Common use of Change in Control Termination Clause in Contracts

Change in Control Termination. In lieu of the payments and benefits described in Section 5(a) above, but subject to and conditioned upon the Executive satisfying the Conditions, in the event the Executive’s employment is terminated (x) by the Company without Cause, (y) by the Executive for Good Reason or (z) if the Company provides a notice of non-renewal of the Employment Period under Section 3, by the Executive or the Company for any reason effective at any time on or after the Scheduled Termination Date, and in each such case occurring within the three (3) months prior to the consummation of, or within the twenty-four (24) month period following the occurrence of, a Change in Control (such termination, a “CIC Termination”), the Executive shall be entitled to, in addition to his accrued but unused vacation and Base Salary through the Date of Termination and any Annual Bonus in respect of the prior fiscal year (to the extent earned but not theretofore paid), subject to the Executive satisfying the Conditions (i) an amount equal to one and one-half times (1.5x) the sum of (A) the Executive’s then-current Base Salary and (B) the Executive’s target Annual Bonus, payable in a lump sum within forty (40) days following the date of such CIC Termination, (ii) the Pro Rata Bonus, and (iii) the Continued Healthcare Benefit. For any such termination occurring prior to the consummation of a Change in Control, Section 5(a) shall apply upon such termination and upon the occurrence of the Change in Control

Change in Control Termination. In lieu of the payments and benefits described in Section 5(a) above, but subject to and conditioned upon the Executive satisfying the Conditions, in the event the Executive’s employment is terminated (x) by the Company without Cause, (y) by the Executive for Good Reason or (z) if the Company provides a notice of non-renewal of the Employment Period under Section 3, by the Executive or the Company for any reason effective at any time on or after the Scheduled Termination Date, and in each such case occurring within the three (3) months prior to the consummation of, or within the twenty-four (24) month period following the occurrence of, a Change in Control (such termination, a “CIC Termination”), the Executive shall be entitled to, in addition to his accrued but unused vacation and Base Salary through the Date of Termination and any Annual Bonus in respect of the prior fiscal year (to the extent earned but not theretofore paid), subject to the Executive satisfying the Conditions (i) an amount equal to one and one-half times (1.5x) the sum of (A) the Executive’s then-current Base Salary and (B) the Executive’s target Annual Bonus, payable in a lump sum within forty (40) days following the date of such CIC Termination, (ii) the Pro Rata Bonus, and (iii) the Continued Healthcare Benefit. For any such termination occurring prior to the consummation purposes of a this Agreement, “Change in Control, Section 5(a) ” shall apply upon such termination and upon mean a change in the occurrence ownership or effective control of the Change Company, or a change in Controlthe ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A(a)(2)(A)(v) of the Code and U.S. Treasury Regulation Section 1.409A-3(i)(5). Except as provided in this Section 5(d) and except for any vested benefits under any tax qualified pension plans of the Company, and continuation of health insurance benefits on the terms and to the extent required by COBRA, the Company shall have no additional obligations under this Agreement.

