Common use of After a Change in Control Clause in Contracts

After a Change in Control. (a) From and after the date of a Change in Control during the term of this Agreement, neither the Company nor the Apogee Entity then employing Executive shall terminate Executive from employment with the Company or any Apogee Entity except as provided in this Section 2(ii) or as a result of Executive's Disability (as defined in Section 3(iv) hereof) or his death. (b) From and after the date of a Change in Control during the term of this Agreement, the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive from employment with the Apogee Entities at any time during the term of this Agreement for Cause, by written notice to Executive, specifying the particulars of the conduct of Executive forming the basis for such termination, such notice to be effective on the 30th day following delivery thereof to Executive if Executive has not substantially cured the conduct identified in such notice. (c) From and after the date of a Change in Control during the term of this Agreement: (I) the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive's employment without Cause, at any time; and (II) Executive shall, upon the occurrence of such a termination by the Company or such other Apogee Entity without Cause, or upon the voluntary termination of Executive's employment by Executive for Good Reason (as defined in Section 3(ii) hereof), or upon Executive's voluntary termination of his employment with the Company or such other Apogee Entity for any reason during the 30-consecutive-day period commencing on the first anniversary of the date on which the Change in Control shall have occurred and ending on the 30th day immediately following the first anniversary on which the Change in Control occurs, be entitled to receive the benefits provided in Section 4 hereof. Executive shall evidence a voluntary termination for Good Reason by written notice to the Company given within 60 days after the date of the occurrence of any event that Executive knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify Executive and set forth in reasonable detail the facts and circumstances claimed by Executive to constitute Good Reason.

After a Change in Control. If Executive terminates his employment with Good Reason or Company terminates Executive’s employment without Cause (aand not due to Executive’s death or Disability) From and after the date of within twelve (12) months following a Change in Control during the term of this Agreement, neither the Company nor the Apogee Entity then employing Executive shall terminate Executive from employment with the Company or any Apogee Entity except as provided in this Section 2(ii) or as a result of Executive's Disability (as defined below), then in Section 3(iv) hereof) or his death. addition to accrued but unpaid Base Compensation for services provided through the Date of Termination (b) From and after the date of a Change in Control during the term of this Agreement, the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive from employment with the Apogee Entities at any time during the term of this Agreement for Cause, by written notice to Executive, specifying the particulars of the conduct of Executive forming the basis for such termination, such notice to be effective on the 30th day following delivery thereof to Executive if Executive has not substantially cured the conduct identified in such notice. (c) From and after the date of a Change in Control during the term of this Agreement: (I) the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive's employment without Cause, at any time; and (II) Executive shall, upon the occurrence of such a termination by the Company or such other Apogee Entity without Cause, or upon the voluntary termination of Executive's employment by Executive for Good Reason (as defined in Section 3(ii5(f) hereofbelow), the pro-rata value of Executive’s Target Bonus for the current calendar year through the Date of Termination, and payment for the value of any accrued, unused paid time off then-existing as of the Date of Termination, the pro-rata value of Executive’s Target Bonus for the current calendar year, and payment for the value of any accrued, unused paid time off then-existing as of the Date of Termination, and in lieu of the Without Cause Separation Package or upon Good Reason Separation Package to which Executive would otherwise be entitled pursuant to Section 5(d)(i) or Section 5(a)(ii), (A) Company shall pay Executive (x) a lump sum equal to two times Executive's voluntary termination ’s Base Compensation, payable on Company’s first regular pay date that is on or after the 60th day following the Date of his employment Termination and (y) an amount equal to two times the Target Bonus for the calendar year in which the Date of Termination occurs, payable in four substantially equal installments with the Company first such installment paid on Company’s first regular pay date that is on or such other Apogee Entity after the 60th day following the Date of Termination and the three remaining installments paid in each of the three calendar quarters immediately following the calendar quarter that includes the Date of Termination and (B) for any reason during the 30-consecutive-day period commencing beginning on the first anniversary Date of the date on which the Change in Control shall have occurred Termination and ending on the 30th day immediately date that is 18 months after the Date of Termination, Company shall reimburse Executive for the COBRA Premium; provided, however, that in order to receive a COBRA Premium reimbursement, Executive must timely elect COBRA continuation coverage, pay the applicable COBRA Premium and provide Company with evidence satisfactory to Company of Executive’s having paid the COBRA Premium within 30 days of having paid such COBRA Premium; provided, further, however, that no COBRA Premium reimbursement shall be payable if such reimbursement could reasonably be expected to subject Company or any member of the Company Group to sanctions imposed pursuant to Section 2716 of the PHSA. Each COBRA Premium reimbursement shall be provided to Executive by Company within 30 days of its receipt of such evidence of the COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Executive the COBRA Premium reimbursement for any period in which Executive is eligible to participate in a group medical plan sponsored by any other employer. Executive agrees and understands that the payment of any COBRA Premium will remain Executive’s sole responsibility. Collectively, the payments made under this Section shall be referred to as the “CIC Separation Package.” For the avoidance of doubt, if Executive’s employment is not terminated by Executive with Good Reason or by Company without Cause (and not due to Executive’s death or Disability) within twelve (12) months following a Change in Control, then Executive shall no longer be eligible to receive the first anniversary on which the CIC Separation Package with respect to such Change in Control occurs, be entitled but shall remain eligible to receive the benefits provided in Section 4 hereof. Executive shall evidence a voluntary termination for Without Cause Separation Package or Good Reason Separation Package pursuant to Section 5(d)(i) or Section 5(a)(ii) or, if in the future Executive’s employment is terminated by written notice Executive with Good Reason or by Company without Cause (and not due to the Company given Executive’s death or Disability) within 60 days after the date of twelve (12) months following the occurrence of any event that a subsequent Change in Control, Executive knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify Executive and set forth in reasonable detail shall again be eligible to receive the facts and circumstances claimed by Executive to constitute Good ReasonCIC Separation Package.

