Common use of Out Placement Assistance Clause in Contracts

Out Placement Assistance. The Company will pay up to ten percent of your Base Salary for out placement counseling to you. Such payments will be made either directly to the counselor or to you within 30 days after presentation of an invoice for services rendered or to be rendered. No payment shall be made for services to be rendered more than two years after the Date of Termination. If, on or after the date of a Change in Control, an Affiliate is sold, merged, transferred or in any other manner or for any other reason ceases to be an Affiliate or all or any portion of the business or assets of an Affiliate are sold, transferred or otherwise disposed of and the acquiror is not the Parent Corporation or an Affiliate (a “Disposition”), and you remain or become employed by the acquiror or an affiliate of the acquiror (as defined in this Agreement but substituting “acquiror” for “Parent Corporation”) in connection with the Disposition, you will be deemed to have terminated employment on the effective date of the Disposition for purposes of this Section 3 unless (x) the acquiror and its affiliates jointly and severally expressly assume and agree, in a manner that is enforceable by you, to perform the obligations of this Agreement to the same extent that the Company would be required to perform if the Disposition had not occurred and (y) the Successor guarantees, in a manner that is enforceable by you, payment and performance by the acquiror.