Common use of Change of Control of Company Clause in Contracts

Change of Control of Company. Without limiting the generality of subparagraph (a) above, in the event that there is a Change of Control of the Company, if the Company thereafter wrongfully withholds from Executive any amount payable to Executive pursuant to this Agreement or the SERP and Executive obtains a final judgment against the Company for such amount, the Company shall reimburse Executive for any costs and expenses (including without limitation attorneys' fees) reasonably incurred by Executive in obtaining such judgment and shall pay Executive interest on the amount of each such cost or expense from the date of payment thereof by Executive to the date of reimbursement by the Company at a floating rate per annum equal to the publicly announced reference rate for commercial lending of Bank of America Illinois in effect from time to time. For purposes of the foregoing, a "Change of Control of the Company" will be deemed to have occurred if, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, a person or group other than (i) Pittway or (ii) one or more members of the Harr▇▇ ▇▇▇up (as currently defined in Pittway Corporation's Restated Certificate of Incorporation, as amended) becomes the beneficial owner of stock of Pittway Corporation possessing a majority of the voting power under ordinary circumstances with respect to the election of directors.

Change of Control of Company. Without limiting the generality of subparagraph (a) above, in the event that there is a Change of Control of the Company, if the Company thereafter wrongfully withholds from Executive any amount payable to Executive pursuant to this Agreement or the SERP and Executive obtains a final judgment against the Company for such amount, the Company shall reimburse Executive for any costs and expenses (including without limitation attorneys' fees) reasonably incurred by Executive in obtaining such judgment and shall pay Executive interest on the amount of each such cost or expense from the date of payment thereof by Executive to the date of reimbursement by the Company at a floating rate per annum equal to the publicly announced reference rate for commercial lending of Bank of America Illinois in effect from time to time. For purposes of the foregoing, a "Change of Control of the Company" will be deemed to have occurred if, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, a person or group other than (i) Pittway or (ii) one or more members of the Harr▇▇ ▇▇▇up ▇▇▇ Group (as currently defined in Pittway Corporation's Restated Certificate of Incorporation, as amended) becomes the beneficial owner of stock of Pittway Corporation possessing a majority of the voting power under ordinary circumstances with respect to the election of directors.