After a Change in Control. If Executive terminates his employment with Good Reason or Company terminates Executive’s employment without Cause (aand not due to Executive’s death or Disability) From and after the date of within twelve (12) months following a Change in Control during the term of this Agreement, neither the Company nor the Apogee Entity then employing Executive shall terminate Executive from employment with the Company or any Apogee Entity except as provided in this Section 2(ii) or as a result of Executive's Disability (as defined below), then in Section 3(iv) hereof) or his death. addition to accrued but unpaid Base Compensation for services provided through the Date of Termination (b) From and after the date of a Change in Control during the term of this Agreement, the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive from employment with the Apogee Entities at any time during the term of this Agreement for Cause, by written notice to Executive, specifying the particulars of the conduct of Executive forming the basis for such termination, such notice to be effective on the 30th day following delivery thereof to Executive if Executive has not substantially cured the conduct identified in such notice. (c) From and after the date of a Change in Control during the term of this Agreement: (I) the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive's employment without Cause, at any time; and (II) Executive shall, upon the occurrence of such a termination by the Company or such other Apogee Entity without Cause, or upon the voluntary termination of Executive's employment by Executive for Good Reason (as defined in Section 3(ii5(f) hereofbelow), the pro-rata value of Executive’s Target Bonus for the current calendar year through the Date of Termination (for 2020, based on the quotient of the number of days served between May 1, 2020 and the Date of Termination divided by 245), and payment for the value of any accrued, unused paid time off then-existing as of the Date of Termination, and in lieu of the Without Cause Separation Package or upon Good Reason Separation Package to which Executive would otherwise be entitled pursuant to Section 5(d)(i) or Section 5(a)(ii), (A) Company shall pay Executive (x) a lump sum equal to two times Executive's voluntary termination ’s Base Compensation, payable on Company’s first regular pay date that is on or after the 60th day following the Date of his employment Termination and (y) an amount equal to two times the Target Bonus for the calendar year in which the Date of Termination occurs, payable in four substantially equal installments with the Company first such installment paid on Company’s first regular pay date that is on or such other Apogee Entity after the 60th day following the Date of Termination and the three remaining installments paid in each of the three calendar quarters immediately following the calendar quarter that includes the Date of Termination and (B) for any reason during the 30-consecutive-day period commencing beginning on the first anniversary Date of the date on which the Change in Control shall have occurred Termination and ending on the 30th day immediately date that is 18 months after the Date of Termination, Company shall reimburse Executive for the COBRA Premium; provided, however, that in order to receive a COBRA Premium reimbursement, Executive must timely elect COBRA continuation coverage, pay the applicable COBRA Premium and provide Company with evidence satisfactory to Company of Executive’s having paid the COBRA Premium within 30 days of having paid such COBRA Premium; provided, further, however, that no COBRA Premium reimbursement shall be payable if such reimbursement could reasonably be expected to subject Company or any member of the Company Group to sanctions imposed pursuant to Section 2716 of the PHSA. Each COBRA Premium reimbursement shall be provided to Executive by Company within 30 days of its receipt of such evidence of the COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Executive the COBRA Premium reimbursement for any period in which Executive is eligible to participate in a group medical plan sponsored by any other employer. Executive agrees and understands that the payment of any COBRA Premium will remain Executive’s sole responsibility. Collectively, the payments made under this Section shall be referred to as the “CIC Separation Package.” For the avoidance of doubt, if Executive’s employment is not terminated by Executive with Good Reason or by Company without Cause (and not due to Executive’s death or Disability) within twelve (12) months following a Change in Control, then Executive shall no longer be eligible to receive the first anniversary on which the CIC Separation Package with respect to such Change in Control occurs, be entitled but shall remain eligible to receive the benefits provided in Section 4 hereof. Executive shall evidence a voluntary termination for Without Cause Separation Package or Good Reason Separation Package pursuant to Section 5(d)(i) or Section 5(a)(ii) or, if in the future Executive’s employment is terminated by written notice Executive with Good Reason or by Company without Cause (and not due to the Company given Executive’s death or Disability) within 60 days after the date of twelve (12) months following the occurrence of any event that a subsequent Change in Control, Executive knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify Executive and set forth in reasonable detail shall again be eligible to receive the facts and circumstances claimed by Executive to constitute Good ReasonCIC Separation Package.

