Common use of Effect of Termination of Employment or Change in Control Clause in Contracts

Effect of Termination of Employment or Change in Control. (a) If Executive shall resign voluntarily (other than for “Good Reason” as defined in the SPA) or cease to be employed by the Company (or an affiliate) for cause as described in Section 7(c) of this Agreement, except as provided in the SPA all benefits described in Section 3 hereof shall terminate (except to the extent previously earned or vested and, if Executive retires, those which may become vested upon retirement pursuant to the terms of the Guidelines). (b) If Executive (i) voluntarily terminates his employment for “Good Reason” as defined in the SPA, or (ii) dies or becomes disabled, or (iii) does not continue to be employed by the Company for any reason other than (a) his voluntary resignation without Good Reason, or (b) his death or disability as determined pursuant to Section 7(b) of this Agreement, or (c) his termination for cause pursuant to Section 7(c), all options which have not vested as of the date of such voluntary termination, or death or disability, or such non-continuation of employment, as the case may be, will accelerate and vest immediately as of such date, and, in the event of Executive's death, all option rights will transfer to Executive's representative. If Executive’s employment terminates by reason of death or disability, Executive or Executive’s representative may exercise all unexercised options within three years after such death or disability or the expiration date of the option, whichever is sooner. (c) If Executive (i) voluntarily terminates his employment for “Good Reason” as defined in the SPA, or (ii) dies or becomes disabled, or (iii) does not continue to be employed by the Company for any reason other than (a) his voluntary resignation without Good Reason, or (b) his death or disability as determined pursuant to Section 7(b) of this Agreement, or (c) his termination for cause pursuant to Section 7(c), or (iv) retires, all performance shares awarded to such Executive pursuant to the Guidelines shall immediately vest, but be valued and awarded at the times and in the manner awarded to other plan participants pursuant to the terms of such Guidelines. (d) If there is a Change in Control, then all options and performance shares that have not vested will accelerate and vest immediately. Performance shares awarded to Executive pursuant to the Guidelines shall be valued at 100 percent as though the Company had achieved its target for each relevant plan period. The Executive shall be entitled to receive one share of the Company’s common stock upon the vesting of each Performance Share. Upon a Change in Control, the Executive shall have the right to require the Company to purchase, for cash, and at fair market value, any shares of stock purchased upon exercise of any option or received upon the vesting of any Performance Share. (Terms used in this Section, unless defined in this Employment Agreement, are as defined in the SPA.)”

Effect of Termination of Employment or Change in Control. (a) If Executive shall resign voluntarily (other than for “Good Reason” as defined in the SPA) or cease to be employed by the Company (or an affiliate) for cause as described in Section 7(c) of this Agreement, except as provided in the SPA SPA, all benefits described in Section 3 hereof shall terminate (except to the extent previously earned or vested and, if Executive retiresretires (unless otherwise stated herein, for the purposes of this Agreement, the terms “retire,” “retirement” or similar shall have the meaning assigned to such (or similar) term(s) in the resolution of the Compensation Committee of the Board of Directors, dated May 20, 2011, which provided that such terms refer to Executive’s voluntary termination of employment on or after the date on which Executive attains age 62), those which may become vested upon retirement pursuant to the terms of the Guidelinesany employee benefit plan, program or arrangement in which Executive participates or is a party). (b) If Executive (i) voluntarily terminates his employment for “Good Reason” as defined in the SPA, or (ii) dies or becomes disabled, or (iii) does not continue to be employed by the Company for any reason other than (a) his voluntary resignation without Good Reason, or (b) his death or disability as determined pursuant to Section 7(b) of this Agreement, or (c) his termination for cause pursuant to Section 7(c), all options to purchase shares of the Company’s common stock held by Executive (“Options”) which have not vested as of the date of such voluntary termination, or death or disability, or such non-continuation of employment, as the case may be, will accelerate and vest immediately as of such date, and, in the event of Executive's ’s death, all option such Option rights will transfer to Executive's ’s representative. If Executive’s employment terminates by reason of death or disability, Executive or Executive’s representative may exercise all unexercised options Options within three years after such death or disability or the expiration date of the optionOption, whichever is sooner. (c) If Executive (i) voluntarily terminates his employment for “Good Reason” as defined in the SPA, or (ii) dies or becomes disabled, or (iii) does not continue to be employed by the Company for any reason other than (a) his voluntary resignation without Good Reason, or (b) his death or disability as determined pursuant to Section 7(b) of this Agreement, or (c) his termination for cause pursuant to Section 7(c), or (iv) retires, all performance shares awarded to such Executive pursuant to outstanding and unvested “Performance Shares” (as defined in the Guidelines Company’s Amended and Restated 1996 Stock Incentive Plan) shall immediately vest, but be valued and awarded at the times and in the manner awarded to other plan participants pursuant to the terms of the documents governing such GuidelinesPerformance Shares. (d) If there is a Change in ControlControl (as defined in the SPA), then all options Options and performance shares Performance Shares that have not vested will accelerate and vest immediately. Performance shares awarded to Executive pursuant to the Guidelines Shares shall be valued at 100 percent as though the Company had achieved its target for each relevant plan period. The Executive shall be entitled to receive one share of the Company’s common stock upon the vesting of each such Performance Share. Upon a Change in Control, the Executive shall have the right to require the Company to purchase, for cash, and at fair market value, any shares of the Company’s common stock purchased upon exercise of any option Option or received upon the vesting of any Performance Share. (Terms used in this Section, unless defined in this Employment Agreement, are as defined in the SPA.)”

