Common use of Termination Following a Corporate Transaction Clause in Contracts

Termination Following a Corporate Transaction. If, within one ---------------------------------------------- (1) year following a Corporate Transaction described in Section 6(f)(i), the Executive's employment is terminated by the Employer (or its successor) or the Executive as a result of the occurrence of any of the Changes in Circumstances listed in Section 6(f)(ii), the Employer (or its successor) shall provide to the Executive (or the Executive's estate, if applicable) the Termination Benefits pursuant to Section 6(d) above. (i) Corporate Transaction shall mean the occurrence of one or more of the following events: (A) the closing of a merger or consolidation of the Employer with any other corporation or other entity, other than (1) a merger or consolidation which would result in the voting securities of the Employer outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Employer or such surviving entity outstanding immediately after such merger or consolidation or (2) a merger or consolidation effected to implement a recapitalization of the Employer (or similar transaction) in which no "person" (as hereinabove defined) acquires more than fifty percent (50%) of the combined voting power of the Employer's then outstanding securities; or (B) the closing of a plan of complete liquidation of the Employer or the closing of the sale or disposition by the Employer of all or substantially all of the Employer's assets. (ii) It shall be a "Change in Circumstances" referred to in Section 6(f) above if any one of the following occurs and is not cured by the Employer (or its successor) within thirty (30) days of notice by the Executive: (A) a reduction of the Executive's salary; or (B) a significant change in the Executive's responsibilities and/or duties which constitutes, when compared to the Executive's responsibilities and/or duties before the Change of Control; or (C) a material loss of title or office, which term shall include without limitation the failure of the Board of Directors to elect the Executive to the positions listed in Section 2; or (D) the relocation of the offices at which the Executive is principally employed as of the Corporate Transaction to a location more than thirty (30) miles from such offices, which relocation is not approved by the Executive.