After a Change in Control. If Executive terminates his employment with Good Reason or Company terminates Executive’s employment without Cause (aand not due to Executive’s death or Disability) From and after the date of within twelve (12) months following a Change in Control during the term of this Agreement, neither the Company nor the Apogee Entity then employing Executive shall terminate Executive from employment with the Company or any Apogee Entity except as provided in this Section 2(ii) or as a result of Executive's Disability (as defined below), then in Section 3(iv) hereof) or his death. addition to accrued but unpaid Base Compensation for services provided through the Date of Termination (b) From and after the date of a Change in Control during the term of this Agreement, the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive from employment with the Apogee Entities at any time during the term of this Agreement for Cause, by written notice to Executive, specifying the particulars of the conduct of Executive forming the basis for such termination, such notice to be effective on the 30th day following delivery thereof to Executive if Executive has not substantially cured the conduct identified in such notice. (c) From and after the date of a Change in Control during the term of this Agreement: (I) the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive's employment without Cause, at any time; and (II) Executive shall, upon the occurrence of such a termination by the Company or such other Apogee Entity without Cause, or upon the voluntary termination of Executive's employment by Executive for Good Reason (as defined in Section 3(ii5(f) hereofbelow), the pro-rata value of Executive’s Target Bonus for the current calendar year through the Date of Termination (for 2020, based on the number of days served between May 1, 2020 through the Date of Termination divided by 245), and payment for the value of any accrued, unused paid time off then-existing as of the Date of Termination, and in lieu of the Without Cause Separation Package or upon Good Reason Separation Package to which Executive would otherwise be entitled pursuant to Section 5(d)(i) or Section 5(a)(ii), (A) Company shall pay Executive (x) a lump sum equal to two times Executive's voluntary termination ’s Base Compensation, payable on Company’s first regular pay date that is on or after the 60th day following the Date of his employment Termination and (y) an amount equal to two times the Target Bonus for the calendar year in which the Date of Termination occurs, payable in four substantially equal installments with the Company first such installment paid on Company’s first regular pay date that is on or such other Apogee Entity after the 60th day following the Date of Termination and the three remaining installments paid in each of the three calendar quarters immediately following the calendar quarter that includes the Date of Termination and (B) for any reason during the 30-consecutive-day period commencing beginning on the first anniversary Date of the date on which the Change in Control shall have occurred Termination and ending on the 30th day immediately date that is 18 months after the Date of Termination, Company shall reimburse Executive for the COBRA Premium; provided, however, that in order to receive a COBRA Premium reimbursement, Executive must timely elect COBRA continuation coverage, pay the applicable COBRA Premium and provide Company with evidence satisfactory to Company of Executive’s having paid the COBRA Premium within 30 days of having paid such COBRA Premium; provided, further, however, that no COBRA Premium reimbursement shall be payable if such reimbursement could reasonably be expected to subject Company or any member of the Company Group to sanctions imposed pursuant to Section 2716 of the PHSA. Each COBRA Premium reimbursement shall be provided to Executive by Company within 30 days of its receipt of such evidence of the COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Executive the COBRA Premium reimbursement for any period in which Executive is eligible to participate in a group medical plan sponsored by any other employer. Executive agrees and understands that the payment of any COBRA Premium will remain Executive’s sole responsibility. Collectively, the payments made under this Section shall be referred to as the “CIC Separation Package.” For the avoidance of doubt, if Executive’s employment is not terminated by Executive with Good Reason or by Company without Cause (and not due to Executive’s death or Disability) within twelve (12) months following a Change in Control, then Executive shall no longer be eligible to receive the first anniversary on which the CIC Separation Package with respect to such Change in Control occurs, be entitled but shall remain eligible to receive the benefits provided in Section 4 hereof. Executive shall evidence a voluntary termination for Without Cause Separation Package or Good Reason Separation Package pursuant to Section 5(d)(i) or Section 5(a)(ii) or, if in the future Executive’s employment is terminated by written notice Executive with Good Reason or by Company without Cause (and not due to the Company given Executive’s death or Disability) within 60 days after the date of twelve (12) months following the occurrence of any event that a subsequent Change in Control, Executive knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify Executive and set forth in reasonable detail shall again be eligible to receive the facts and circumstances claimed by Executive to constitute Good ReasonCIC Separation Package.

After a Change in Control. If Executive terminates his employment with Good Reason or Company terminates Executive’s employment without Cause (aand not due to Executive’s death or Disability) From and after the date of within twelve (12) months following a Change in Control during the term of this Agreement, neither the Company nor the Apogee Entity then employing Executive shall terminate Executive from employment with the Company or any Apogee Entity except as provided in this Section 2(ii) or as a result of Executive's Disability (as defined below), then in Section 3(iv) hereof) or his death. addition to accrued but unpaid Base Compensation for services provided through the Date of Termination (b) From and after the date of a Change in Control during the term of this Agreement, the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive from employment with the Apogee Entities at any time during the term of this Agreement for Cause, by written notice to Executive, specifying the particulars of the conduct of Executive forming the basis for such termination, such notice to be effective on the 30th day following delivery thereof to Executive if Executive has not substantially cured the conduct identified in such notice. (c) From and after the date of a Change in Control during the term of this Agreement: (I) the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive's