Employment Agreement Change Of Control Clause

3. A restructuring, merger, legal exchange of shares or a similar transaction involving the company or one of its subsidiaries or a parent company, the sale or disposal of all or most of all assets of the company or the acquisition by the company or one of its subsidiaries (each, a “combination of companies”), as a result of such a merger , all corporations and companies that have been the actual beneficiaries of the historical action of the current company and the voting rights of outstanding companies just before these business combinations own, directly or indirectly, more than fifty percent (50%) the stock of the shares and the combined voting rights of the voting securities, which are generally entitled to vote when selecting the directors and, if applicable, the entity resulting from such a combination of companies (including, but not limited to, a company which, as a result of such a transaction, owns the company or , essentially, all the assets of the company directly or through one or more subsidiaries (a “mother”), essentially to such a combination of companies of the company`s outstanding or c) the survival of the provisions. The provisions of this section 7 apply after the termination or expiry of the employment of the company`s management and are then enforceable. When a competent jurisdiction of a state finds that a restriction of this section 7 is excessive in its duration or scope, or that it is unsuitable or unenforceable by the laws of that state, the parties intend to amend or modify that restriction by the court in order to make it as broad as possible, according to that state`s law. to make it enforceable. However, provided that the company directly bears and bears all costs and expenses (including additional interest and penalties) related to such competition and that the executive is free, after tax, of excise duties or income tax (including interest and penalties) that are collected as a result of this guarantee and the payment of expenses and expenses. Without prejudice to the previous provisions of Section 8 (c), the Company controls all procedures relating to such competition and may, to its choice alone, follow or waive all administrative complaints, procedures, hearings and conferences with the tax authorities in respect of this claim, and order the executive, after its sole choice, to pay the alleged tax and challenge the claim in all authorized manners or to challenge the claim in all authorized manners. , and the executive agrees to pursue such a challenge for a decision before an administrative court, a court of origin and one or more appelal courts, as the company must rule; Provided, however, that when the company orders the executive to pay such a claim and to sue for restitution, the company submits the amount of this payment to the executive without interest and that the executive, after taxes, is not free of any excise or income tax (including interest or penalties related to these rights) and that it does not have the excise duty or income tax tax tax imposed in advance , with respect to this advance or in relation to the income paid; and provides, moreover, that any extension of the statute of limitations for the payment of taxes for the executive`s fiscal year, for which this amount is allegedly due, is limited to this disputed amount.