Common use of Termination in Connection with Change of Control Clause in Contracts

Termination in Connection with Change of Control. If prior to August 30, 2008 (or such later date as this Agreement may expire as provided by Section 1.06), the Company terminates this Agreement or the Employee’s employment other than for Cause (including if the Employee terminates employment under any of the circumstances described in the second sentence of Section 1.05 hereof) and such termination occurs during the period beginning with the earliest of (i) the date on which Company enters into an agreement, the consummation of which would constitute a Change of Control, (ii) the date on which any person (as defined in Section 3(a)(9) of the Securities Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, hereinafter a “Person”) makes a proposal to the Board, or states to the Board an intention to take or consider taking actions, which, if consummated, would constitute a Change of Control, (iii) the date on which the Company or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change of Control, or (iv) the occurrence of a Change of Control, and ending with the date that is two years after such Change of Control or a Change of Control directly or indirectly resulting from the occurrence of any event described in clauses (i) through (iii) above, then the Employee (or the Employee’s beneficiary designated pursuant to Section 1.03 hereof if the Employee is deceased at the time of payment) shall receive such compensation as is provided to the Employee pursuant to subsections (b) and (c) of this Section 4.03.” 5. The phrase “For purposes of this Section 4.03” at the beginning of Section 4.03(a) defining Change of Control shall be replaced in its entirety with the phrase “For purposes of this Agreement.” 6. The first sentence of Section 4.03(b) of the Agreement is hereby replaced in its entirety with the following language:

Termination in Connection with Change of Control. If prior to August 3031, 2008 2006 (or such later date as this Agreement may expire as provided by Section 1.06), the Company terminates this Agreement or the Employee’s employment other than for Cause (including if the Employee terminates employment under any of the circumstances described in the second sentence of Section 1.05 hereof) and such termination occurs during the period beginning with the earliest of (i) the date on which Company enters into an agreement, the consummation of which would constitute a Change of Control, (ii) the date on which any person (as defined in Section 3(a)(9) of the Securities Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, hereinafter a “Person”) makes a proposal to the Board, or states to the Board an intention to take or consider taking actions, which, if consummated, would constitute a Change of Control, (iii) the date on which the Company or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change of Control, or (iv) the occurrence of a Change of Control, and ending with the date that is two years after such Change of Control or a Change of Control directly or indirectly resulting from the occurrence of any event described in clauses (i) through (iii) above, then the Employee (or the Employee’s beneficiary designated pursuant to Section 1.03 hereof if the Employee is deceased at the time of payment) shall receive such compensation as is provided to the Employee pursuant to subsections (b) and (c) of this Section 4.03.” 5. The phrase “For purposes of this Section 4.03” at the beginning of Section 4.03(a) defining Change of Control shall be replaced in its entirety with the phrase “For purposes of this Agreement.” 6. The first sentence of Section 4.03(b) of the Agreement is hereby replaced in its entirety with the following language:

Termination in Connection with Change of Control. If prior to August 3031, 2008 2006 (or such later date as this Agreement may expire as provided by Section 1.06), the Company terminates this Agreement or the Employee’s employment other than for Cause (including if the Employee terminates employment under any of the circumstances described in the second sentence of Section 1.05 hereof) and such termination occurs during the period beginning with the earliest of (i) the date on which Company enters into an agreement, the consummation of which would constitute a Change of Control, (ii) the date on which any person (as defined in Section 3(a)(9) of the Securities Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, hereinafter a “Person”) makes a proposal to the Board, or states to the Board an intention to take or consider taking actions, which, if consummated, would constitute a Change of Control, (iii) the date on which the Company or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change of Control, or (iv) the occurrence of a Change of Control, and ending with the date that is two years after such Change of Control or a Change of Control directly or indirectly resulting from the occurrence of any event described in clauses (i) through (iii) above, then the Employee (or the Employee’s beneficiary designated pursuant to Section 1.03 hereof if the Employee is deceased at the time of payment) shall receive such compensation as is provided to the Employee pursuant to subsections (b) and (c) of this Section 4.03.” 54. The phrase “For purposes of this Section 4.03” at the beginning of Section 4.03(a) defining Change of Control shall be replaced in its entirety with the phrase “For purposes of this Agreement.” 65. The first sentence of Section 4.03(b) of the Agreement is hereby replaced in its entirety with the following language: