Common use of Following a Change of Control Clause in Contracts

Following a Change of Control. If the Executive terminates his employment, following a change of control (as defined in Paragraph 5(c)(ii) above) for "Good Reason", the Executive shall be entitled to the payments, benefits and other compensation provided above in Paragraph 5(c)(ii) in the case of termination by the Company following a change of control. For purposes of this Agreement, the Executive's termination of employment with the Company shall be on account of "Good Reason" if it occurs for any of the following reasons: (A) a demotion in rank, title, responsibility or authority; (B) the assignment to the Executive, following a change of control, of any duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Paragraph 2 of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of such notice thereof given by the Executive; (C) any failure by the Company to comply with any of the provisions of Paragraph 3 of this Agreement, including but not limited to the failure by the Company to pay the Executive any portion of his compensation or to provide an annual bonus under terms (including but not limited to measures, targets and payout potential) at least as favorable as the terms for such bonus as in effect during the Company's fiscal year immediately prior to the date of the Change of Control, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (D) the Company's requiring the Executive to be based at any office or location other than as provided in Paragraph 2(a) hereof for more than 60 days; or (E) any failure by the Company to comply with and satisfy Paragraph 8 of this Agreement. Provided, however, that Executive may not terminate his employment for "Good Reason" as defined herein, unless and until he has given the Company written notice of the reason or reasons why he believes there is "Good Reason" to terminate his employment, and thereafter gives the Company a minimum of forty-five (45) days to cure the alleged act or failure which the Executive believes constitutes "Good Reason" for termination. In the absence of such written notice and opportunity by the Company to cure, there can be no termination by Executive for "Good Reason" as defined herein. If an event constituting Good Reason occurs prior to a Change of Control but after there is knowledge of a potential Change of Control, it shall be deemed to constitute Good Reason for purposes of this Agreement, provided notice is given and the Company is given an opportunity to cure.

Following a Change of Control. If the Executive terminates his employment, following a change of control (as defined in Paragraph 5(c)(ii) above) for "Good Reason", the Executive shall be entitled to the payments, benefits and other compensation provided above in Paragraph 5(c)(ii) in the case of termination by the Company following a change of control. For purposes of this Agreement, the Executive's termination of employment with the Company shall be on account of "Good Reason" if it occurs for any of the following reasons: (A) a demotion in rank, title, responsibility or authority; (B) the assignment to the Executive, following a change of control, of any duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Paragraph 2 of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of such notice thereof given by the Executive; (C) any failure by the Company to comply with any of the provisions of Paragraph 3 of this Agreement, including but not limited to the failure by the Company to pay the Executive any portion of his compensation or to provide an annual bonus under terms (including but not limited to measures, targets and payout potential) at least as favorable as the terms for such bonus as in effect during the Company's fiscal year immediately prior to the date of the Change of Control, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (D) the Company's requiring the Executive to be based at any office or location other than as provided in Paragraph 2(a) hereof for more than 60 days; , or (E) any failure by the Company to comply with and satisfy Paragraph 8 of this Agreement. Provided, however, that Executive may not terminate his employment for "Good Reason" as defined herein, unless and until he has given the Company written notice of the reason or reasons why he believes there is "Good Reason" to terminate his employment, and thereafter gives the Company a minimum of forty-five (45) days to cure the alleged act or failure which the Executive believes constitutes "Good Reason" for termination. In the absence of such written notice and opportunity by the Company to cure, there can be no termination by Executive for "Good Reason" as defined herein. If an event constituting Good Reason occurs prior to a Change of Control but after there is knowledge of a potential Change of Control, it shall be deemed to constitute Good Reason for purposes of this Agreement, provided notice is given and the Company is given an opportunity to cure.

Following a Change of Control. If the Executive terminates his employment, following a change of control (as defined in Paragraph 5(c)(ii) above) for "Good Reason", the Executive shall be entitled to the payments, benefits and other compensation provided above in Paragraph 5(c)(ii) in the case of termination by the Company following a change of control. For purposes of this Agreement, the Executive's termination of employment with the Company shall be on account of "Good Reason" if it occurs for any of the following reasons: (A) a demotion in rank, title, responsibility or authority; (B) the assignment to the Executive, following a change of control, of any duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Paragraph 2 of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of such notice thereof given by the Executive; (C) any failure by the Company to comply with any of the provisions of Paragraph 3 of this Agreement, including but not limited to the failure by the Company to pay the Executive any portion of his compensation or to provide an annual bonus under terms (including but not limited to measures, targets and payout potential) at least as favorable as the terms for such bonus as in effect during the Company's fiscal year immediately prior to the date of the Change of Control, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (D) the Company's requiring the Executive to be based at any office or location other than as provided in Paragraph 2(a) hereof for more than 60 days; or (E) any failure by the Company to comply with and satisfy Paragraph 8 of this Agreement. Provided, however, that Executive may not terminate his employment for "Good Reason" as defined herein, unless and until he has given the Company written notice of the reason or reasons why he believes there is a "Good Reason" to terminate his employment, and thereafter gives the Company a minimum of forty-five (45) days to cure the alleged act or failure which the Executive believes constitutes "Good Reason" for termination. In the absence of such written notice and opportunity by the Company to cure, there can be no termination by Executive for "Good Reason" as defined herein. If an event constituting Good Reason occurs prior to a Change of Control but after there is knowledge of a potential Change of Control, it shall be deemed to constitute Good Reason for purposes of this Agreement, provided notice is given and the Company is given an opportunity to cure.