Change in Control Termination. In lieu If (i) a Change in Control occurs during the Term of the payments and benefits described in Section 5(a) above, but subject to and conditioned upon the Executive satisfying the Conditions, in the event the Executive’s employment is terminated (x) by the Company without CauseEmployment, (yii) by the Executive for Good Reason or (z) if the Company provides a notice of non-renewal of the Employment Period under Section 3, by the Executive or the Company for any reason effective at any time on or after the Scheduled Termination Date, and in each such case occurring within the three (3) months prior to the consummation of, or within the twenty-twenty four (24) month period following months after the occurrence of, a effective date of such Change in Control (such termination, a “CIC Termination”), the Executive shall be entitled to, in addition to his accrued but unused vacation and Company reduces Employee's Base Salary through or makes a material change in the Date nature and scope of Termination and any Annual Bonus Employee's duties to a level below that in respect of the effect immediately prior fiscal year (to the extent earned but not theretofore paid), subject to the Executive satisfying the Conditions (i) an amount equal to one and one-half times (1.5x) the sum of (A) the Executive’s then-current Base Salary and (B) the Executive’s target Annual Bonus, payable in a lump sum within forty (40) days following the effective date of such CIC Termination, (ii) the Pro Rata Bonus, Change in Control and (iii) within ninety (90) days thereafter Employee or the Continued Healthcare Benefit. For any Company terminates Employee's employment (an employment termination that satisfies the foregoing conditions, a "Change in Control Termination"), then Employee shall be entitled to receive: (i) The Accrued Obligations; and (ii) Subject to the limitations set forth in Section 14(b), within thirty (30) days (or forty-five (45) days in the event that such termination occurring of employment is "in connection with an exit incentive or other employment termination program" (as such phrase is defined in the Age Discrimination in Employment Act of 1967)) after the date that Employee executes and delivers a Release to the Company or, to the extent required by Section 409A of the Code, on the first day of the seventh month following such date, a lump sum equal to twenty four (24) months of Employee's Annual Compensation in effect immediately prior to the consummation date Employee's employment terminates (without regard to any decrease in the rate of a Employee's Annual Compensation made after such Change in Control, Section 5(a) shall apply upon ). Following such termination of Employee's employment, except as set forth in this Section 7(e) and upon the occurrence of the Change in ControlSection 7(h), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Change in Control Termination. In lieu of the payments and benefits described in Section 5(a) above, but and subject to and conditioned upon the Executive satisfying the Conditions, in the event the Executive’s employment is terminated (xi) by the Company without Cause, Cause or (yii) by the Executive for Good Reason or (z) if the Company provides a notice of non-renewal of the Employment Period under Section 3Reason, by the Executive or the Company for any reason effective at any time on or after the Scheduled Termination Date, and in each such case occurring within the three (3) months prior to the consummation of, or within the twenty-four (24) month period following the occurrence of, of a Change in Control (such termination, a “CIC Termination”), the Executive shall be entitled to, in addition to his accrued but unused vacation and Base Salary through the Accrued Amounts (which Accrued Amounts shall be paid within thirty (30) days of the Date of Termination and any Annual Bonus in respect of the prior fiscal year (to the extent earned but not theretofore paidTermination), subject to the Executive satisfying the Conditions (i) an amount equal to one and one-half two times (1.5x2x) the sum of (A) the Executive’s then-current Base Salary and (B) the Executive’s target Target Annual Bonus, payable in a lump sum within forty (40) days following the date of such CIC Termination, Termination and (ii) the Pro Rata Bonus, and (iii) the Continued Healthcare BenefitBenefit for a period of twenty-four (24) months following the Date of Termination. In addition, any outstanding equity and equity-based awards, including for this purpose, the Make-Whole Award, held by the Executive as of the Date of Termination, to the extent not vested, shall immediately and automatically vest in full as of the Date of Termination and vested stock options held by the Executive as of the Date of Termination, if any, shall remain exercisable until the expiration date of the option. For any such termination occurring prior to the consummation purposes of a this Agreement, “Change in Control” shall have the meaning set forth in the 2010 EIP, as in effect on the date hereof. Except as provided in this Section 5(a5(e) the Company shall apply upon such termination and have no additional obligations under this Agreement upon the occurrence of the Change in ControlExecutive’s termination.

Change in Control Termination. In lieu of the payments and benefits described in Section 5(a) above, but subject to and conditioned upon the Executive satisfying the Conditions, in the event the Executive’s employment is terminated (x) by the Company without Cause, (y) by the Executive for Good Reason or (z) if the Company provides a notice of non-renewal of the Employment Period under Section 3, by the Executive or the Company for any reason effective at any time on or after the Scheduled Termination Date, and in each such case occurring within the three (3) months prior to the consummation of, or within the twenty-four (24) month period following the occurrence of, a Change in Control (such termination, a “CIC Termination”), the Executive shall be entitled to, in addition to his accrued but unused vacation and Base Salary through the Date of Termination and any Annual Bonus in respect of the prior fiscal year (to the extent earned but not theretofore paid), subject to the Executive satisfying the Conditions (i) an amount equal to one and one-half two times (1.5x2x) the sum of (A) the Executive’s then-current Base Salary and (B) the Executive’s target Annual Bonus, payable in a lump sum within forty (40) days following the date of such CIC Termination, (ii) the Pro Rata Bonus, and (iii) the Continued Healthcare Benefit. For any such termination occurring prior to the consummation of a Change in Control, Section 5(a) shall apply upon such termination and upon the occurrence of the Change in Controlshall

Change in Control Termination. In lieu of the payments and benefits described in Section 5(a) above, but subject to and conditioned upon the Executive satisfying the Conditions, in the event the Executive’s employment is terminated (x) by the Company without Cause, (y) by the Executive for Good Reason or (z) if the Company provides a notice of non-renewal of the Employment Period under Section 3, by the Executive or the Company for any reason effective at any time on or after the Scheduled Termination Date, and in each such case occurring within the three (3) months prior to the consummation of, or within the twenty-four (24) month period following the occurrence of, a Change in Control (such termination, a “CIC Termination”), the Executive shall be entitled to, in addition to his accrued but unused vacation and Base Salary through the Date of Termination and any Annual Bonus in respect of the prior fiscal year (to the extent earned but not theretofore paid), subject to the Executive satisfying the Conditions (i) an amount equal to one and one-half times (1.5x) the sum of (A) the Executive’s then-current Base Salary and (B) the Executive’s target Annual Bonus, payable in a lump sum within forty (40) days following the date of such CIC Termination, (ii) the Pro Rata Bonus, and (iii) the Continued Healthcare Benefit. For any such termination occurring prior to the consummation of a Change in Control, Section 5(a) shall apply upon such termination and upon the occurrence of the Change in ControlContinued