Common use of Termination Following a Change in Control Clause in Contracts

Termination Following a Change in Control. After the occurrence of a Change in Control, Employee shall be entitled to receive payments and benefits pursuant to this Agreement if Employee’s employment is terminated within eighteen (18) months following the Change in Control either by the Corporation by notice of non-renewal, without Cause or by Employee for Good Reason. For purposes of this Agreement, “Good Reason” shall exist for Employee to terminate his employment if Employee resigns within six (6) months of any of the following conditions having arisen without his consent after having given the Corporation written notice of the existence of such condition within sixty (60) days of the initial existence of the condition and providing the Corporation with thirty (30) days to remedy the condition: (A) a substantial adverse alteration in the nature or status of his position or responsibilities or the conditions of his employment from those in effect immediately prior to the Change in Control; (B) a material diminution by the Corporation of Employee’s annual base salary and target bonus, as such target bonus is described in the Corporation’s Annual Incentive Plan (“Target Bonus”); (C) the Corporation’s requiring Employee to be based more than fifty (50) miles from the Corporation’s offices at which he was principally employed immediately prior to the date of the Change in Control; (D) the Corporation’s material failure to pay Employee any compensation due under this Agreement; (E) the failure of the Corporation to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement; (F) any other action or inaction that constitutes a material breach by the Corporation of this Agreement.

Termination Following a Change in Control. After the occurrence of a Change in Control, Employee shall be entitled to receive payments and benefits pursuant to this Agreement if Employee’s employment is terminated within eighteen (18) months following the Change in Control either by the Corporation by notice of non-renewal, without Cause, or with Cause as defined in Sections 3.3(i) (failure to perform) hereof, or by Employee for Good Reason. For purposes of this Agreement, “Good Reason” shall exist for Employee to terminate his employment if Employee resigns within six (6) months of any of the following conditions having arisen without his consent after having given the Corporation written notice of the existence of such condition within sixty (60) days of the initial existence of the condition and providing the Corporation with thirty (30) days to remedy the conditionoccurrences: (A) the assignment to Employee of any duties inconsistent (except in the nature of a promotion) with the position in the Corporation that he held immediately prior to the Change in Control or a substantial adverse alteration in the nature or status of his position or responsibilities or the conditions of his employment from those in effect immediately prior to the Change in Control; (B) a material diminution reduction by the Corporation of in Employee’s annual base salary and target bonus, as such target bonus is described in the Corporation’s Annual Incentive Plan (“Target Bonus”)salary; (C) the Corporation’s requiring Employee to be based more than fifty (50) miles from the Corporation’s offices at which he was principally employed immediately prior to the date of the Change in Control; (D) the Corporation’s material failure by the Corporation to pay to Employee any portion of his current compensation due or compensation under this Agreementany deferred compensation program of the Corporation within seven (7) days of the date such compensation is due; (E) the failure by the Corporation to continue in effect any material compensation, welfare or benefit plan in which Employee is participating at the time of a Change in Control without substituting plans providing Employee with substantially similar or greater benefits, or the taking of any action by the Corporation which would adversely affect Employee’s participation in or materially reduce Employee’s benefits under any such plans or deprive Employee of any material fringe benefit enjoyed by Employee at the time of the Change in Control; (F) the failure of the Corporation to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement; (F) any other action or inaction that constitutes a material breach by the Corporation of this Agreement.

Termination Following a Change in Control. After the occurrence of a Change in Control, Employee shall be entitled to receive payments and benefits pursuant to this Agreement if Employee’s employment is terminated within eighteen (18) months following the Change in Control either by the Corporation by notice of non-renewal, without Cause, or with Cause as defined in Section 3.3(i) (failure to perform) hereof, or by Employee for Good Reason. For purposes of this Agreement, “Good Reason” shall exist for Employee to terminate his employment if Employee resigns within six (6) months of any of the following conditions having arisen without his consent after having given the Corporation written notice of the existence of such condition within sixty (60) days of the initial existence of the condition and providing the Corporation with thirty (30) days to remedy the condition: (A) a substantial adverse alteration in the nature or status of his position or responsibilities or the conditions of his employment from those in effect immediately prior to the Change in Control; (B) a material diminution by the Corporation of Employee’s annual base salary and target bonus, as such target bonus is described in the Corporation’s Annual Incentive Plan (“Target Bonus”); (C) the Corporation’s requiring Employee to be based more than fifty (50) miles from the Corporation’s offices at which he was principally employed immediately prior to the date of the Change in Control; (D) the Corporation’s material failure to pay Employee any compensation due under this Agreement; (E) the failure of the Corporation to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement; (F) any other action or inaction that constitutes a material breach by the Corporation of this Agreement.

