Termination Upon a Change in Control

Termination Upon a Change in Control. Shall mean a termination by Corporation or any successor thereto of Officer's employment with the Corporation or such successor for any reason or a termination by the Officer for Good Reason (as defined below) of the Officer's employment with the Corporation or any successor thereto within one hundred eighty (180) days from the date on which any of the following occurs: (a) any "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the... "1934 Act")), other than Bobby G. Stevenson or a trustee or other fiduciary holding securities under an employee benefit plan of Corporation, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of more than thirty three percent (33%) of the then outstanding voting stock of Corporation; or (b) at any time during any period of three consecutive years (not including any period prior to the Effective Date), individuals who at the beginning of such period constitute the Board (and any new director whose election by the Board or whose nomination for election by Corporation's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority thereof; or (c) the stockholders of Corporation approve a merger or consolidation of Corporation with any other corporation, other than a merger or consolidation which would result in the voting securities of Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 80% of the combined voting power of the voting securities of Corporation or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders approve a plan of complete liquidation of Corporation or an agreement for the sale or disposition by Corporation of all or substantially all of Corporation's assets. View More

Termination Upon a Change in Control. Is (a) termination by the ------------------------------------ Employee of Employee's employment for Good Reason within one year after the occurrence of a Change in Control; or (b) declination by the Employee of an offer of employment from ADAP, or ADAP's successor, for Good Reason at the time of a Change in Control if the Employee would not have been permitted to remain in Employee's existing position following such declination;... or (c) termination by ADAP, or ADAP's successor, of the Employee's employment within one year after the occurrence of a Change in Control other than a Termination for Cause or a termination resulting from the Employee's death or Disability. View More

Termination Upon a Change in Control. Shall mean that prior to or following a Change in Control and during the term of this Agreement, the Company or Executive terminates Executive's employment as described in Paragraph 3(a).

Termination Upon a Change in Control. Shall mean that following a Change in Control and during the Term of the Agreement, the Executive's employment is terminated by the Company without Cause, the Executive resigns for Good Reason, or the Executive exercises his right to terminate his employment as described in Section 4(a).

Termination Upon a Change in Control. Shall mean that Optionee ceases to be a member of the Board of Directors of Avocent at any time following any "Change in Control."