employment without Cause, at any time; and (II) Executive shall, upon the occurrence of such a termination by the Company or such other Apogee Entity without Cause, or upon the voluntary termination of Executive's employment by Executive for Good Reason (as defined in Section 3(ii5(f) hereofbelow), the pro-rata value of Executive’s Target Bonus for the current calendar year through the Date of Termination (for 2020, based on the number of days served between May 1, 2020 through the Date of Termination divided by 245), and payment for the value of any accrued, unused paid time off then-existing as of the Date of Termination, and in lieu of the Without Cause Separation Package or upon Good Reason Separation Package to which Executive would otherwise be entitled pursuant to Section 5(d)(i) or Section 5(a)(ii), (A) Company shall pay Executive (x) a lump sum equal to two and one-half times Executive's voluntary termination ’s Base Compensation, payable on Company’s first regular pay date that is on or after the 60th day following the Date of his employment Termination and (y) an amount equal to two and one-half times the Target Bonus for the calendar year in which the Date of Termination occurs, payable in four substantially equal installments with the Company first such installment paid on Company’s first regular pay date that is on or such other Apogee Entity after the 60th day following the Date of Termination and the three remaining installments paid in each of the three calendar quarters immediately following the calendar quarter that includes the Date of Termination and (B) for any reason during the 30-consecutive-day period commencing beginning on the first anniversary Date of the date on which the Change in Control shall have occurred Termination and ending on the 30th day immediately date that is 18 months after the Date of Termination, Company shall reimburse Executive for the COBRA Premium; provided, however, that in order to receive a COBRA Premium reimbursement, Executive must timely elect COBRA continuation coverage, pay the applicable COBRA Premium and provide Company with evidence satisfactory to Company of Executive’s having paid the COBRA Premium within 30 days of having paid such COBRA Premium; provided, further, however, that no COBRA Premium reimbursement shall be payable if such reimbursement could reasonably be expected to subject Company or any member of the Company Group to sanctions imposed pursuant to Section 2716 of the PHSA. Each COBRA Premium reimbursement shall be provided to Executive by Company within 30 days of its receipt of such evidence of the COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Executive the COBRA Premium reimbursement for any period in which Executive is eligible to participate in a group medical plan sponsored by any other employer. Executive agrees and understands that the payment of any COBRA Premium will remain Executive’s sole responsibility. Collectively, the payments made under this Section shall be referred to as the “CIC Separation Package.” For the avoidance of doubt, if Executive’s employment is not terminated by Executive with Good Reason or by Company without Cause (and not due to Executive’s death or Disability) within twelve (12) months following a Change in Control, then Executive shall no longer be eligible to receive the first anniversary on which the CIC Separation Package with respect to such Change in Control occurs, be entitled but shall remain eligible to receive the benefits provided in Section 4 hereof. Executive shall evidence a voluntary termination for Without Cause Separation Package or Good Reason Separation Package pursuant to Section 5(d)(i) or Section 5(a)(ii) or, if in the future Executive’s employment is terminated by written notice Executive with Good Reason or by Company without Cause (and not due to the Company given Executive’s death or Disability) within 60 days after the date of twelve (12) months following the occurrence of any event that a subsequent Change in Control, Executive knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify Executive and set forth in reasonable detail shall again be eligible to receive the facts and circumstances claimed by Executive to constitute Good ReasonCIC Separation Package.

After a Change in Control. If Executive terminates his employment with Good Reason or Company terminates Executive’s employment without Cause (aand not due to Executive’s death or Disability) From and after the date of within twelve (12) months following a Change in Control during (as defined below), then in addition to any compensation or benefits to which Executive may be entitled through the term Date of this Agreement, neither the Company nor the Apogee Entity then employing Executive shall terminate Executive from employment with the Company or any Apogee Entity except as provided in this Section 2(ii) or as a result of Executive's Disability Termination (as defined in Section 3(iv5(f) hereofand payment for the value of any accrued, unused paid time off then-existing as of the Date of Termination, and in lieu of the Without Cause Separation Package or Good Reason Separation Package to which Executive would otherwise be entitled pursuant to Section 5(d)(i) or his death. Section 5(a)(ii), (bA) From and Company shall pay Executive (x) a lump sum equal to two times Executive’s Base Compensation, payable on Company’s first regular pay date that is on or after the date 60th day following the Date of a Change Termination and (y) an amount equal to two times the Target Bonus for the calendar year in Control during which the term Date of this AgreementTermination occurs, the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive from employment payable in four substantially equal installments with the Apogee Entities at any time during first such installment paid on Company’s first regular pay date that is on or after the term 60th day following the Date of this Agreement for Cause, by written notice to Executive, specifying Termination and the particulars three remaining installments paid in each of the conduct three calendar quarters immediately following the calendar quarter that includes the Date of Executive forming Termination and (B) for the basis for such termination, such notice to be effective period beginning on the 30th day following delivery thereof to Executive if Executive has not substantially cured the conduct identified in such notice. (c) From and after the date Date of a Change in Control during the term of this Agreement: (I) the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive's employment without Cause, at any time; and (II) Executive shall, upon the occurrence of such a termination by the Company or such other Apogee Entity without Cause, or upon the voluntary termination of Executive's employment by Executive for Good Reason (as defined in Section 3(ii) hereof), or upon Executive's voluntary termination of his employment with the Company or such other Apogee Entity for any reason