Common use of Change in Control and Termination of Employment Clause in Contracts

Change in Control and Termination of Employment. (a) If a Change in Control of the Company shall have occurred, and there occurs a Qualifying Termination of Employment of Executive within 3 months prior to or 24 months following the occurrence of such Change in Control of the Company, Executive shall be entitled to receive the payments provided in Section 4 hereof. (b) If there shall be a Qualifying Termination of the Employment of Executive at any time (other than as provided in Section 3(a)), Executive shall be entitled to receive the payments and benefits provided in Section 5 hereof. (c) The phrase “Qualifying Termination of the Employment” of Executive for purposes of this Agreement shall mean: (i) Termination by the Company (or its subsidiaries) of the employment of Executive except due to death, Disability or for Cause as defined below; or (ii) Subject to Section 3(d), termination by the Executive of his or her employment by the Company (or its subsidiaries) within one (1) year following the initial existence of one or more of the following conditions arising without the written consent of Executive: (A) A material diminution (i.e. a reduction of 5% or more) in Executive’s base salary as in effect on the date hereof or as the same may be increased from time to time; (B) A material diminution in Executive’s authority, duties or responsibilities; (C) A material diminution in the authority, duties or responsibilities of the supervisor to whom Executive is required to report, including a requirement that Executive report to a corporate officer or employee instead of reporting directly to the Board of Directors of the Company; (D) A material change in the geographic location (i.e. greater than 50 miles from Executive’s present office location) at which Executive is required to perform services; and (E) Any other action or inaction that constitutes a material breach by the Company of any agreement, if any, under which Executive provides services to the Company. (d) Upon the initial existence of one or more of any of the conditions set forth in Section 3(c)(ii), Executive shall provide written notice to the Company of the existence of such condition or conditions within ninety (90) days of the initial existence of such condition or conditions. Following receipt of the written notice from Executive, the Company shall have a period of thirty (30) days in which to remedy such condition or conditions. If Executive does not provide the written notice or if the Company remedies the condition or conditions within the time periods set forth herein, then the occurrence of such condition or conditions shall not be considered a Qualifying Termination of the Employment of Executive for purposes of this Agreement. (e) The words “Disability” and “Cause” for purposes of this Agreement shall mean:

Change in Control and Termination of Employment. (a) If a Change in Control of the Company shall have occurred, and there occurs a Qualifying Termination of Employment of occurred while Executive within 3 months prior to or 24 months following the occurrence of such Change in Control is an employee of the CompanyCompany (or its subsidiaries), Executive shall be entitled to receive the payments provided in Section 4 hereof. (b) If there shall be a Qualifying Termination of the Employment of Executive at any time (other than as provided in Section 3(a))Executive, Executive shall be entitled to receive the payments and benefits provided in Section 5 hereof. (c) The phrase “Qualifying Termination of the Employment” of Executive for purposes of this Agreement shall mean: (i) Termination by the Company (or its subsidiaries) of the employment of Executive except (A) within ninety (90) days following a Change in Control for any reason or (B) due to death, Disability Disability, Retirement or for Cause as defined below; or (ii) Subject to Section 3(d), termination by the Executive of his or her employment by the Company (or its subsidiaries) (other than during the ninety-day period following a Change in Control) within one (1) year following the initial existence of one or more of the following conditions arising without the written consent of Executive: (A) A material diminution (i.e. a reduction of 5% or more) in Executive’s base salary as in effect on the date hereof or as the same may be increased from time to time; (B) A material diminution in Executive’s authority, duties or responsibilities; (C) A material diminution in the authority, duties or responsibilities of the supervisor to whom Executive is required to report, including a requirement that Executive report to a corporate officer or employee instead of reporting directly to the Board of Directors of the Company; (D) A material change in the geographic location (i.e. greater than 50 miles from Executive’s present office location) at which Executive is required to perform services; and (E) Any other action or inaction that constitutes a material breach by the Company of any agreement, if any, under which Executive provides services to the Company. (d) Upon the initial existence of one or more of any of the conditions set forth in Section 3(c)(ii), Executive shall provide written notice to the Company of the existence of such condition or conditions within ninety (90) days of the initial existence of such condition or conditions. Following receipt of the written notice from Executive, the Company shall have a period of thirty (30) days in which to remedy such condition or conditions. If Executive does not provide the written notice or if the Company remedies the condition or conditions within the time periods set forth herein, then the occurrence of such condition or conditions shall not be considered a Qualifying Termination of the Employment of Executive for purposes of this Agreement. (e) The words “Disability,” “Retirement” and “Cause” for purposes of this Agreement shall mean:

