Common use of Qualifying Event Clause in Contracts

Qualifying Event. The Executive shall be deemed to have had a “Qualifying Event” if prior to attaining age 65: (a) the Executive has an Involuntary Termination or Constructive Involuntary Termination on, or within 36 months after, the date of a Change of Control Event; (b) the Executive has an Involuntary Termination or Constructive Involuntary Termination within three months prior to the date of a Change of Control Event; or (c) the Executive has an Involuntary Termination or Constructive Involuntary Termination (i) less than twelve months prior to the date of a Change of Control Event or (ii) while a Change of Control Event is under serious consideration (whether or not it actually occurs), unless (in either case) the Company can establish that the Executive’s Involuntary Termination or Constructive Involuntary Termination was for reasons unrelated to such Change of Control Event. Whether a Qualifying Event has occurred shall be determined separately with respect to each Change of Control Event and each event constituting a Constructive Involuntary Termination or Involuntary Termination. If the event constituting a Constructive Involuntary Termination is a failure by the Company to obtain assumption of this Agreement by any successor as contemplated by Section 12 of this Agreement, the date on which the succession became effective shall be deemed the date of the Qualifying Event. Amounts shall not be paid under Sections 6 and 7 of this Agreement for more than one Qualifying Event. For purposes of subsection (c) above, a Change of Control Event shall be deemed to be “under serious consideration” at any time after negotiations with respect to the possible Change of Control Event have commenced (including, but not limited to, negotiations prior to the execution of a non-binding letter of intent) and at any time after the Company receives direct or indirect notice of a Person’s intent to cause an event that would, if it occurred, result in a Change of Control Event. Serious consideration as described in the preceding sentence shall be deemed to end on the earliest of the date on which such negotiations are abandoned, the Company receives direct or indirect notice that such Person has abandoned efforts to cause the event that would be a Change of Control Event, or the relevant Change of Control Event actually occurs.