during the 30-consecutive-day period commencing on the first anniversary of the date on which the Change in Control shall have occurred Termination and ending on the 30th day immediately following date that is 18 months after the first anniversary on which Date of Termination, Company shall reimburse Executive for the Change COBRA Premium; provided, however, that in Control occurs, be entitled order to receive a COBRA Premium reimbursement, Executive must timely elect COBRA continuation coverage, pay the benefits provided in Section 4 hereof. Executive applicable COBRA Premium and provide Company with evidence satisfactory to Company of Executive’s having paid the COBRA Premium within 30 days of having paid such COBRA Premium; provided, further, however, that no COBRA Premium reimbursement shall evidence a voluntary termination for Good Reason by written notice be payable if such reimbursement could reasonably be expected to subject Company or any member of the Company given within 60 days after the date Group to sanctions imposed pursuant to Section 2716 of the occurrence PHSA. Each COBRA Premium reimbursement shall be provided to Executive by Company within 30 days of any event that Executive knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify Executive and set forth in reasonable detail the facts and circumstances claimed by Executive to constitute Good Reason.its

After a Change in Control. If Executive terminates her employment with Good Reason or Company terminates Executive’s employment without Cause (aand not due to Executive’s death or Disability) From and after the date of within twelve (12) months following a Change in Control during the term of this Agreement, neither the Company nor the Apogee Entity then employing Executive shall terminate Executive from employment with the Company or any Apogee Entity except as provided in this Section 2(ii) or as a result of Executive's Disability (as defined below), then in Section 3(iv) hereof) or his death. addition to accrued but unpaid Base Compensation for services provided through the Date of Termination (b) From and after the date of a Change in Control during the term of this Agreement, the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive from employment with the Apogee Entities at any time during the term of this Agreement for Cause, by written notice to Executive, specifying the particulars of the conduct of Executive forming the basis for such termination, such notice to be effective on the 30th day following delivery thereof to Executive if Executive has not substantially cured the conduct identified in such notice. (c) From and after the date of a Change in Control during the term of this Agreement: (I) the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive's employment without Cause, at any time; and (II) Executive shall, upon the occurrence of such a termination by the Company or such other Apogee Entity without Cause, or upon the voluntary termination of Executive's employment by Executive for Good Reason (as defined in Section 3(ii5(f) hereofbelow), the pro-rata value of Executive’s Target Bonus for the current calendar year through the Date of Termination (for 2020, based on the number of days served between May 1, 2020 through the Date of Termination divided by 245), and payment for the value of any accrued, unused paid time off then-existing as of the Date of Termination, and in lieu of the Without Cause Separation Package or upon Good Reason Separation Package to which Executive would otherwise be entitled pursuant to Section 5(d)(i) or Section 5(a)(ii), (A) Company shall pay Executive (x) a lump sum equal to two times Executive's voluntary termination ’s Base Compensation, payable on Company’s first regular pay date that is on or after the 60th day following the Date of his employment Termination and (y) an amount equal to two times the Target Bonus for the calendar year in which the Date of Termination occurs, payable in four substantially equal installments with the Company first such installment paid on Company’s first regular pay date that is on or such other Apogee Entity after the 60th day following the Date of Termination and the three remaining installments paid in each of the three calendar quarters immediately following the calendar quarter that includes the Date of Termination and (B) for any reason during the 30-consecutive-day period commencing beginning on the first anniversary Date of the date on which the Change in Control shall have occurred Termination and ending on the 30th day immediately date that is 18 months after the Date of Termination, Company shall reimburse Executive for the COBRA Premium; provided, however, that in order to receive a COBRA Premium reimbursement, Executive must timely elect COBRA continuation coverage, pay the applicable COBRA Premium and provide Company with evidence satisfactory to Company of Executive’s having paid the COBRA Premium within 30 days of having paid such COBRA Premium; provided, further, however, that no COBRA Premium reimbursement shall be payable if such reimbursement could reasonably be expected to subject Company or any member of the Company Group to sanctions imposed pursuant to Section 2716 of the PHSA. Each COBRA Premium reimbursement shall be provided to Executive by Company within 30 days of its receipt of such evidence of the COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Executive the COBRA Premium reimbursement for any period in which Executive is eligible to participate in a group medical plan sponsored by any other employer. Executive agrees and understands that the payment of any COBRA Premium will remain Executive’s sole responsibility. Collectively, the payments made under this Section shall be referred to as the “CIC Separation Package.” For the avoidance of doubt, if Executive’s employment is not terminated by Executive with Good Reason or by Company without Cause (and not due to Executive’s death or Disability) within twelve (12) months following a Change in Control, then Executive shall no longer be eligible to receive the first anniversary on which the CIC Separation Package with respect to such Change in Control occurs, be entitled but shall remain eligible to receive the benefits provided in Section 4 hereof. Executive shall evidence a voluntary termination for Without Cause Separation Package or Good Reason Separation Package pursuant to Section 5(d)(i) or Section 5(a)(ii) or, if in the future Executive’s employment is terminated by written notice Executive with Good Reason or by Company without Cause (and not due to the Company given Executive’s death or Disability) within 60 days after the date of twelve (12) months following the occurrence of any event that a subsequent Change in Control, Executive knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify Executive and set forth in reasonable detail shall again be eligible to receive the facts and circumstances claimed by Executive to constitute Good ReasonCIC Separation Package.