Termination Following a Change in Control. After (a) If, during the Severance Period, the Executive's employment is terminated by the Company or any Subsidiary other than for cause, the Executive will be entitled to the benefits provided by Section 4 hereof. (b) In the event of the occurrence of a Change in Control, Employee shall be entitled the Executive may terminate employment with the Company and any Subsidiary during the Severance Period with the right to receive payments and benefits pursuant to this Agreement if Employee’s employment is terminated within eighteen (18) months following severance compensation as provided in Section 4 upon the Change in Control either by the Corporation by notice occurrence of non-renewal, without Cause one or by Employee for Good Reason. For purposes of this Agreement, “Good Reason” shall exist for Employee to terminate his employment if Employee resigns within six (6) months of any more of the following conditions having arisen events (regardless of whether any other reason, other than Cause as hereinabove provided, for such termination exists or has occurred, including without his consent after having given the Corporation written notice of the existence of such condition within sixty (60) days of the initial existence of the condition and providing the Corporation with thirty (30) days to remedy the condition:limitation other employment): (A) a substantial A significant adverse alteration change in the nature or status scope of his position or the authorities, powers, functions, responsibilities or duties attached to the conditions of his employment from those in effect position with the Company which the Executive held immediately prior to the Change in Control; , (B) a material diminution by the Corporation of Employee’s annual base salary and target bonus, as such target bonus is described reduction in the Corporation’s Annual Incentive Plan (“Target Bonus”); Executive's Base Pay received from the Company, (C) the Corporation’s requiring termination or denial of the Executive's right to participate in any incentive compensation plan generally available to other officers of the Company or (D) the termination or denial of the Executive's rights to Employee Benefits in the aggregate equivalent in type and scope to be based more than fifty those generally available to other officers of the Company, any of which is not remedied by the Company within 30 calendar days after receipt by the Company of written notice from the Executive of such change, reduction, termination or denial, as the case may be; (50ii) The Company relocates its principal executive offices (if such offices are the principal location of Executive's work), or requires the Executive to have his principal location of work changed, to any location that, in either case, is in excess of 30 miles from the Corporation’s offices at which he was principally employed location thereof immediately prior to the date of the Change in Control;; or (Diii) Without limiting the Corporation’s material failure to pay Employee any compensation due under this Agreement; (E) the failure generality or effect of the Corporation to obtain a satisfactory agreement from foregoing, any material breach of this Agreement by the Company or any successor to assume and agree to perform this Agreement; (F) any other action or inaction that constitutes a material breach thereto which is not remedied by the Corporation Company within 30 calendar days after receipt by the Company of this Agreementwritten notice from the Executive of such breach.

Termination Following a Change in Control. After the occurrence of a Change in Control, Employee shall be entitled to receive payments and benefits pursuant to this Agreement if Employee’s employment is terminated within eighteen (18) months following the Change in Control either by the Corporation by notice of non-renewal, without Cause, or with Cause as defined in Section 3.3(i) (failure to perform) hereof, or by Employee for Good Reason. For purposes of this Agreement, “Good Reason” shall exist for Employee to terminate his employment if Employee resigns within six (6) months of any of the following conditions having arisen without his consent after having given the Corporation written notice of the existence of such condition within sixty (60) days of the initial existence of the condition and providing the Corporation with thirty (30) days to remedy the condition: (A) a substantial adverse alteration in the nature or status of his position or responsibilities or the conditions of his employment from those in effect immediately prior to the Change in Control; (B) a material diminution by the Corporation of Employee’s annual base salary and target bonus, as such target bonus is described in the Corporation’s Annual Incentive Plan (“Target Bonus”); (C) the Corporation’s requiring Employee to be based more than fifty (50) miles from the Corporation’s offices at which he was principally employed immediately prior to the date of the Change in Control; (D) the Corporation’s material failure to pay Employee any compensation due under this Agreement; (E) the failure of the Corporation to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement; (F) any other action or inaction that constitutes a material breach by the Corporation of this Agreement.

Termination Following a Change in Control. After the occurrence of a Change in Control, Employee shall be entitled to receive payments and benefits pursuant to this Agreement if Employee’s employment is terminated within eighteen (18) months following the Change in Control either by the Corporation by notice of non-renewal, without Cause, or with Cause as defined in Section 3.3(i) (failure to perform) hereof, or by Employee for Good Reason. For purposes of this Agreement, “Good Reason” shall exist for Employee to terminate his employment if Employee resigns within six (6) months of any of the following conditions having arisen without his consent after having given the Corporation written notice of the existence of such condition within sixty (60) days of the initial existence of the condition and providing the Corporation with thirty (30) days to remedy the conditionoccurrences: (A) the assignment to Employee of any duties inconsistent (except in the nature of a promotion) with the position in the Corporation that he held immediately prior to the Change in Control or a substantial adverse alteration in the nature or status of his position or responsibilities or the conditions of his employment from those in effect immediately prior to the Change in Control; (B) a material diminution reduction by the Corporation of in Employee’s annual base salary and target bonus, as such target bonus is described in the Corporation’s Annual Incentive Plan (“Target Bonus”)salary; (C) the Corporation’s requiring Employee to be based more than fifty (50) miles from the Corporation’s offices at which he was principally employed immediately prior to the date of the Change in Control; (D) the Corporation’s material failure by the Corporation to pay to Employee any portion of his current compensation due or compensation under this Agreementany deferred compensation program of the Corporation within seven (7) days of the date such compensation is due; (E) the failure by the Corporation to continue in effect any compensation, welfare or benefit plan in which Employee is participating at the time of a Change in Control without substituting plans providing Employee with substantially similar or greater benefits, or the taking of any action by the Corporation which would adversely affect Employee’s participation in or materially reduce Employee’s benefits under any such plans or deprive Employee of any material fringe benefit enjoyed by Employee at the time of the Change in Control; (F) the failure of the Corporation to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement; (F) any other action or inaction that constitutes a material breach by the Corporation of this Agreement.

Termination Following a Change in Control. After the occurrence of a Change in Control, Employee shall be entitled to receive payments and benefits pursuant to this Agreement if Employee’s employment is terminated within eighteen (18) months following the Change in Control and prior to the expiration of the term of this Agreement either by the Corporation by notice of non-renewalCorporation, without Cause, or with Cause as defined in Section 3.3(i) (failure to perform) hereof, or by Employee for Good Reason. For purposes of this Agreement, “Good Reason” shall exist for Employee to terminate his employment if Employee resigns within six (6) months of any of the following conditions having arisen without his consent after having given the Corporation written notice of the existence of such condition within sixty (60) days of the initial existence of the condition and providing the Corporation with thirty (30) days to remedy the conditionoccurrences: (A) the assignment to Employee of any duties inconsistent (except in the nature of a promotion) with the position in the Corporation that he held immediately prior to the Change in Control or a substantial adverse alteration in the nature or status of his position or responsibilities or the conditions of his employment from those in effect immediately prior to the Change in Control; (B) a material diminution reduction by the Corporation of in Employee’s annual base salary and target bonus, as such target bonus is described in the Corporation’s Annual Incentive Plan (“Target Bonus”)salary; (C) the Corporation’s requiring Employee to be based more than fifty (50) miles from the Corporation’s offices at which he was principally employed immediately prior to the date of the Change in Control; (D) the Corporation’s material failure by the Corporation to pay to Employee any portion of his current compensation due or compensation under this Agreementany deferred compensation program of the Corporation within seven (7) days of the date such compensation is due; (E) the failure by the Corporation to continue in effect any compensation, welfare or benefit plan in which Employee is participating at the time of a Change in Control without substituting plans providing Employee with substantially similar or greater benefits, or the taking of any action by the Corporation which would adversely affect Employee’s participation in or materially reduce Employee’s benefits under any such plans or deprive Employee of any material fringe benefit enjoyed by Employee at the time of the Change in Control; (F) the failure of the Corporation to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement; (F) any other action or inaction that constitutes a material breach by the Corporation of this Agreement.

Termination Following a Change in Control. After the occurrence of a Change in Control, Employee shall be entitled to receive payments and benefits pursuant to this Agreement if Employee’s employment is terminated within eighteen (18) months following the Change in Control either by the Corporation by notice of non-renewal, without Cause, or with Cause as defined in Section 3.3(1) (failure to perform) hereof, or by Employee for Good Reason. For purposes of this Agreement, “Good Reason” shall exist for Employee to terminate his employment if Employee resigns within six (6) months of any of the following conditions having arisen without his consent after having given the Corporation written notice of the existence of such condition within sixty (60) days of the initial existence of the condition and providing the Corporation with thirty (30) days to remedy the condition: (A) a substantial adverse alteration in the nature or status of his position or responsibilities or the conditions of his employment from those in effect immediately prior to the Change in Control; (B) a material diminution by the Corporation of Employee’s annual base salary and target bonus, as such target bonus is described in the Corporation’s Annual Incentive Plan (“Target Bonus”); (C) the Corporation’s requiring Employee to be based more than fifty (50) miles from the Corporation’s offices at which he was principally employed immediately prior to the date of the Change in Control; (D) the Corporation’s material failure to pay Employee any compensation due under this Agreement; (E) the failure of the Corporation to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement; (F) any other action or inaction that constitutes a material breach by the Corporation of this Agreement.

Termination Following a Change in Control. After the occurrence of a Change in Control, Employee shall be entitled to receive payments and benefits pursuant to this Agreement if Employee’s 's employment is terminated within eighteen (18) months following the Change in Control either by the Corporation by notice of non-renewal, without Cause or by Employee for Good Reason. For purposes of this Agreement, “"Good Reason” " shall exist for Employee to terminate his employment if Employee resigns within six (6) months of any of the following conditions having arisen without his consent after having given the Corporation written notice of the existence of such condition within sixty (60) days of the initial existence of the condition and providing the Corporation with thirty (30) days to remedy the condition: (A) a substantial adverse alteration in the nature or status of his position or responsibilities or the conditions of his employment from those in effect immediately prior to the Change in Control; (B) a material diminution by the Corporation of Employee’s 's annual base salary and target bonus, as such target bonus is described in the Corporation’s 's Annual Incentive Plan (“"Target Bonus”"); (C) the Corporation’s 's requiring Employee to be based more than fifty (50) miles from the Corporation’s 's offices at which he was principally employed immediately prior to the date of the Change in Control; (D) the Corporation’s 's material failure to pay Employee any compensation due under this Agreement; (E) the failure of the Corporation to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement; (F) any other action or inaction that constitutes a material breach by the Corporation corporation of this Agreement.

