Common use of Change of Control Termination Benefits Clause in Contracts

Change of Control Termination Benefits. To the extent a Change-of-Control occurs during the term of this Agreement, the Executive, at his sole option, may deem such Change-of-Control to be a termination of his employment by the Employer without Cause. Consequently, he shall be entitled to receive the termination benefits referenced in Section 6(e) hereof. In addition, upon a Change-of-Control all unvested ISOs and Restricted Shares granted pursuant to this Agreement shall immediately vest. To the extent a Change-of-Control occurs during the third year of this Agreement, the Executive may deem such Change-of-Control to be a failure by the Employer to renew this Agreement, thereby enabling the Executive to receive the benefits referenced in Section 6(g) hereof in lieu of those benefits provided in Section 6(e) hereof. For the purposes of this Agreement, the term “Change-of-Control” shall mean a change of control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not the Employer is then subject to such reporting requirement; provided, that, without limitation, such a change of control shall be deemed to have occurred if: