Common use of Sale of Subsidiary Clause in Contracts

Sale of Subsidiary. i) If the entity which is the actual employer of the Executive is a Subsidiary of the Corporation (the "Employer Subsidiary"), the disposition of equity securities or assets of the Employer Subsidiary by the Corporation or by another Subsidiary such that the Employer Subsidiary ceases to qualify as a Subsidiary for purposes of this Agreement shall not constitute a termination of the Executive's employment hereunder. ii) If the Executive remains employed by the Employer Subsidiary following its sale, the Executive shall remain eligible to receive the payments and benefits specified in Section 11(d) for the periods of time specified therein and the provision of such payments and benefits shall remain the obligation of the Corporation. iii) If the Executive is employed by the Corporation or another Subsidiary following the sale of the Employer Subsidiary, the Executive shall not be eligible to receive the payments and benefits specified in Section 11(d) notwithstanding the fact that the sale of the Employer Subsidiary constituted a Change of Control as defined in Section 14. Unless the Executive and the Corporation agree otherwise, the Executive shall, however, remain eligible to receive the payments and benefits specified in Sections 11(a) and 11(b). 9

Sale of Subsidiary. i) If the entity which is the actual employer of the Executive is a Subsidiary of the Corporation (the "Employer Subsidiary"), the disposition of equity securities or assets of the Employer Subsidiary by the Corporation or by another Subsidiary such that the Employer Subsidiary ceases to qualify as a Subsidiary for purposes of this Agreement shall not constitute a termination of the Executive's employment hereunder. ii) If the Executive remains employed by the Employer Subsidiary following its sale, the Executive shall remain eligible to receive the payments and benefits specified in Section 11(d) for the periods of time specified therein and the provision of such payments and benefits shall remain the obligation of the Corporation. iii) If the Executive is employed by the Corporation or another Subsidiary following the sale of the Employer Subsidiary, the Executive shall not be eligible to receive the payments and benefits specified in Section 11(d) notwithstanding the fact that the sale of the Employer Subsidiary constituted a Change of Control as defined in Section 14. Unless the Executive and the Corporation agree otherwise, the Executive shall, however, remain eligible to receive the payments and benefits specified in Sections 11(a) and 11(b). 9.