Termination Following a Change in Control. After the occurrence of a Change in Control, Employee shall be entitled to receive payments and benefits pursuant to this Agreement if Employee’s employment is terminated within eighteen (18) months following the Change in Control either by the Corporation by notice of non-renewal, without Cause, or with Cause as defined in Section 3.3(i) (failure to perform) hereof, or by Employee for Good Reason. For purposes of this Agreement, “Good Reason” shall exist for Employee to terminate his employment if Employee resigns within six (6) months of any of the following conditions having arisen without his consent after having given the Corporation written notice of the existence of such condition within sixty (60) days of the initial existence of the condition and providing the Corporation with thirty (30) days to remedy the conditionoccurrences: (A) the assignment to Employee of any duties inconsistent (except in the nature of a promotion) with the position in the Corporation that he held immediately prior to the Change in Control or a substantial adverse alteration in the nature or status of his position or responsibilities or the conditions of his employment from those in effect immediately prior to the Change in Control; (B) a material diminution reduction by the Corporation of in Employee’s annual base salary and target bonus, as such target bonus is described in the Corporation’s Annual Incentive Plan (“Target Bonus”)salary; (C) the Corporation’s requiring Employee to be based more than fifty (50) miles from the Corporation’s offices at which he was principally employed immediately prior to the date of the Change in Control; (D) the Corporation’s material failure by the Corporation to pay to Employee any portion of his current compensation due or compensation under this Agreement;any deferred compensation program of the Corporation within seven (7) days of the date such compensation is due; or (E) the failure by the Corporation to continue in effect any material compensation or benefit plan in which Employee participates immediately prior to the Change in Control unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Corporation to continue the Employee’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of his participation relative to other participants, than existed at the time of the Change in Control, except that, if, following a change in Control, Employee’s participation in any such plan is comparable in amounts of benefits provided and level of participation to that of other Corporation employees in positions and seniority comparable to Employee’s, then any such a failure shall not constitute Good Reason. (F) the failure by the Corporation to continue to provide Employee with benefits substantially similar to those enjoyed by him under any of the Corporation’s plans in which he was participating at the time of the Change in Control, the taking of any action by the Corporation which would directly or indirectly materially reduce any of such benefits or deprive Employee of any material fringe benefit enjoyed by him at the time of the Change in Control, or the failure by the Corporation to provide Employee with at least the same amount of paid vacation per year to which he was entitled immediately prior to the Change in Control, except that, if, following a Change in Control, Employee receives benefits, including vacation, which are comparable in type and amount to those provided to other Corporation employees in positions and seniority comparable to Employee’s, then such failure or action shall not constitute Good Reason; or (G) the failure of the Corporation to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement; (F) any other action or inaction that constitutes a material breach by the Corporation of this Agreement.

Termination Following a Change in Control. After the occurrence of a Change in Control, Employee shall be entitled to receive payments and benefits pursuant to this Agreement if Employee’s employment is terminated within eighteen (18) months following the Change in Control either by the Corporation by notice of non-renewal, without Cause, or with Cause as defined in Section 3.3(i) (failure to perform) hereof, or by Employee for Good Reason. For purposes of this Agreement, “Good Reason” shall exist for Employee to terminate his her employment if Employee resigns within six (6) months of any of the following conditions having arisen without his her consent after having given the Corporation written notice of the existence of such condition within sixty (60) days of the initial existence of the condition and providing the Corporation with thirty (30) days to remedy the condition: (A) a substantial adverse alteration in the nature or status of his her position or responsibilities or the conditions of his her employment from those in effect immediately prior to the Change in Control; (B) a material diminution by the Corporation of Employee’s annual base salary and target bonus, as such target bonus is described in the Corporation’s Annual Incentive Plan (“Target Bonus”); (C) the Corporation’s requiring Employee to be based more than fifty (50) miles from the Corporation’s offices at which he she was principally employed immediately prior to the date of the Change in Control; (D) the Corporation’s material failure to pay Employee any compensation due under this Agreement; (E) the failure of the Corporation to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement; (F) any other action or inaction that constitutes a material breach by the Corporation of this Agreement.

Termination Following a Change in Control. After the occurrence of a Change in Control, Employee shall be entitled to receive payments and benefits pursuant to this Agreement if Employee’s employment is terminated within eighteen (18) months following the Change in Control either by the Corporation by notice of non-renewal, without Cause or by Employee for Good ReasonReason Following a Change of Control. For purposes of this Agreement, “Good ReasonReason Following a Change in Control” shall exist for Employee to terminate his employment if Employee resigns within six (6) months of any of the following conditions having arisen without his consent after having given the Corporation written notice of the existence of such condition within sixty (60) days of the initial existence of the condition and providing the Corporation with thirty (30) days to remedy the condition: (A) a substantial adverse alteration in the nature or status of his position or responsibilities or the conditions of his employment from those in effect immediately prior to the Change in Control; (B) a material diminution by the Corporation of Employee’s annual base salary and target bonus, as such target bonus is described in the Corporation’s Annual Incentive Plan (“Target Bonus”); (C) the Corporation’s requiring Employee to be based more than fifty (50) miles from the Corporation’s offices at which he Employee was principally employed immediately prior to the date of the Change in Control; (D) the Corporation’s material failure to pay Employee any compensation due under this Agreement; (E) the failure of the Corporation to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement; (F) any other action or inaction that constitutes a material breach by the Corporation of this Agreement.