Effect of Termination of Employment or Change in Control. (a) If Executive shall resign voluntarily (other than for “Good Reason” as defined in the SPA) or cease to be employed by the Company (or an affiliate) for cause as described in Section 7(c) of this Agreement, except as provided in the SPA SPA, all benefits described in Section 3 hereof shall terminate (except to the extent previously earned or vested and, if Executive retiresretires (unless otherwise stated herein, for the purposes of this Agreement, the terms “retire,” “retirement” or similar shall have the meaning assigned to such (or similar) term(s) in the resolution of the Compensation Committee of the Board of Directors, dated May 20, 2011 (i.e., voluntary termination of employment for any reason on or after attainment of age 62)), those which may become vested upon retirement pursuant to the terms of the Guidelinesany employee benefit plan, program or arrangement in which Executive participates or is a party). (b) If Executive (i) voluntarily terminates his employment for “Good Reason” as defined in the SPA, or (ii) dies or becomes disabled, or (iii) does not continue to be employed by the Company for any reason other than (a) his voluntary resignation without Good Reason, or (b) his death or disability as determined pursuant to Section 7(b) of this Agreement, or (c) his termination for cause pursuant to Section 7(c), all options to purchase shares of the Company’s common stock held by Executive (“Options”) which have not vested as of the date of such voluntary termination, or death or disability, or such non-continuation of employment, as the case may be, will accelerate and vest immediately as of such date, and, in the event of Executive's ’s death, all option such Option rights will transfer to Executive's ’s representative. If Executive’s employment terminates by reason of death or disability, Executive or Executive’s representative may exercise all unexercised options Options within three years after such death or disability or the expiration date of the optionOption, whichever is sooner. (c) If Executive (i) voluntarily terminates his employment for “Good Reason” as defined in the SPA, or (ii) dies or becomes disabled, or (iii) does not continue to be employed by the Company for any reason other than (a) his voluntary resignation without Good Reason, or (b) his death or disability as determined pursuant to Section 7(b) of this Agreement, or (c) his termination for cause pursuant to Section 7(c), or (iv) retires, all performance shares awarded to such Executive pursuant to outstanding and unvested “Performance Shares” (as defined in the Guidelines Company’s Amended and Restated 1996 Stock Incentive Plan) shall immediately vest, but be valued and awarded at the times and in the manner awarded to other plan participants pursuant to the terms of the documents governing such GuidelinesPerformance Shares. (d) If there is a Change in ControlControl (as defined in the SPA), then all options Options and performance shares Performance Shares that have not vested will accelerate and vest immediately. Performance shares awarded to Executive pursuant to the Guidelines Shares shall be valued at 100 percent as though the Company had achieved its target for each relevant plan period. The Executive shall be entitled to receive one share of the Company’s common stock upon the vesting of each such Performance Share. Upon a Change in Control, the Executive shall have the right to require the Company to purchase, for cash, and at fair market value, any shares of the Company’s common stock purchased upon exercise of any option Option or received upon the vesting of any Performance Share. (Terms used in this Section, unless defined in this Employment Agreement, are as defined in the SPA.)”

Effect of Termination of Employment or Change in Control. (a) If Executive shall resign voluntarily (other than for “Good Reason” as defined in the SPA) or cease to be employed by the Company (or an affiliate) for cause as described in Section 7(c) of this Agreement, except as provided in the SPA SPA, all benefits described in Section 3 hereof shall terminate (except to the extent previously earned or vested and, if Executive retires, those which may become vested upon retirement pursuant to the terms of the Guidelines). (b) If Executive (i) voluntarily terminates his employment for “Good Reason” as defined in the SPA, or (ii) dies or becomes disabled, or (iii) does not continue to be employed by the Company for any reason other than (a) his voluntary resignation without Good Reason, or (b) his death or disability as determined pursuant to Section 7(b) of this Agreement, or (c) his termination for cause pursuant to Section 7(c), all options which have not vested as of the date of such voluntary termination, or death or disability, or such non-continuation of employment, as the case may be, will accelerate and vest immediately as of such date, and, in the event of Executive's death, all option rights will transfer to Executive's representative. If Executive’s employment terminates by reason of death or disability, Executive or Executive’s representative may exercise all unexercised options within three years after such death or disability or the expiration date of the option, whichever is sooner. (c) If Executive (i) voluntarily terminates his employment for “Good Reason” as defined in the SPA, or (ii) dies or becomes disabled, or (iii) does not continue to be employed by the Company for any reason other than (a) his voluntary resignation without Good Reason, or (b) his death or disability as determined pursuant to Section 7(b) of this Agreement, or (c) his termination for cause pursuant to Section 7(c), or (iviii) retires, all performance shares awarded to such Executive pursuant to the Guidelines shall immediately vest, but be valued and awarded at the times and in the manner awarded to other plan participants pursuant to the terms of such Guidelines. (d) If there is a Change in Control, then all options and performance shares that have not vested will accelerate and vest immediately. Performance shares awarded to Executive pursuant to the Guidelines shall be valued at 100 percent as though the Company had achieved its target for each relevant plan period. The Executive shall be entitled to receive one share of the Company’s common stock upon the vesting of each Performance Share. Upon a Change in Control, the Executive shall have the right to require the Company to purchase, for cash, and at fair market value, any shares of stock purchased upon exercise of any option or received upon the vesting of any Performance Share. (Terms used in this Section, unless defined in this Employment Agreement, are as defined in the SPA.)”