Change in Control and Termination of Employment. (a) If a Change in Control of the Company shall have occurred, and there occurs a Qualifying Termination of Employment of Executive within 3 months prior to or 24 months following the occurrence of such Change in Control of the CompanyCompany (such period, the “Change in Control Period”), Executive shall be entitled to receive the payments provided in Section 4 hereof. (b) If there shall be a Qualifying Termination of the Employment of Executive at any time (other than as provided outside of the Change in Section 3(a))Control Period, Executive shall be entitled to receive the payments and benefits provided in Section 5 hereof. (c) The phrase “Qualifying Termination of the Employment” of Executive for purposes of this Agreement shall mean: (i) Termination by the Company (or its subsidiaries) of the employment of Executive except due to death, Disability or for Cause as defined below; or (ii) Subject to Section 3(d), termination by the Executive of his or her employment by the Company (or its subsidiaries) within one (1) year following the initial existence of one or more of the following conditions arising without the written consent of Executive: (A) A material diminution (i.e. a reduction of 5% or more) in Executive’s base salary as in effect on the date hereof or as the same may be increased from time to time; (B) A material diminution in Executive’s authority, duties or responsibilities; (C) A material diminution in the authority, duties or responsibilities of the supervisor to whom Executive is required to report, including a requirement Requiring that Executive report to a corporate officer or employee instead of reporting directly to the Board of Directors of the Company; (D) A material change in the geographic location (i.e. greater than 50 miles from Executive’s present office location) at which Executive is required to perform services; and (E) Any other action or inaction that constitutes a material breach by the Company of any agreement, if any, under which Executive provides services to the Company. (d) Upon the initial existence of one or more of any of the conditions set forth in Section 3(c)(ii), Executive shall provide written notice to the Company of the existence of such condition or conditions within ninety (90) days of the initial existence of such condition or conditions. Following receipt of the written notice from Executive, the Company shall have a period of thirty (30) days in which to remedy such condition or conditions. If Executive does not provide the written notice or if the Company remedies the condition or conditions within the time periods set forth herein, then the occurrence of such condition or conditions shall not be considered a Qualifying Termination of the Employment of Executive for purposes of this Agreement. (e) The words “Disability” and “Cause” for purposes of this Agreement shall mean:

Change in Control and Termination of Employment. (a) If a Change in Control of the Company shall have occurred, and there occurs a Qualifying Termination of Employment of Executive within 3 months prior to or 24 months following the occurrence of such Change in Control of the CompanyCompany (such period, the “Change in Control Period”), Executive shall be entitled to receive the payments provided in Section 4 hereof. (b) If there shall be a Qualifying Termination of the Employment of Executive at any time (other than as provided outside of the Change in Section 3(a))Control Period, Executive shall be entitled to receive the payments and benefits provided in Section 5 hereof. (c) The phrase “Qualifying Termination of the Employment” of Executive for purposes of this Agreement shall mean: (i) Termination by the Company (or its subsidiaries) of the employment of Executive except due to death, Disability or for Cause as defined below; or (ii) Subject to Section 3(d), termination by the Executive of his or her employment by the Company (or its subsidiaries) within one (1) year following the initial existence of one or more of the following conditions arising without the written consent of Executive: (A) A material diminution (i.e. a reduction of 5% or more) in Executive’s base salary as in effect on the date hereof or as the same may be increased from time to time; (B) A material diminution in Executive’s authority, duties duties, responsibilities or responsibilitiesfunctions (including, for the avoidance of doubt, Executive ceasing to be the Chief Executive Officer of a publicly held company); (C) A material diminution in the authority, duties or responsibilities of the supervisor to whom Executive is required to report, including a requirement Requiring that Executive report to a corporate officer or employee instead of reporting directly to the Board of Directors of the CompanyBoard; (D) A material change in the geographic location (i.e. greater than 50 miles from Executive’s present office location) at which Executive is required to perform services; and (E) Any other action or inaction that constitutes a material breach by the Company of any agreement, if any, under which Executive provides services to the Company. (d) Upon the initial existence of one or more of any of the conditions set forth in Section 3(c)(ii), Executive shall provide written notice to the Company of the existence of such condition or conditions within ninety (90) days of the initial existence of such condition or conditions. Following receipt of the written notice from Executive, the Company shall have a period of thirty (30) days in which to remedy such condition or conditions. If Executive does not provide the written notice or if the Company remedies the condition or conditions within the time periods set forth herein, then the occurrence of such condition or conditions shall not be considered a Qualifying Termination of the Employment of Executive for purposes of this Agreement. (e) The words “Disability” and “Cause” for purposes of this Agreement shall mean: