conditions:

Termination Upon a Change of Control. Officer will be entitled to terminate this Agreement upon a change of control and, subject to Section 7 hereof, and will be entitled to all of the salary, benefits and other rights provided in this Agreement as though the termination had been initiated by Employer without cause. For purposes of this Agreement, a change of control will take place upon the occurrence of any of the following events: (a) the acquisition after the beginning of the term of this Agreement in one or more transactions of beneficial ownership (within the meaning of Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by any person or entity (other than OfficerOfficer or Xxxxx Xxxxxx) or any group of persons or entities (other than OfficerXxxxx Xxxxxx) who constitute a group (within the meaning of Rule 13d-5 of the Exchange Act) of any securities of Employer such that as a result of such acquisition such person or entity or group beneficially owns (within the meaning of Rule 13d-3(a)(1) under the Exchange Act) more than fifty percent 50% of Employer's then outstanding voting securities entitled to vote on a regular basis for a majority of the Board of Directors of Employer; or (b) the sale of all or substantially all of the assets of Employer (including, without limitation, by way of merger, consolidation, lease or transfer) in a transaction (except for a sale-leaseback transaction) where Employer or the holders of common stock of Employer do not receive (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the acquiring entity or of an affiliate which controls the acquiring entity, or (ii) securities representing a majority of the equity interest in the acquiring entity or of an affiliate that controls the acquiring entity, if other than a corporation; PROVIDED, that if Officer becomes entitled to any payments (whether hereunder or otherwise) by reason of an event described in Internal Revenue Code Section 280G (a "Parachute Event") that would constitute "excess parachute payments" (as defined in Internal Revenue Code Section 280G) if paid, then Officer's entitlement to such payments will be reduced by such amount as will cause none of such payments to constitute excess parachute payments, if, and only if, the net amount received by Officer by reason of the Parachute Event, after imposition of all applicable taxes (including taxes under Internal Revenue Code Section 4099), would be greater after such reduction than if such reduction were not made.

Termination Upon a Change of Control. Officer will be entitled to terminate this Agreement upon a change of control and, subject to Section 7 hereof, and will be entitled to all of the salary, benefits and other rights provided in this Agreement as though the termination had been initiated by Employer on such date without causecause under Section 6(b). For purposes of this Agreement, a change of control will take place upon the occurrence of any of the following events: (a) the acquisition after the beginning of the term of this Agreement in one or more transactions of beneficial ownership (within the meaning of Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by any person or entity (other than Officer) or any group of persons or entities (other than Officer) who constitute a group (within the meaning of Rule 13d-5 of the Exchange Act) of any securities of Employer such that as a result of such acquisition such person or entity or group beneficially owns (within the meaning of Rule 13d-3(a)(1) under the Exchange Act) more than fifty percent of Employer's then outstanding voting securities entitled to vote on a regular basis for a majority of the Board of Directors of EmployerBoard; or (b) the sale of all or substantially all of the assets of Employer (including, without limitation, by way of merger, consolidation, lease or transfer) in a transaction (except for a sale-leaseback transaction) where Employer or the holders of common stock of Employer do not receive receive: (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the acquiring entity or of an affiliate which controls the acquiring entity, ; or (ii) securities representing a majority of the equity interest in the acquiring entity or of an affiliate that controls the acquiring entity, if other than a corporation.

