Common use of Change in Control or Termination of Employment Clause in Contracts

Change in Control or Termination of Employment. In the event of (i) a Change in Control of the Company (as defined below), (ii) termination of Executive’s employment with the Company as a result of death or Disability (as defined in the Executive’s Employment Agreement or, if the Executive does not have an Employment Agreement defining Disability, as defined in the Plan), (iii) termination by Executive of his or her employment with the corporation for Good Reason (as defined in the Executive’s Employment Agreement or, if the Executive does not have an Employment Agreement defining Good Reason, as defined in the Plan), or (iv) termination of Executive’s employment with the Company without Cause (as defined in the Executive’s Employment Agreement or, if the Executive does not have an Employment Agreement defining Cause, as defined in the Plan), then all then-unvested RSUs shall become 100% vested as of the date of such event (or, in the case of a Change in Control, as of immediately prior to the date of such event). In the event of the termination of Executive’s employment for any reason not described in clauses (ii)-(iv) of the preceding sentence, all then-unvested RSUs will be forfeited as of the date of such termination without consideration therefor. For purposes of this Agreement, a "Change in Control" shall be deemed to exist if any of the following occurs: (a) a person, as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (other than the Executive or a group including the Executive), either (1) acquires twenty percent (20%) or more of the combined voting power of the outstanding securities of the Company or any entity which directly or indirectly controls the Company, which securities have the right to vote in elections of directors of the Company or any entity which directly or indirectly controls the Company, and such acquisition shall not have been approved within sixty (60) days following such acquisition by a majority of the Continuing Directors (as defined below) then in office, or (2) acquires fifty percent (50%) or more of the combined voting power of the outstanding securities of the Company or any entity which directly or indirectly controls the Company, which securities have the right to vote in elections of directors of the Company or any entity which directly or indirectly controls the Company; or (b) Continuing Directors shall for any reason cease to constitute a majority of the Board; or (c) the Company or any entity which directly or indirectly controls the Company disposes, by sale of stock, assets or otherwise, of all or substantially all or a material portion of the business of the Company or the business of any entity which directly or indirectly controls the Company to a party or parties other than a subsidiary or other affiliate of the Company or any entity which directly or indirectly controls the Company pursuant to a partial or complete liquidation of the Company or any entity which directly or indirectly controls the Company; or (d) the Board or any entity which directly or indirectly controls the Company approves the consolidation or merger of the Company or any entity which directly or indirectly controls the Company with or into any other person or entity (other than a wholly-owned subsidiary of the Company or any other entity which is directly or indirectly controlled by the Company or its parent corporation), or any other person's consolidation or merger with or into the Company or any entity, which directly or indirectly controls the Company, which results in all or part of the outstanding shares of common stock of the Company or any entity which directly or indirectly controls the Company being changed in any way or converted into or exchanged for stock or other securities or cash or any other property.