Common use of Rights of Executive Upon Change of Control Clause in Contracts

Rights of Executive Upon Change of Control. (a) The Company shall provide the Executive, within 10 days following the Termination Date, Severance Compensation in lieu of compensation to the Executive for periods subsequent to the Termination Date, but without affecting any other rights of the Executive at law or in equity, if any of the following events occur: (1) the Company terminates the Executive's employment within two years after a Change of Control that occurs during the Term, other than for either of the following reasons: (i) the Executive becomes permanently disabled and is unable to work for a period of 180 consecutive days; or (ii) for Cause; (2) the Executive's employment is involuntarily terminated by the Company (except for Cause) in anticipation of a Change of Control; (3) if the Executive terminates his employment during the Term but after a Change of Control, and at least one of the following events has occurred: (i) the Executive is assigned duties inconsistent with his position, duties, responsibilities and status with the Company immediately prior to the Change of Control (other than as a result of a promotion or advancement), or there is otherwise an adverse change in the nature or scope of the authorities, functions or duties attached to the position that the Executive held immediately prior to the Change of Control; (ii) any reduction (a) in the Executive's salary, bonus or incentive compensation (based upon the dollar amount of salary, bonus or incentive compensation that the Executive received from the Company for the fiscal year preceding the year in which the Change of Control occurred or for the fiscal year preceding the year in which the Termination Date occurs, whichever is the larger amount), (b) in the maximum bonus or incentive compensation potential of the Executive under the applicable Company plan for the fiscal year preceding the year in which the Change of Control occurred or for the fiscal year preceding the year in which the Termination Date occurs, whichever is larger or (c) in the scope or value of the aggregate other monetary or non-monetary benefits to which the Executive was entitled from the Company immediately prior to the Change of Control; (iii) there is a significant or material change in the Executive's reporting responsibilities (other than as a result of a promotion or advancement); or (iv) the Executive reasonably determines, in good faith, that as a result of a Change of Control, changes in the composition or policies of the Board, a change in circumstances affecting his position, or other events of material effect, he is unable, or has been rendered substantially unable, to carry out the duties and responsibilities that he had with the Company immediately prior to the Change of Control or has otherwise been substantially hindered in the performance of the authorities, functions or duties attached to his position immediately prior to the Change of Control.

Rights of Executive Upon Change of Control. (a) The Company shall provide the Executive, within 10 days following the Termination Date, Severance Compensation in lieu of compensation to the Executive for periods subsequent to the Termination Date, but without affecting any other rights of the Executive at law or in equity, if any of the following events occur: (1) the Company terminates the Executive's ’s employment within two years after a Change of Control that occurs during the Term, other than for either of the following reasons: (i) the Executive becomes permanently disabled and is unable to work for a period of 180 consecutive days; or (ii) for Cause; (2) within six months prior to a Change of Control and in anticipation of a Change of Control, either (i) the Executive's ’s employment is involuntarily terminated by the Company (except for Cause) in anticipation or (ii) the Executive is assigned duties inconsistent with her then current position, duties, responsibilities and status with the Company (other than as a result of a Change promotion or advancement), or there is otherwise an adverse change in the Executive’s salary, bonus or incentive compensation, the scope or value of Controlthe aggregate other monetary or non-monetary benefits to which the Executive was entitled from the Company, the nature or scope of the authorities, functions or duties attached to the position then held by the Executive and the Executive terminates her employment, provided, however, that the Company may cure any matter referenced in this clause (ii) within 15 days of receipt of Executive’s written notice to the General Counsel of the Company that a matter referenced in this clause (ii) has occurred, which notice shall include a detailed description of the claimed matter; (3) if the Executive terminates his employment during the Term but after a Change of Control, and at least one of the following events has occurred: (i) the Executive is assigned duties inconsistent with his position, duties, responsibilities and status with the Company immediately prior to the Change of Control (other than as a result of a promotion or advancement), or there is otherwise an adverse change in the nature or scope of the authorities, functions or duties attached to the position that the Executive held immediately prior to the Change of Control; (ii) any reduction (a) in the Executive's ’s salary, bonus or incentive compensation (based upon the dollar amount of salary, bonus or incentive compensation that the Executive received from the Company for the fiscal year preceding the year in which the Change of Control occurred or for the fiscal year preceding the year in which the Termination Date occurs, whichever is the larger amount), (b) in the maximum bonus or incentive compensation potential of the Executive under the applicable Company plan for the fiscal year preceding the year in which the Change of Control occurred or for the fiscal year preceding the year in which the Termination Date occurs, whichever is larger or (c) in the scope or value of the aggregate other monetary or non-monetary benefits to which the Executive was entitled from the Company immediately prior to the Change of Control; (iii) there is a significant or material change in the Executive's ’s reporting responsibilities (other than as a result of a promotion or advancement); or (iv) the Executive reasonably determines, in good faith, that as a result of a Change of Control, changes in the composition or policies of the Board, a change in circumstances affecting his position, or other events of material effect, he is unable, or has been rendered substantially unable, to carry out the duties and responsibilities that he had with the Company immediately prior to the Change of Control or has otherwise been substantially hindered in the performance of the authorities, functions or duties attached to his position immediately prior to the Change of Control.