Termination Upon a Change of Control. Officer will shall be entitled to terminate this Agreement his employment upon a change of control and, subject to Section 7 hereof, will and shall be entitled to all of the salary, benefits and other rights provided in this Agreement (including those payments provided under Section 5 (d) as though the termination had has been initiated by Employer without cause. For purposes of this Agreement, a change of control will take place cause upon the occurrence of any of the following events: (a) the acquisition after the beginning of the term of this Agreement Term in one or more transactions transactions, of beneficial ownership (within the meaning of Rule 13d-3(a)(113d-3 (a) (1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by any person or entity (other than OfficerOfficer or Edwin M. Crawford) or any group of persons or entities (other than Officerxxxxx xxxx Xxxxcer) who constitute a group (within the meaning of Rule 13d-5 Section 13 (d) (3) of the Exchange Act) of any securities of Employer such that as a result of such Xxxxxxxx xxxx xxxx xx x xxxxxx xx xxxx acquisition such person or entity or group beneficially owns (within the meaning of Rule 13d-3(a)(113d-3 (a) (1) under the Exchange Act) more than fifty percent 50% of Employer's then outstanding voting securities entitled to vote on a regular basis for a majority of the Board of Directors of EmployerBoard; or (b) the sale of all or substantially all of the assets of Employer (including, without limitation, by way of merger, consolidation, lease or transfer) in a transaction (except for a sale-leaseback transaction) where Employer or the holders of common stock of Employer do not receive (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the acquiring entity or of an affiliate which controls the acquiring entity, or (ii) securities representing a majority of the equity interest in the acquiring entity or of an affiliate that controls the acquiring entity, if other than a corporation; provided, that if Officer becomes entitled to any payments (whether hereunder or otherwise) by reason of an event described in Internal Revenue Code Section 280G(b) (2) (A) (i) (a "Parachute Event") that would constitute "parachute payments" (as defined in Internal Revenue Code Section 280G(b) (G(2) (A)) if paid, then Officer's entitlement to such payments shall be reduced by such amount as will cause none of such payments to constitute parachute payments if, and only if, the net amount received by Officer by reason of the Parachute Event, after imposition of all applicable taxes (including taxes under Internal Revenue Code Section 4099), would be greater after such reduction than if such reduction were not made.

Termination Upon a Change of Control. Officer will shall be entitled to terminate this Agreement his employment upon a change of control and, subject to Section 7 hereof, will and shall be entitled to all of the salary, benefits and other rights provided in this Agreement (including those payments provided under Section 5 (d) as though the termination had has been initiated by Employer without cause. For purposes of this Agreement, a change of control will take place cause upon the occurrence of any of the following events: (a) the acquisition after the beginning of the term of this Agreement Term in one or more transactions transactions, of beneficial ownership (within the meaning of Rule 13d-3(a)(113d-3 (a) (1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by any person or entity (other than OfficerOfficer or Edwin M. Crawford) or any group of persons or entities (other than Officerothex xxxx Xxxxxxx) who xxo constitute a group (within the meaning of Rule 13d-5 Section 13 (d) (3) of the Exchange Act) of any securities of Employer such that as a result of such Xxxxxxxx xxxx xxxx xx x xxxxxx xx xuch acquisition such person or entity or group beneficially owns (within the meaning of Rule 13d-3(a)(113d-3 (a) (1) under the Exchange Act) more than fifty percent 50% of Employer's then outstanding voting securities entitled to vote on a regular basis for a majority of the Board of Directors of EmployerBoard; or (b) the sale of all or substantially all of the assets of Employer (including, without limitation, by way of merger, consolidation, lease or transfer) in a transaction (except for a sale-leaseback transaction) where Employer or the holders of common stock of Employer do not receive (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the acquiring entity or of an affiliate which controls the acquiring entity, or (ii) securities representing a majority of the equity interest in the acquiring entity or of an affiliate that controls the acquiring entity, if other than a corporation; provided, that if Officer becomes entitled to any payments (whether hereunder or otherwise) by reason of an event described in Internal Revenue Code Section 280G(b) (2) (A) (i) (a "Parachute Event") that would constitute "parachute payments" (as defined in Internal Revenue Code Section 280G(b) (G(2) (A)) if paid, then Officer's entitlement to such payments shall be reduced by such amount as will cause none of such payments to constitute parachute payments if, and only if, the net amount received by Officer by reason of the Parachute Event, after imposition of all applicable taxes (including taxes under Internal Revenue Code Section 4099), would be greater after such reduction than if such reduction were not made.