After a Change in Control. (a) From and after the date of If Employee terminates his employment with Good Reason or Company terminates Employee’s employment without Cause within twelve (12) months following a Change in Control during the term of this Agreement, neither the Company nor the Apogee Entity then employing Executive shall terminate Executive from employment with the Company or any Apogee Entity except as provided in this Section 2(ii) or as a result of Executive's Disability (as defined below), then in addition to payment of the Accrued Obligations, (A) Company shall pay Employee (i) a lump sum equal to one and a half (1.5) times Employee’s Base Salary as then in effect, and (ii) an amount equal to one and a half (1.5) times the amount of the Annual Bonus (as defined below) actually paid to Employee for the fiscal year immediately prior to the fiscal year in which the effective date of termination occurs, prorated based on the number of days actually worked in the fiscal year in which the effective date of termination occurs (calculated as the Annual Bonus that was actually paid to Employee for the fiscal year immediately prior to the fiscal year in which the effective date of termination occurs, multiplied by a fraction, the numerator of which is equal to the number of days the Employee worked in the fiscal year in which the effective date of termination occurs, and the denominator of which is equal to the total number of days in such year), in each case payable on Company’s first regular pay date that is on or after the 60th day following the effective date of termination; (B) for the period beginning on the effective date of termination and ending on the date that is 18 months after the effective date of termination, Company shall reimburse Employee for the COBRA Premium (as defined above); provided, however, that in order to receive a COBRA Premium reimbursement, Employee must timely elect COBRA continuation coverage, pay the applicable COBRA Premium and provide Company with evidence satisfactory to Company of Employee’s having paid the COBRA Premium within 30 days of having paid such COBRA Premium; provided further, however, that no COBRA Premium reimbursement shall be payable if such reimbursement could reasonably be expected to subject Company to sanctions imposed pursuant to Section 3(iv) hereof) or his death2716 of the PHSA. Each COBRA Premium reimbursement shall be provided to Employee by Company within 30 days of its receipt of such evidence of the COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Employee the COBRA Premium reimbursement for any period in which Employee is eligible to participate in a group medical plan sponsored by any other employer. Employee agrees and understands that the payment of any COBRA Premium will remain Employee’s sole responsibility. Notwithstanding any termination pursuant to this Section 3.5, the provisions of Sections 6, 7, 8, 9, 10, 11, 12, 13 and 14 of this Agreement shall remain in full force and effect. Collectively, the payments made under this Section shall be referred to as the “CIC Separation Package.” (b) From and after the date of a Change in Control during the term For purposes of this Agreement, the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive from employment with the Apogee Entities at any time during the term of this Agreement for Cause, by written notice to Executive, specifying the particulars of the conduct of Executive forming the basis for such termination, such notice to be effective on the 30th day following delivery thereof to Executive if Executive has not substantially cured the conduct identified in such notice. (c) From and after the date of a “Change in Control during the term of this Agreement: (I) the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive's employment without Cause, at any time; and (II) Executive shall, upon Control” means the occurrence of such any of the following events: (A) a termination by sale, transfer, disposition or other transaction in which the Company or such other Apogee Entity without Cause, or upon the voluntary termination of Executive's employment by Executive for Good Reason beneficial owners (as defined in Section 3(ii) hereofRules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended), directly or upon Executive's voluntary termination indirectly, of his employment the total voting power of the Common Stock of Company immediately prior to such transaction shall cease to be the beneficial owners, directly or indirectly, of at least 50% of the total voting power of Common Stock of Company immediately after such transaction; (B) the stockholders of Company approve a plan of complete liquidation or dissolution of Company; or (C) there is consummated in one or more transactions an agreement for the sale or disposition by Company of all or substantially all of Company’s consolidated assets, other than any such sale or disposition of assets immediately following which the individuals who comprise the Board immediately prior thereto (or individuals who are elected to the Board with the Company or such other Apogee Entity for any reason during the 30-consecutive-day period commencing on the first anniversary affirmative vote of a majority of the date on which individuals who comprise the Change in Control shall have occurred and ending on the 30th day Board immediately following the first anniversary on which the Change in Control occurs, be entitled to receive the benefits provided in Section 4 hereof. Executive shall evidence prior thereto) constitute at least a voluntary termination for Good Reason by written notice to the Company given within 60 days after the date majority of the occurrence board of directors of (1) any event that Executive knows parent of the entity to which such assets are sold or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify Executive and set forth in reasonable detail the facts and circumstances claimed by Executive to constitute Good Reasondisposed, or (2) if there is no such parent, such entity.

After a Change in Control. If Executive terminates his employment with Good Reason or Company terminates Executive’s employment without Cause (aand not due to Executive’s death or Disability) From and after the date of within twelve (12) months following a Change in Control during the term of this Agreement, neither the Company nor the Apogee Entity then employing Executive shall terminate Executive from employment with the Company or any Apogee Entity except as provided in this Section 2(ii) or as a result of Executive's Disability (as defined below), then in Section 3(iv) hereof) or his death. addition to accrued but unpaid Base Compensation for services provided through the Date of Termination (b) From and after the date of a Change in Control during the term of this Agreement, the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive from employment with the Apogee Entities at any time during the term of this Agreement for Cause, by written notice to Executive, specifying the particulars of the conduct of Executive forming the basis for such termination, such notice to be effective on the 30th day following delivery thereof to Executive if Executive has not substantially cured the conduct identified in such notice. (c) From and after the date of a Change in Control during the term of this Agreement: (I) the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive's employment without Cause, at any time; and (II) Executive shall, upon the occurrence of such a termination by the Company or such other Apogee Entity without Cause, or upon the voluntary termination of Executive's employment by Executive for Good Reason (as defined in Section 3(ii5(f) hereofbelow), the pro-rata value of Executive’s Target Bonus for the current calendar year through the Date of Termination, and payment for the value of any accrued, unused paid time off then-existing as of the Date of Termination, the pro-rata value of Executive’s Target Bonus for the current calendar year, and payment for the value of any accrued, unused paid time off then-existing as of the Date of Termination, and in lieu of the Without Cause Separation Package or upon Good Reason Separation Package to which Executive would otherwise be entitled pursuant to Section 5(d)(i) or Section 5(a)(ii), (A) Company shall pay Executive (x) a lump sum equal to two and half times Executive's voluntary termination ’s Base Compensation, payable on Company’s first regular pay date that is on or after the 60th day following the Date of his employment Termination and (y) an amount equal to two and half times the Target Bonus for the calendar year in which the Date of Termination occurs, payable in four substantially equal installments with the Company first such installment paid on Company’s first regular pay date that is on or such other Apogee Entity after the 60th day following the Date of Termination and the three remaining installments paid in each of the three calendar quarters immediately following the calendar quarter that includes the Date of Termination and (B) for any reason during the 30-consecutive-day period commencing beginning on the first anniversary Date of the date on which the Change in Control shall have occurred Termination and ending on the 30th day immediately date that is 18 months after the Date of Termination, Company shall reimburse Executive for the COBRA Premium; provided, however, that in order to receive a COBRA Premium reimbursement, Executive must timely elect COBRA continuation coverage, pay the applicable COBRA Premium and provide Company with evidence satisfactory to Company of Executive’s having paid the COBRA Premium within 30 days of having paid such COBRA Premium; provided, further, however, that no COBRA Premium reimbursement shall be payable if such reimbursement could reasonably be expected to subject Company or any member of the Company Group to sanctions imposed pursuant to Section 2716 of the PHSA. Each COBRA Premium reimbursement shall be provided to Executive by Company within 30 days of its receipt of such evidence of the COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Executive the COBRA Premium reimbursement for any period in which Executive is eligible to participate in a group medical plan sponsored by any other employer. Executive agrees and understands that the payment of any COBRA Premium will remain Executive’s sole responsibility. Collectively, the payments made under this Section shall be referred to as the “CIC Separation Package.” For the avoidance of doubt, if Executive’s employment is not terminated by Executive with Good Reason or by Company without Cause (and not due to Executive’s death or Disability) within twelve (12) months following a Change in Control, then Executive shall no longer be eligible to receive the first anniversary on which the CIC Separation Package with respect to such Change in Control occurs, be entitled but shall remain eligible to receive the benefits provided in Section 4 hereof. Executive shall evidence a voluntary termination for Without Cause Separation Package or Good Reason Separation Package pursuant to Section 5(d)(i) or Section 5(a)(ii) or, if in the future Executive’s employment is terminated by written notice Executive with Good Reason or by Company without Cause (and not due to the Company given Executive’s death or Disability) within 60 days after the date of twelve (12) months following the occurrence of any event that a subsequent Change in Control, Executive knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify Executive and set forth in reasonable detail shall again be eligible to receive the facts and circumstances claimed by Executive to constitute Good ReasonCIC Separation Package.

After a Change in Control. (a) From and after the date of If Employee terminates his employment with Good Reason or Company terminates Employee’s employment without Cause within twelve (12) months following a Change in Control during the term of this Agreement, neither the Company nor the Apogee Entity then employing Executive shall terminate Executive from employment with the Company or any Apogee Entity except as provided in this Section 2(ii) or as a result of Executive's Disability (as defined below), then in addition to payment of the Accrued Obligations, (A) Company shall pay Employee (i) a lump sum equal to one and a half (1.5) times Employee’s Base Salary as then in effect, and (ii) an amount equal to one and a half (1.5) times the amount of the Annual Bonus (as defined below) actually paid to Employee for the fiscal year immediately prior to the fiscal year in which the effective date of termination occurs, prorated based on the number of days actually worked in the fiscal year in which the effective date of termination occurs (calculated as the Annual Bonus that was actually paid to Employee for the fiscal year immediately prior to the fiscal year in which the effective date of termination occurs, multiplied by a fraction, the numerator of which is equal to the number of days the Employee worked in the fiscal year in which the effective date of termination occurs, and the denominator of which is equal to the total number of days in such year), in each case payable on Company’s first regular pay date that is on or after the 60th day following the effective date of termination; (B) for the period beginning on the effective date of termination and ending on the date that is 18 months after the effective date of termination, Company shall reimburse Employee for the COBRA Premium (as defined above); provided, however, that in order to receive a COBRA Premium reimbursement, Employee must timely elect COBRA continuation coverage, pay the applicable COBRA Premium and provide Company with evidence satisfactory to Company of Employee’s having paid the COBRA Premium within 30 days of having paid such COBRA Premium; provided, further, however, that no COBRA Premium reimbursement shall be payable if such reimbursement could reasonably be expected to subject Company to sanctions imposed pursuant to Section 3(iv) hereof) or his death2716 of the PHSA. Each COBRA Premium reimbursement shall be provided to Employee by Company within 30 days of its receipt of such evidence of the COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Employee the COBRA Premium reimbursement for any period in which Employee is eligible to participate in a group medical plan sponsored by any other employer. Employee agrees and understands that the payment of any COBRA Premium will remain Employee’s sole responsibility. Notwithstanding any termination pursuant to this Section 3.5, the provisions of Sections 6, 7, 8, 9, 10, 11, 12, 13 and 14 of this Agreement shall remain in full force and effect. Collectively, the payments made under this Section shall be referred to as the “CIC Separation Package.” (b) From and after the date of a Change in Control during the term For purposes of this Agreement, the Company (or term “Change in Control” means the other Apogee Entity then employing Executive) shall have the right to terminate Executive from employment with the Apogee Entities at occurrence of any time during the term of this Agreement for Cause, by written notice to Executive, specifying the particulars of the conduct following events: (A) a sale, transfer, disposition or other transaction in which the beneficial owners (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of Executive forming 1934, as amended), directly or indirectly, of the basis for total voting power of the Common Stock of Company immediately prior to such termination, such notice transaction shall cease to be effective on the 30th day following delivery thereof to Executive if Executive has not substantially cured beneficial owners, directly or indirectly, of at least 50% of the conduct identified in total voting power of Common Stock of Company immediately after such notice. (c) From and after the date of transaction, provided that a Change in Control during shall not be deemed to occur as a result of a change of ownership resulting from a public offering of the term Company’s common stock or the sale of this Agreement: securities in a transaction primarily for capital raising purposes; (IB) the stockholders of Company approve a plan of complete liquidation or dissolution of Company; or (C) there is consummated in one or more transactions an agreement for the sale or disposition by Company of all or substantially all of Company’s consolidated assets, other than any such sale or disposition of assets immediately following which the individuals who comprise the Board immediately prior thereto (or individuals who are elected to the other Apogee Entity then employing ExecutiveBoard with the affirmative vote of a majority of the individuals who comprise the Board immediately prior thereto) shall have constitute at least a majority of the right board of directors of (1) any parent of the entity to terminate Executive's employment without Cause, at any time; and (II) Executive shall, upon the occurrence of which such a termination by the Company assets are sold or such other Apogee Entity without Causedisposed, or upon the voluntary termination of Executive's employment by Executive for Good Reason (as defined in Section 3(ii2) hereof)if there is no such parent, or upon Executive's voluntary termination of his employment with the Company or such other Apogee Entity for any reason during the 30-consecutive-day period commencing on the first anniversary of the date on which the Change in Control shall have occurred and ending on the 30th day immediately following the first anniversary on which the Change in Control occurs, be entitled to receive the benefits provided in Section 4 hereof. Executive shall evidence a voluntary termination for Good Reason by written notice to the Company given within 60 days after the date of the occurrence of any event that Executive knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify Executive and set forth in reasonable detail the facts and circumstances claimed by Executive to constitute Good Reasonentity.

