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

Termination Upon a Change of Control. In the event that Partners ------------------------------------ terminates the Executive's employment as President and Chief Executive Officer of the Company upon a Change of Control (as defined below), the Executive shall be entitled to receive from Partners in a lump sum payment, an amount equal to the Executive's base salary as of the date of termination for a period of twenty-four (24) months. In addition, Partners shall maintain the Executive's long term disability and medical benefits for a period of twenty-four (24) months following the date of termination. For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred if: (a) the stockholders of the Company on the date hereof, and following the consummation of the transactions contemplated by the Stock Purchase Agreement (the "Stock Purchase Agreement") dated as of March 6, 1997 by and among the Company, MJD Partners, L.P., Carousel Capital Partners, L.P., Xxxxx Investment Associates V, L.P. and Xxxxx Equity Partners V, L.P., no longer own, either directly or indirectly, shares of capital stock of the Company entitling them to 51% in the aggregate of the voting power for the election of the directors of the Company, as a result of a merger or consolidation of the Company, a transfer of capital stock of the Company or otherwise, or (b) the Company sells, assigns, conveys, transfers, leases or otherwise disposes of, in one transaction or a series of related transactions, all or substantially all of its property or assets to any other person or entity.

Termination Upon a Change of Control. In the event that Partners the ------------------------------------ Company terminates the Executive's employment as President and Chief Executive Officer of with the Company upon a Change of Control (as defined below), the Executive shall be entitled to receive from Partners the Company in a lump sum payment, an amount equal to the Executive's base salary as of the date of termination for a period of twenty-four twelve (2412) months. In addition, Partners the Company shall maintain the Executive's long term disability and medical benefits for a period of twenty-four twelve (2412) months following the date of termination. For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred if: (a) the stockholders of the Company or MJD Communications, Inc. ("MJD") on the date hereof, and following the consummation of the transactions contemplated by the Stock Purchase Agreement (the "Stock Purchase Agreement") dated as of March 6, 1997 by and among the CompanyMJD, MJD Partners, L.P., Carousel Capital Partners, L.P., Xxxxx Investment Associates V, L.P. and Xxxxx Equity Partners V, L.P., no longer own, either directly or indirectly, shares of capital stock of the Company entitling them to 51% in the aggregate of the voting power for the election of the directors of the Company, as a result of a merger or consolidation of the Company, a transfer of capital stock of the Company or otherwise, or (b) the Company or MJD sells, assigns, conveys, transfers, leases or otherwise disposes of, in one transaction or a series of related transactions, all or substantially all of its property or assets to any other person or entity.

Termination Upon a Change of Control. In the event that Partners the Company ------------------------------------ terminates the Executive's employment as President and Chief Executive Officer of with the Company upon a Change of Control (as defined below), the Executive shall be entitled to receive from Partners the Company in a lump sum payment, an amount equal to the Executive's base salary for such period as of the date of termination for a period of twenty-four twelve (2412) months. In addition, Partners the Company shall maintain the Executive's long term disability and medical benefits for a period of twenty-four twelve (2412) months following the date of termination. For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred if: (a) the stockholders of the Company on the date hereof, and following the consummation of the transactions contemplated by the Stock Purchase Agreement (the "Stock Purchase Agreement") dated as of March 6, 1997 by and among the Company, MJD Partners, L.P., Carousel Capital Partners, L.P., Xxxxx Investment Associates V, L.P. and Xxxxx Equity Partners V, L.P., no longer own, either directly or indirectly, shares of capital stock of the Company entitling them to 51% in the aggregate of the voting power for the election of the directors of the Company, as a result of a merger or consolidation of the Company, a transfer of capital stock of the Company or otherwise, or (b) the Company sells, assigns, conveys, transfers, leases or otherwise disposes of, in one transaction or a series of related transactions, all or substantially all of its property or assets to any other person or entity.

Termination Upon a Change of Control. In the event that Partners ------------------------------------ terminates the Executive's employment as Senior Vice President and Chief Executive Officer of the Company upon a Change of Control (as defined below), the Executive shall be entitled to receive from Partners in a lump sum payment, an amount equal to the Executive's base salary as of the date of termination for a period of twenty-four (2418) months. In addition, Partners shall maintain the Executive's long term disability and medical benefits for a period of twenty-four eighteen (2418) months following the date of termination. For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred if: (a) the stockholders of the Company on the date hereof, and following the consummation of the transactions contemplated by the Stock Purchase Agreement (the "Stock Purchase Agreement") dated as of March 6, 1997 by and among the Company, MJD Partners, L.P., Carousel Capital Partners, L.P., Xxxxx Investment Associates V, L.P. and Xxxxx Equity Partners V, L.P., no longer own, either directly or indirectly, shares of capital stock of the Company entitling them to 51% in the aggregate of the voting power for the election of the directors of the Company, as a result of a merger or consolidation of the Company, a transfer of capital stock of the Company or otherwise, or (b) the Company sells, assigns, conveys, transfers, leases or otherwise disposes of, in one transaction or a series of related transactions, all or substantially all of its property or assets to any other person or entity.