Common use of Benefits upon a Change in Control Termination Clause in Contracts

Benefits upon a Change in Control Termination. Upon Termination of Employment, the Covered Employee will become entitled to the Accrued Amounts (as defined in the Employment Agreement). In addition, the Covered Employee will become entitled to the benefits described in this Section 2 as a result of a Termination of Employment if and only if (i) the Company terminates the Covered Employee’s employment for any reason other than for Cause, or the Covered Employee terminates the Covered Employee’s employment with the Company for Good Reason, and (ii) such Termination of Employment occurs either (A) within the period beginning on the date of a Change in Control and ending on twelve (12) months after the Change in Control or (B) prior to the date of a Change in Control if the Covered Employee’s Termination of Employment was directly or indirectly related to or as a result of such Change of Control. In the event that the Covered Employee is entitled to the benefits described in this Section 2, this Agreement shall supersede the provisions of Sections 3(b), (c) and (d) of the Covered Employee’s Employment Agreement with the Company of even date hereof (the “Employment Agreement”).