After a Change in Control. If Executive terminates his employment with Good Reason or Company terminates Executive’s employment without Cause (aand not due to Executive’s death or Disability) From and after the date of within twelve (12) months following a Change in Control during (as defined below), then in addition to any compensation or benefits to which Executive may be entitled through the term Date of this Agreement, neither the Company nor the Apogee Entity then employing Executive shall terminate Executive from employment with the Company or any Apogee Entity except as provided in this Section 2(ii) or as a result of Executive's Disability Termination (as defined in Section 3(iv5(f) hereofand payment for the value of any accrued, unused paid time off then-existing as of the Date of Termination, and in lieu of the Without Cause Separation Package or Good Reason Separation Package to which Executive would otherwise be entitled pursuant to Section 5(d)(i) or his death. Section 5(a)(ii), (bA) From and Company shall pay Executive (x) a lump sum equal to two times Executive’s Base Compensation, payable on Company’s first regular pay date that is on or after the date 60th day following the Date of a Change Termination and (y) an amount equal to two times the bonus for the previous calendar year from the calendar year in Control during which the term Date of this AgreementTermination occurs, the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive from employment payable in four substantially equal installments with the Apogee Entities at any time during first such installment paid on Company’s first regular pay date that is on or after the term 60th day following the Date of this Agreement for Cause, by written notice to Executive, specifying Termination and the particulars three remaining installments paid in each of the conduct three calendar quarters immediately following the calendar quarter that includes the Date of Executive forming Termination and (B) for the basis for such termination, such notice to be effective period beginning on the 30th day following delivery thereof to Executive if Executive has not substantially cured the conduct identified in such notice. (c) From and after the date Date of a Change in Control during the term of this Agreement: (I) the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive's employment without Cause, at any time; and (II) Executive shall, upon the occurrence of such a termination by the Company or such other Apogee Entity without Cause, or upon the voluntary termination of Executive's employment by Executive for Good Reason (as defined in Section 3(ii) hereof), or upon Executive's voluntary termination of his employment with the Company or such other Apogee Entity for any reason during the 30-consecutive-day period commencing on the first anniversary of the date on which the Change in Control shall have occurred Termination and ending on the 30th day immediately date that is 18 months after the Date of Termination, Company shall reimburse Executive for the COBRA Premium; provided, however, that in order to receive a COBRA Premium reimbursement, Executive must timely elect COBRA continuation coverage, pay the applicable COBRA Premium and provide Company with evidence satisfactory to Company of Executive’s having paid the COBRA Premium within 30 days of having paid such COBRA Premium; provided, further, however, that no COBRA Premium reimbursement shall be payable if such reimbursement could reasonably be expected to subject Company or any member of the Company Group to sanctions imposed pursuant to Section 2716 of the PHSA. Each COBRA Premium reimbursement shall be provided to Executive by Company within 30 days of its receipt of such evidence of the COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Executive the COBRA Premium reimbursement for any period in which Executive is eligible to participate in a group medical plan sponsored by any other employer. Executive agrees and understands that the payment of any COBRA Premium will remain Executive’s sole responsibility. Collectively, the payments made under this Section shall be referred to as the “CIC Separation Package.” For the avoidance of doubt, if Executive’s employment is not terminated by Executive with Good Reason or by Company without Cause (and not due to Executive’s death or Disability) within twelve (12) months following a Change in Control, then Executive shall no longer be eligible to receive the first anniversary on which the CIC Separation Package with respect to such Change in Control occurs, be entitled but shall remain eligible to receive the benefits provided in Section 4 hereof. Executive shall evidence a voluntary termination for Without Cause Separation Package or Good Reason Separation Package pursuant to Section 5(d)(i) or Section 5(a)(ii) or, if in the future Executive’s employment is terminated by written notice Executive with Good Reason or by Company without Cause (and not due to the Company given Executive’s death or Disability) within 60 days after the date of twelve (12) months following the occurrence of any event that a subsequent Change in Control, Executive knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify Executive and set forth in reasonable detail shall again be eligible to receive the facts and circumstances claimed by Executive to constitute Good ReasonCIC Separation Package.