Common use of Change in Employer Status Clause in Contracts

Change in Employer Status. Notwithstanding anything above, Employee may terminate the Period of Employment (in which case all of Employer's obligations under this Agreement shall cease after payment of all compensation due and owing) upon any formal action of Employer's management to terminate Employer's existence or otherwise wind up its affairs, to sell all or substantially all of its assets, or to merge with or into another entity. In the event Employee terminates the Period of Employment under this subsection, Employer shall pay Employee all compensation due and owing through the last day actually worked plus a Severance Payment as described in subsection 4(e) below, which payment shall be in lieu of any damages under this Agreement for any alleged breach. Employee shall be entitled to compensation under this subsection 4(d) only if, within ninety (90) days after the change in employer status becomes effective, Employee gives Employer, or its successor or assigns, sixty (60) day's notice of Employee's intent to terminate the Period of Employment. Upon receiving this notice, Employer shall have the option, in its complete discretion, to make Employee's termination effective at any time prior to the end of the notice period, provided that Employer pays Employee all compensation due and owing through the balance of the notice period (not to exceed sixty (60) days), in addition to all other compensation due and owing, including without limitation, the Severance Payment.

Change in Employer Status. Notwithstanding anything above, Employee may terminate terminate, at Employee's sole discretion, the Period of Employment (in which case all of Employer's obligations under this Agreement shall cease after payment of all compensation due and owing) upon any formal action of Employer's management to terminate Employer's existence or otherwise wind up its affairs, to sell all or substantially all of its assets, or to merge with or into another entity, or in the event of a change of control of more than 50 % of the outstanding shares of the company. In the event Employee terminates the Period of Employment under this subsection, Employer shall pay Employee all compensation due and owing through the last day actually worked plus a Severance Payment as described in subsection 4(e) below, which payment shall be in lieu of any damages under this Agreement for any alleged breach. Employee shall be entitled to compensation under this subsection 4(d) only if, within ninety one hundred and eighty (90180) days after the change in employer status becomes effective, Employee gives Employer, or its successor or assigns, sixty ninety (6090) day's notice of Employee's intent to terminate the Period of Employment. Upon receiving this notice, Employer shall have the option, in its complete discretion, to make Employee's termination effective at any time prior to the end of the notice period, provided that Employer pays Employee all compensation due and owing through the balance of the notice period (not to exceed sixty ninety (6090) days), in addition to all other compensation due and owing, including without limitation, the Severance Payment.

Change in Employer Status. Notwithstanding anything aboveabove or Employee's voluntary reassignment, Employee may terminate the Period of Employment (in which case all of Employer's obligations under this Agreement shall cease after payment of all compensation due and owing) upon any formal action of Employer's management Board of Directors to terminate Employermaterially change Employee's existence as an Executive Officer , or otherwise wind up its affairs, to sell all or substantially all of its assets. In the event that Employer removes Employee from the Chief Executive Officer position, or Employer will assign Employee to merge another Executive position in the Company with or into another entitythe same compensation, term, and benefits for the duration of this contract. In the event Employee terminates the Period of Employment under this subsection, Employer shall pay Employee an amount equal to the sum of the following: (i) his Base Salary and all other compensation and benefits due and owing through the last day actually worked plus a worked; (ii) one hundred thousand dollars ($100,000) in cash or tradable Buyer's common stock; and (iii) the Severance Payment as described in subsection 4(e4(g) below, which payment shall be in lieu of any damages under this Agreement for any alleged breachbreach of Employer. Employee shall be entitled to compensation under this subsection 4(d4(b) only if, within ninety (90) days after the change in employer Employee status becomes effective, Employee gives Employer, or its successor or assigns, sixty (60) day's notice of Employee's intent to terminate the Period of Employment. Upon receiving this notice, Employer shall have the option, in its complete discretion, to make Employee's termination effective at any time prior to the end of the notice period, provided that Employer pays Employee all the Base Salary, other compensation and benefits due and owing through the balance of the notice period (not to exceed sixty (60) days), in addition to as well as all other compensation due and owing, including without limitation, the Severance Payment.